[Federal Register Volume 87, Number 98 (Friday, May 20, 2022)]
[Notices]
[Pages 31022-31026]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-10800]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94915; File No. SR-EMERALD-2022-16]


Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the MIAX Emerald Fee Schedule To Adopt Fees for the High Precision 
Network Time Signal Service

May 16, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 5, 2022, MIAX Emerald, LLC (``MIAX Emerald'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') a 
proposed rule change as described in Items I, II, and III, below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the MIAX Emerald Fee 
Schedule (the ``Fee Schedule'') to adopt fees for a new service known 
as the ``High Precision Network Time Signal Service.'' \3\
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    \3\ See, generally, Exchange Rule 531(d).
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    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/emerald, at MIAX's 
principal office, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these

[[Page 31023]]

statements may be examined at the places specified in Item IV below. 
The Exchange has prepared summaries, set forth in sections A, B, and C 
below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange provides a resilient and robust technology platform, 
deterministic functionality, transparent trading platform, and a 
culture of technological innovation to the U.S. options market. In 
keeping with its culture of innovation, the Exchange recently 
established a new service known as the ``High Precision Network Time 
Signal Service'' (``HPNTSS'' or the ``Service''),\4\ which is available 
for purchase by subscribers on a voluntary basis. The Exchange now 
proposes to adopt fees for the Service, which is described under 
Exchange Rule 531(d).\5\ In sum, Members are able to utilize the 
Service to synchronize their time recording systems to those of the 
Exchange at sub-nanosecond level accuracy for correlated latency 
measurements between the Exchange's and the Members' systems time 
measurements related to the same message or order. The Service is an 
optional product available to any Member that chooses to subscribe. 
However, the Exchange anticipates that latency sensitive Members would 
primarily subscribe to the Service to help them measure latency in a 
manner consistent with their trading behavior and the evolving pace of 
trading and technology in today's markets. The Exchange anticipates 
that Members that employ business models that are not latency 
sensitive, such as those that only enter resting liquidity, may not 
find interest in the Service and elect not to subscribe to it. The 
Service may also not be useful for order routing firms that connect to 
the Exchange solely as part of their best execution obligations or to 
comply with the trade-through requirements under Chapter XIV of the 
Exchange's Rules.\6\
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    \4\ See Securities Exchange Act Release No. 94335 (March 1, 
2022), 87 FR 12756 (March 7, 2022) (SR-EMERALD-2021-38) (Notice of 
Filing of Amendment No. 1 and Order Granting Accelerated Approval of 
a Proposed Rule Change, as Modified by Amendment No. 1, To Amend 
Exchange Rule 531 To Provide for a New Service Called the High 
Precision Network Time Signal Service) (``Approval Order'').
    \5\ See Exchange Rule 531(d).
    \6\ See Amendment No. 1 at note 26 and accompanying text 
available on the Commission's website at https://www.sec.gov/comments/sr-emerald-2021-38/sremerald202138-20116580-268058.pdf. See 
also Chapter XIV of the Exchange's Rules, which incorporates by 
reference Rule 1401, Order Protection, of the Exchange's affiliate, 
Miami International Securities Exchange, LLC (``MIAX'').
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    The Exchange proposes to assess a monthly fee of $3,600 for 
subscribing to the Service. As such, the Exchange proposes to amend the 
Fee Schedule to adopt new Section 8), Services, to provide that 
subscribers may purchase the Service for a monthly fee of $3,600. 
Subscribers may cancel their subscription at any time. The Exchange 
proposes to specify that for mid-month subscriptions to the Service, 
new subscribers will be charged for the full calendar month for which 
they subscribe. A second time signal is available with each 
subscription to the Service for redundancy and disaster recovery 
purposes. The Exchange initially filed the proposed fee change on March 
30, 2022 with the fees being effective on April 1, 2022.\7\ The 
Exchange withdrew that proposed fee change and submitted this filing on 
May 5, 2022. The purpose of this revised filing is to provide 
additional description and justification for the proposed fee.
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    \7\ See Securities Exchange Act Release No. 94697 (April 12, 
2022), 87 FR 23000 (April 18, 2022) (SR-EMERALD-2022-12).
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    In sum, the Service enables subscribers to synchronize their own 
primary clock devices to the Exchange's primary clock device, by 
receiving time signals from the Exchange via a separate and dedicated 1 
gigabit (``Gb'') connection that is currently offered by the Exchange 
and utilized by market participants to connect to the Exchange's 
System.\8\ The Service simply provides subscribers with the Exchange's 
time signal at a sub-nanosecond level and nothing else. The sub-
nanosecond time signal would tell the subscriber the Exchange's time at 
a sub-nanosecond level at a particular point in time. The subscriber 
may then use that time signal to synchronize their own primary clock to 
the Exchange's primary clock at the more acute sub-nanosecond level.\9\ 
Subscribers would utilize their own Enhanced PTP device \10\ to 
synchronize the clocks within the subscriber's computer and network 
infrastructure, as appropriate, at a sub-nanosecond level. This would 
enable the subscriber to record certain times an order or message 
traveled through and leaves the subscriber's system at a sub-nanosecond 
level.
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    \8\ The Exchange did not provide a new connectivity option to 
receive time signals via the Service. The Service is not a 
connectivity product and subscribers would only need to utilize an 
existing connectivity method offered by the Exchange to utilize the 
Service via a dedicated connection. See Approval Order, supra note 4 
at note 22 and accompanying text. See also MIAX Emerald Options 
Alert, ``Update: The Introduction of the High Precision Network Time 
Signal (Enhanced PTP/White Rabbit) Beginning April 1, 2022,'' March 
3, 2022 (notifying potential subscribers that the Service requires a 
dedicated 1Gb connection), available at https://www.miaxoptions.com/alerts/2022/03/03/miax-emerald-options-update-introduction-high-precision-network-time-signal. See Fee Schedule, Section 5, System 
Connectivity Fees, for information regarding 1Gb connectivity. A 
Members that subscribes to the Service would also have to pay $1,400 
per month for a 1Gb connections. Id.
    \9\ See supra note 4 for a detailed description of the Service. 
See also MIAX Emerald Options--Update: The Introduction of the High 
Precision Network Time Signal (Enhanced PTP/White Rabbit) Beginning 
April 1, 2022 (March 3, 2022), available at https://www.miaxoptions.com/alerts/2022/03/03/miax-emerald-options-update-introduction-high-precision-network-time-signal.
    \10\ An Enhanced PTP clock synchronization device captures time 
and coordinates time synchronization within a network at a sub-
nanosecond level.
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    The Service is not a connectivity product and subscribers are able 
to utilize an existing connectivity method (separate and dedicated 1Gb 
connection) offered by the Exchange to utilize the Service. The Service 
simply provides enhanced time synchronization that may be utilized by a 
subscriber to adjust their own systems. The Service is not a market 
data product or access/connectivity service. Subscribers may continue 
to use their existing methods to connect to and send orders to the 
Exchange. The Service will not include any trading data regarding the 
subscriber's activity on the Exchange or include any data from other 
trading activity on the Exchange.
    The Exchange established the Service in response to demand for 
tighter and more accurate clock synchronization options with the 
Exchange's network and requests for tools that would enable Members to 
better measure traversal times between their network and that of the 
Exchange at a more granular level. As described above, the Exchange 
anticipates that a small subset of Members who are latency sensitive 
would find the Service useful. The Service is offered to subscribers on 
a completely voluntary basis in that the Exchange is not required by 
any rule or regulation to make the Service available. It is a business 
decision of each Member whether to subscribe to the Service and each 
Member may choose to do so based on their business models and needs.
    The Exchange began to offer the Service and charge the proposed 
fees on April 1, 2022. The Exchange anticipates that at most five to 
six Members may find the Service useful and ultimately choose to 
subscribe.

[[Page 31024]]

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\11\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\12\ in particular, in that it 
is not designed to permit unfair discrimination among customers, 
brokers, or dealers. The Exchange also believes that its proposal to 
adopt fees for the Service is consistent with Section 6(b)(4) of the 
Act \13\ because it represents an equitable allocation of reasonable 
dues, fees and other charges among market participants.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
    \13\ 15 U.S.C. 78f(b)(4).
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    The Exchange operates in a highly competitive environment in which 
16 U.S. registered equity options exchanges compete for market share. 
Based on publicly available information, no single options exchange has 
more than 13% of the equity options market share and currently the 
Exchange represents only approximately 3.97% of the market share.\14\ 
The Commission has repeatedly expressed its preference for competition 
over regulatory intervention in determining prices, products, and 
services in the securities markets. Particularly, in Regulation NMS, 
the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \15\ The Service 
provides subscribing Members with a tool to assist them in 
recalibrating their own models and trading strategies to improve their 
overall experience on the Exchange, thereby potentially improving 
execution and order fill rates. This may improve the Exchange's overall 
market quality through increased liquidity and improved execution 
opportunities for resting orders, enhancing the Exchange's overall 
competitive position. The proposed fees are a result of the competitive 
environment of the U.S. options industry as the Exchange seeks to adopt 
fees to attract purchasers of the recently introduced Service.
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    \14\ See ``The Market at a Glance,'' (last visited April 26, 
2022), available at https://www.miaxoptions.com/.
    \15\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release'').
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    If the Exchange proposed fees that market participants viewed as 
excessively high, then the proposed fees would simply serve to reduce 
demand for the Exchange's Service, which as noted, is entirely 
optional. Other options exchanges are also free to introduce their own 
comparable products with lower prices to better compete with the 
Exchange's offering. The Service may not provide utility to all Members 
based on their business models, and such Members may choose to use 
existing time synchronization methods, or rely on other methods, 
including similar products potentially offered by other exchanges, to 
measure latency between the Member's system and an exchange's system or 
to test their systems' performance to ensure it is operating as 
intended. As such, the Exchange believes that the proposed fees are 
reasonable and set at a level to compete with other options exchanges 
that may choose to offer similar services. Moreover, if a market 
participant views another exchange's potential service as more 
attractive, then such market participant can merely choose not to 
subscribe to the Exchange's Service and instead subscribe to another 
exchange's similar product, which may offer similar data points, albeit 
based on that other market's trading systems.
    The Exchange also believes the proposed fees are reasonable as they 
would support the introduction of a new product to subscribers. As 
discussed above, the Service is an optional product available to any 
Member that chooses to subscribe. To date, no Member has elected to 
subscribe to the Service and the Exchange anticipates that five to six 
latency sensitive Members may find the Service useful and ultimately 
choose to subscribe. If the Exchange prices the fees for the Service 
too high, these Members may choose not to subscribe and potentially 
utilize other methods to measure latency or monitor the health of their 
systems. Members that employ business models that are not latency 
sensitive, such as those that only enter resting liquidity and order 
routing firms that connect to the Exchange solely as part of their best 
execution obligations or to comply with the trade-through requirements, 
may not find the Service useful for their business models and elect not 
to subscribe to it regardless of the level of the fee. The Exchange 
anticipates a small subset of its overall membership would find utility 
in the Service and must consider this fact when pricing the Service to 
encourage those Members to subscribe.
    The Exchange believes the proposed fees are reasonable in order to 
support the introduction of the new Service, which may be used for 
numerous optional purposes. For example, the Service would allow 
subscribers to more precisely measure latency between their network and 
that of the Exchange at a sub-nanosecond level, allowing subscribers to 
better understand the times at which their order or message reached 
certain points when traveling from their network to the Exchange. The 
Service would also allow subscribers to analyze the efficiency of their 
network and connections when not only routing orders to the Exchange, 
but also when receiving messages back from the Exchange (including 
communications regarding whether their order was accepted, rejected, or 
executed). Subscribers utilizing the Service may measure message 
traversal times by comparing their messages' (e.g., order, quote, 
cancellation) timestamps to the Exchange's matching engine timestamps 
from the Exchange-generated acknowledgement messages (e.g., order 
acknowledgment, quote acknowledgment, cancellation acknowledgment).\16\ 
Subscribers would then be able to enhance their own systems to ensure 
that they are receiving such communications in a timelier manner and to 
verify that their systems are working as intended.
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    \16\ The Exchange sends subscribers an acknowledgement message 
that their order or message was received by the Exchange. This 
acknowledgement includes the time of receipt at a nanosecond level.
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    In addition, subscribers may utilize these enhanced latency 
measurements to better analyze latencies within their own systems and 
use this analysis to optimize their network, models and trading 
patterns to potentially improve their interactions with the 
Exchange.\17\ In particular, subscribers may use these metrics to 
better assess the health of their network and that their systems are 
working as intended. For example, a subscriber may use this information 
when analyzing the efficacy of their various connections and whether a 
connection is performing as expected or experiencing a delay. A 
subscriber may then decide to rebalance the amount of orders and/or 
messages over its various connections to ensure each connection is 
operating with maximum efficiency. Subscribers may also use the Service 
for other purposes, such as enhancing their ability to determine 
compliance with certain regulatory requirements \18\ and

[[Page 31025]]

trade surveillance. Subscribers may also utilize time synchronization 
to assist them in better evaluating compliance with certain clock 
synchronization requirements. The Exchange therefore believes the 
proposed fees are reasonable because of the numerous benefits provided 
to subscribers that subscribe to the Service. Selling different 
products and services, such as HPNTSS, is also a means by which 
exchanges compete to attract business. To the extent that the Exchange 
is successful in attracting subscribers for the Service, it may earn 
trading revenues and further enhance market participants' interactions 
on the Exchange, which would increase value of its products and 
services. If the market deems the proposed fees to be unfair or 
inequitable, firms can choose not to use or discontinue their use of 
the Service. The Exchange therefore believes that the proposed fees for 
the Service reflect the competitive environment of U.S. exchanges and 
would be properly assessed to market participants that subscribe to the 
Service. The Exchange also believes the proposed fees are equitable and 
not unfairly discriminatory as the fees would apply equally to all 
users who choose to subscribe to the Service. It is a business decision 
of each market participant that chooses to subscribe to the Service. 
The Exchange's proposed fees would not differentiate between 
subscribers that purchase the Service and are set at a modest level 
that would allow any interested market participant to purchase the 
Service based on their business needs.
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    \17\ Based on their business models and needs, Members may elect 
to purchase an enhanced PTP device from a third party and use that 
devise to measure latency at a sub-nanosecond level within their own 
systems. In such case, the Member would be limited to time 
measurements within its own system and would not be privy to the 
Exchange's own sub-nanosecond timestamp.
    \18\ See, e.g., Chapter III of the Exchange's Rules, which 
incorporates by reference Rule 301, Interpretation and Policy .02 
(Just and Equitable Principles of Trade), of the Exchange's 
affiliate, MIAX; and Financial Industry Regulatory Authority, Inc. 
(``FINRA'') Rule 5320.
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    The Exchange reiterates that the decision as to whether or not to 
purchase the Service is entirely optional for all potential 
subscribers. Indeed, no market participant is required to purchase the 
Service and the Exchange is not required to make the Service available 
to all investors. It is entirely a business decision of each market 
participant to subscribe to the Service. The Exchange offers the 
Service as a convenience to market participants to provide them with 
the ability to synchronize their own primary clock devices to the 
Exchange's primary clock device at a sub-nanosecond level. A market 
participant that chooses to subscribe to the Service may discontinue 
the use of the Service at any time if that market participant 
determines that the synchronization of its primary clock devices to the 
Exchange's primary clock device is no longer useful.
    The Exchange believes it is reasonable to not pro-rate mid-month 
subscriptions and to charge mid-month subscribers for the full month in 
which they initially subscribe to the Service. The Exchange seeks to 
encourage Members to subscribe to the Service at the beginning of each 
month to ease the strain on administrative resources and synchronize 
potential new subscriptions to the Service. The Exchange believes not 
pro-rating mid-month subscriptions is a reasonable means to achieve 
this goal. Members that elect to subscribe mid-month would be aware 
that they would be liable for the full monthly fee and may elect to 
wait until the first of the next month to subscribe if they wish to 
receive the Service for the first full month they subscribe. Lastly, 
not pro-rating mid-month subscriptions is not novel and is currently 
done by the Exchange for other products and other exchanges.\19\
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    \19\ For example, the Exchange does not currently pro-rate mid-
month subscriptions to its Open-Close Report or its Liquidity Taker 
Event Report. See Sections (6) and (7) of the Exchange's Fee 
Schedule, available at https://www.miaxoptions.com/sites/default/files/fee_schedule-files/MIAX_Emerald_Fee_Schedule_04182022.pdf. 
Cboe BZX Exchange, Inc. (``BZX'') and Cboe EDGX Exchange, Inc. 
(``EDGX'') also do not pro-rate mid-month subscriptions for certain 
products. See, e.g., the Market Data and Cboe LiveVol, LLC Market 
Data Fees sections of BZX's options fee schedule and EDGX's options 
fee schedule, available at https://www.cboe.com/us/options/membership/fee_schedule/bzx/ (last visited April 26, 2022) and 
https://www.cboe.com/us/options/membership/fee_schedule/edgx/ (last 
visited April 26, 2022).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
made the Service available in order to keep pace with changes in the 
industry and evolving customer needs and demands, and believes the 
product will contribute to robust competition among national securities 
exchanges. As a result, the Exchange believes this proposed rule change 
permits fair competition among national securities exchanges.
    The Exchange believes the proposed fees would not cause any 
unnecessary or inappropriate burden on intermarket competition as other 
exchanges are free to introduce their own comparable product with lower 
prices to better compete with the Exchange's offering. The Exchange 
operates in a highly competitive environment, and its ability to price 
the Service is constrained by the optional nature of the Service and 
competition among exchanges who choose to adopt a similar product. The 
Exchange must consider this in its pricing discipline in order to 
compete for market share. The Exchange anticipates that most, if not 
all, subscribers to the Service would be those Members whose trading 
models are latency sensitive and primarily seek to remove liquidity. 
These Members may increase their volume of liquidity removing orders as 
a result of re-calibrating their trading models based on their use of 
the Service. The increase in incoming liquidity removing orders may 
result in higher execution rates for Members who are less latency 
sensitive and primarily place resting orders on the Exchange's Simple 
Order Book \20\ and/or Strategy Book.\21\ The proposed Service may 
benefit those market participants who would receive greater fill rates, 
thereby improving the Exchange's competitive standing through increased 
order flow, execution rates, and enhancing the quality of the 
Exchange's market.
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    \20\ The ``Simple Order Book'' is the Exchange's regular 
electronic book of orders and quotes. See Exchange Rule 518(a)(15).
    \21\ The ``Strategy Book'' is the Exchange's electronic book of 
complex orders and complex quotes. See Exchange Rule 518(a)(17).
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    The Exchange believes that if it were to propose fees that are 
excessively higher than fees for potentially similar products, it would 
simply serve to reduce demand for the Exchange's product, which as 
discussed, market participants are under no obligation to utilize. In 
this competitive environment, potential purchasers are free to choose 
which, if any, similar product to purchase to satisfy their need for 
time synchronization. As a result, the Exchange believes this proposed 
rule change permits fair competition among national securities 
exchanges.
    The Exchange does not believe the proposed rule change would cause 
any unnecessary or inappropriate burden on intramarket competition. 
Particularly, the proposed product and fees apply uniformly to any 
purchaser in that the Exchange does not differentiate between 
subscribers that purchase the Service. The proposed fees are set at a 
modest level that would allow any interested market participant to 
purchase the Service based on their business needs.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

[[Page 31026]]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\22\ and Rule 19b-4(f)(2) \23\ thereunder. 
At any time within 60 days of the filing of the proposed rule change, 
the Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule should be approved or disapproved.
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    \22\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \23\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-EMERALD-2022-16 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-EMERALD-2022-16. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-EMERALD-2022-16 and should be submitted 
on or before June 10, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-10800 Filed 5-19-22; 8:45 am]
BILLING CODE 8011-01-P