[Federal Register Volume 87, Number 220 (Wednesday, November 16, 2022)]
[Notices]
[Pages 68784-68788]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-24894]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96291; File No. SR-CboeEDGA-2022-017]


Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend Rule 11.10(d) To Permit Affiliated Users To Enable EdgeRisk Self 
Trade Prevention

November 9, 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 October 27, 2022, Cboe EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the Exchange. The Exchange 
filed the proposal as a ``non-controversial'' proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') proposes to 
amend Exchange Rule 11.10(d) (``EdgeRisk Self Trade Prevention 
(``ERSTP'') Modifiers'') to permit affiliated Users to enable Self 
Trade Prevention at the parent company level. The text of the proposed 
rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/edga/), at the Exchange's Office of the Secretary, 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 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 proposes to amend Rule 11.10(d) (``EdgeRisk Self Trade 
Prevention (``ERSTP'') Modifiers'') to add the term ``affiliate 
identifier'' to the definition of ``Unique Identifier'' while also 
adding a description of eligibility to utilize the proposed affiliate 
identifier.

[[Page 68785]]

Adding an affiliate identifier for ERSTP functionality on the Exchange 
would allow affiliated Users \5\ to enable ERSTP at the affiliate 
level, in addition to the current ERSTP functionality based on market 
participant identifier (``MPID''), Exchange Member identifier, or ERSTP 
Group identifier (any such existing identifier, a ``Unique 
Identifier'').\6\ Currently, the Exchange's ERSTP functionality 
prevents certain contra side orders entered by a User from executing, 
provided that each order has been marked with the same Unique 
Identifier.\7\ ERSTP functionality is currently available only to 
individual Users on the Exchange, and cannot be enabled by affiliated 
Users who each maintain individual Exchange memberships or Sponsored 
Participant relationships.
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    \5\ See Exchange Rule 1.5(ee). ``User'' is defined as ``[a]ny 
Member or Sponsored Participant who is authorized to obtain access 
to the System pursuant to Rule 11.3.'' The ``System'' is ``[t]he 
electronic communications and trading facility designated by the 
Board through which securities orders of Users are consolidated for 
ranking, execution and, when applicable, routing away.'' See 
Exchange Rule 1.5(cc). The term ``Member'' means any registered 
broker or dealer that has been admitted to membership in the 
Exchange. See Exchange Rule 1.5(n).
    \6\ See Exchange Rule 11.10(d).
    \7\ Id.
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    As noted above, there are currently three Unique Identifiers that a 
User may choose from when submitting an order subject to ERSTP: (i) 
MPID; \8\ (ii) Exchange Member identifier; and (iii) ERSTP Group 
identifier.\9\ Use of ERSTP functionality is optional and is not 
automatically implemented by the Exchange. Both the buy and the sell 
order must include the same Unique Identifier in order to prevent an 
execution from occurring and to effect a cancel instruction. For 
example, a User who enables ERSTP functionality using the MPID Unique 
Identifier will prevent contra side executions between the same MPID 
from occurring. A User who enables ERSTP using the Exchange Member 
Unique Identifier would prevent contra side executions between any MPID 
associated with that User and not just a single MPID. The ERSTP Group 
Unique Identifier permits Users to prevent matched trades amongst 
traders or desks within a certain firm, but allows orders from outside 
such group or desk to interact with other firm orders. The Exchange is 
not proposing any change in functionality for the current Unique 
Identifiers described above.
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    \8\ An MPID is a four-character unique identifier that is 
approved by the Exchange and assigned to a Member for use on the 
Exchange to identify the Member firm on the orders sent to the 
Exchange and resulting executions.
    \9\ See Securities Exchange Act Release No. 63427 (December 3, 
2010), 75 FR 76768 (December 9, 2010) SR-EDGA-2010-19 (``Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
EDGA Rule 11.9 To Offer Anti-Internalization Qualifier (``AIQ'') 
Functionality to Exchange Users''). See also Securities Exchange Act 
Release No. 73592 (November 13, 2014), 79 FR 68937 (November 19, 
2014) SR-EDGA-2014-20 (``Notice of Filing of Amendment Nos. 1 and 2 
and Order Granting Accelerated Approval of a Proposed Rule Change, 
as Modified by Amendment Nos. 1 and 2, To Amend EDGA Rule 1.5 and 
Chapter XI Regarding Current System Functionality Including the 
Operation of Order Types and Order Instructions''), in which AIQ 
functionality was renamed ERSTP.
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    The Exchange now proposes to amend Rule 11.10(d) and enhance its 
existing ERSTP functionality by introducing a fourth Unique Identifier, 
affiliate identifier, which will allow a User to prevent its orders 
from matching with another User that is an affiliate of the User. In 
addition to the proposed addition of the affiliate identifier, the 
Exchange also proposes to add language to Rule 11.9(f) in order to 
provide clarity to Users about how eligibility for the use of the 
affiliate identifier will be determined.\10\ The proposed addition of 
the affiliate identifier does not present any new or novel ERSTP 
functionality, but rather would extend existing ERSTP functionality to 
a User who demonstrates an affiliate relationship with another User who 
maintains a separate membership or Sponsored Participant relationship 
on the Exchange. Generally speaking, an affiliated entity is an 
organization that directly or indirectly controls another entity, or is 
directly controlled by another entity, or which is under common control 
alongside another entity. The concept of affiliation is formally 
recognized in securities law, particularly Rule 405 of the Securities 
Act of 1933.\11\ As applied to the Exchange, there are situations where 
two separate entities (i.e., Users) maintain individual memberships or 
Sponsored Participant relationships on the Exchange even as Firm A owns 
a controlling percentage of Firm B (i.e., Firm A and Firm B are 
affiliated entities). The proposed functionality would serve as an 
additional tool that Users may enable in order to assist with 
compliance with the various securities laws relating to potentially 
manipulative trading activity such as wash sales \12\ and self-
trades.\13\ Additionally, the proposed functionality would provide 
Users an additional solution to manage order flow by preventing 
undesirable executions against the User's affiliates. As is the case 
with the existing risk tools, Users, and not the Exchange, have full 
responsibility for ensuring that their orders comply with applicable 
securities rules, laws, and regulations. Furthermore, as is the case 
with the existing risk settings, the Exchange does not believe that the 
use of the proposed ERSTP functionality can replace User-managed risk 
management solutions.
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    \10\ Infra note 14.
    \11\ See 17 CFR 230.405. An affiliate of, or person affiliated 
with, a specified person, is a person that directly, or indirectly 
through one or more intermediaries, controls or is controlled by, or 
is under common control with, the person specified.
    \12\ A ``wash sale'' is generally defined as a trade involving 
no change in beneficial ownership that is intended to produce the 
false appearance of trading and is strictly prohibited under both 
the federal securities laws and FINRA rules. See, e.g., 15 U.S.C 
78i(a)(1); FINRA Rule 6140(b) (``Other Trading Practices'').
    \13\ Self-trades are ``transactions in a security resulting from 
the unintentional interaction of orders originating from the same 
firm that involve no change in beneficial ownership of the 
security.'' FINRA requires members to have policies and procedures 
in place that are reasonably designed to review trading activity 
for, and prevent, a pattern or practice of self-trades resulting 
from orders originating from a single algorithm or trading desk, or 
related algorithms or trading desks. See FINRA Rule 5210, 
Supplementary Material .02.
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    The Exchange is proposing to allow affiliated Users that maintain 
individual Exchange memberships to utilize ERSTP where one User is an 
affiliate of another User.\14\ Specifically, the Exchange is proposing 
to allow affiliated Users to use ERSTP functionality in order to 
prevent executions from occurring between those individual Users. When 
a User requests ERSTP at the affiliate level and an affiliate 
relationship is confirmed by the Exchange, the Exchange will assign an 
identical affiliate identifier to each User that will be used to 
prevent executions between contra side orders entered by the Users 
using the same affiliate identifier. The purpose of this proposed 
change is to extend ERSTP functionality to affiliated Users in order to 
prevent transactions between Users who maintain individual memberships 
on the Exchange but where an affiliate relationship exists for which 
ERSTP functionality may be useful.
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    \14\ The Exchange will consider a User to be an affiliate of 
another User if: (i) Greater than 50% ownership is identified in a 
User's Form BD; and (ii) the Users execute an affidavit stating that 
a control relationship exists between the two Users.
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    To demonstrate how ERSTP will operate with the proposed affiliate 
identifier, the Exchange has included examples of potential scenarios 
in which ERSTP may be used by affiliated Users. For all examples below, 
Firm A and Firm B are presumed to have a controlling affiliate 
relationship and

[[Page 68786]]

will use an affiliate identifier of ``A'' when requesting ERSTP at the 
affiliate level. Firm C is unaffiliated with Firms A and B and uses an 
affiliate identifier of ``C''.
Affiliate Level ERSTP
    Scenario 1: Firm A submits a buy order. Firm B submits a sell 
order. Firm C also submits a sell order. Firm A has enabled ERSTP at 
the affiliate level using an affiliate identifier of A. Firm B has 
enabled ERSTP at the affiliate level using an affiliate identifier of 
A. Firm C has not enabled ERSTP. Firm A's buy order is prevented from 
executing with Firm B's sell order as each firm has enabled ERSTP at 
the affiliate level using an affiliate identifier of A. Firm A's buy 
order will be permitted to execute with Firm C's sell order because 
Firm C has not enabled ERSTP.
    Scenario 2: Firm A submits a buy order. Firm B submits a sell 
order. Firm C also submits a sell order. Firm A has enabled ERSTP at 
the affiliate level using an affiliate identifier of A. Firm B has not 
enabled ERSTP. Firm C has enabled ERSTP at the affiliate level using an 
affiliate identifier of C. Firm A's order will be eligible to trade 
with both Firm B and Firm C. Firm A's order is eligible to trade with 
Firm B because Firm B did not enable ERSTP. In order for ERSTP to 
prevent the matching of contra side orders, both the buy and sell order 
must contain an ERSTP modifier. Firm A's order is also eligible to 
trade with Firm C because even though Firm A and Firm C have both 
enabled ERSTP at the affiliate level, Firm A and Firm C have been 
assigned different affiliate identifiers.
    Scenario 3: Firm A submits a buy order and a sell order. Firm B 
submits a buy order. Firm A has enabled ERSTP at the affiliate level 
using an affiliate identifier of A. Firm B has enabled ERSTP at the 
affiliate level using an affiliate identifier of A. Firm A's buy order 
is not eligible to execute with Firm A's sell order because Firm A has 
enabled ERSTP at the affiliate level using an affiliate identifier of 
A. Firm A's sell order is not eligible to execute with Firm B's buy 
order because both Firm A and Firm B have enabled ERSTP at the 
affiliate level using an affiliate identifier of A.
    Scenario 4: Firm A submits a buy order and a sell order. Firm B 
submits a sell order. Firm C submits a sell order. Firm A has enabled 
ERSTP at the affiliate level using an affiliate identifier of A. Firm B 
has enabled ERSTP at the affiliate level using an affiliate identifier 
of A. Firm C has enabled ERSTP at the affiliate level using an 
affiliate identifier of C. Firm A's buy order is not eligible to 
execute with Firm A's sell order because Firm A has enabled ERSTP at 
the affiliate level using an affiliate identifier of A. Firm A's buy 
order is not eligible to execute with Firm B's sell order because both 
Firm A and Firm B have enabled ERSTP at the affiliate level using an 
affiliate identifier of A. Firm A's buy order is eligible to execute 
with Firm C's sell order because while Firm A and Firm C have enabled 
ERSTP at the affiliate level, Firm A and Firm C have been assigned 
different affiliate identifiers.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\15\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \16\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \17\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ Id.
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    In particular, the Exchange believes that the proposed affiliate 
level ERSTP functionality promotes just and equitable principles of 
trade by allowing Users to better manage order flow and prevent 
undesirable trading activity such as wash sales'' \18\ or self-trades 
\19\ that may occur as a result of the velocity of trading in today's 
high-speed marketplace. The proposed affiliate identifier and 
description of eligibility to utilize the proposed affiliate identifier 
does not introduce any new or novel functionality, but rather will 
extend the Exchange's ERSTP functionality in a manner generally 
consistent with the functionality currently offered at the MPID, 
Exchange Member, and ERSTP Group identifier levels because the proposed 
Users are required to have control over the affiliated User and 
transactions entered by the firms may be viewed as functionally 
originating from one User.\20\ For instance, the Users may share 
traders or trading strategies, and elected to not impose information 
barriers between trading desks. In this regard, Users may desire ERSTP 
functionality on an affiliate level that will help them achieve 
compliance \21\ with regulatory rules regarding wash sales and self-
trades in a very similar manner to the way that the current ERSTP 
functionality applies on the existing Unique Identifier level. In this 
regard, the proposed affiliate level ERSTP functionality will permit 
Users that have separate memberships but who also maintain an affiliate 
relationship, to prevent the execution of transactions by and between 
the Users.
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    \18\ Supra note 5.
    \19\ Supra note 6.
    \20\ The Exchange notes that the proposed rule filing is similar 
in in concept to how derivatives markets sometimes contemplate 
ownership and relationship between accounts. Specifically, in the 
derivatives markets, rules have developed around of the idea of 
``beneficial ownership'', and whether separate accounts have common 
ownership. For example, the CME Group (``CME''), an operator of 
global derivatives markets, recognizes that ``buy and sell orders 
for different accounts with common beneficial ownership . . . shall 
also be deemed to violate the prohibition on wash trades.'' See CME 
Rule 534. See also https://www.cmegroup.com/rulebook/files/cme-group-Rule-534.pdf, FAQ Q2, which describes ``common beneficial 
ownership'' as accounts with common beneficial ownership that is 
less than 100%.
    \21\ The Exchange reminds Users that while they may utilize 
ERSTP to help develop potential transactions such as wash sales or 
self-trades, Users, not the Exchange, are ultimately responsible for 
ensuring that their orders comply with applicable rules, laws, and 
regulations.
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    The Exchange also believes that the proposed rule change is fair 
and equitable, and is not designed to permit unfair discrimination. By 
way of example, subject to appropriate information barriers, many firms 
that are Users of the Exchange operate both a principal market making 
desk, which is responsible for handling and executing orders for the 
benefit of the User, and an agency trading desk that is responsible for 
handling and executing customer orders. In such instances, the User may 
elect to utilize ERSTP to prevent transactions between their market 
maker desk and their agency trading desk. In contrast, other firms may 
be part of a corporate structure that separates those business lines 
into separate, but affiliated, entities either for business, 
compliance, or historical reasons, with each entity maintaining its own 
Exchange membership. In scenarios where one User indirectly or directly 
controls the other User (e.g.,

[[Page 68787]]

voting power, shared traders and algorithms, shared trading strategies, 
shared technology, etc.), it is logical that the Users, though separate 
entities, may determine that transactions between their firms would 
potentially run afoul of certain securities rules, laws, or 
regulations, such as wash sales and self-trades. In this regard, absent 
the proposed rule change, such affiliated entities would not receive 
the same treatment as firms operating similar business lines within a 
single entity that is a User of the Exchange. Accordingly, the Exchange 
believes that its proposed policy is fair and equitable, and not 
unreasonably discriminatory.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. ERSTP is an optional 
functionality offered by the Exchange and Users are free to decide 
whether to use ERSTP in their decision-making process when submitting 
orders to the Exchange.
    The Exchange believes that the proposed affiliate identifier does 
not impose any intramarket competition as it seeks to enhance an 
existing functionality available to all Users. The Exchange is not 
proposing to introduce any new or novel functionality, but rather is 
proposing to provide an extension of its existing ERSTP functionality 
to Users who have an affiliate relationship with another User of the 
Exchange. Additionally, the proposed rule specifies which Users are 
eligible to use the proposed affiliate identifier, which will be 
available to any User who satisfies such criteria. ERSTP will continue 
to be an optional functionality offered by the Exchange and the 
addition of affiliate level ERSTP will not change how the current 
Unique Identifiers and ERSTP functionality operate.
    The Exchange believes that the proposed affiliate identifier does 
not impose any undue burden on intermarket competition. ERSTP is an 
optional functionality offered by the Exchange and Users are not 
required to use ERSTP functionality when submitting orders to the 
Exchange. Further, the Exchange is not required to offer ERSTP and is 
choosing to do so as a benefit for Users who wish to enable ERSTP 
functionality. Moreover, the proposed change is not being submitted for 
competitive reasons, but rather to provide Users enhanced order 
processing functionality that may prevent undesirable executions by 
affiliated Users such as wash sales or self-trades.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

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) of the Act \22\ and Rule 19b-4(f)(6) \23\ thereunder 
because the proposal does not: (i) significantly affect the protection 
of investors or the public interest; (ii) impose any significant burden 
on competition; and (iii) by its terms, become operative for 30 days 
from the date on which it was filed, or such shorter time as the 
Commission may designate if consistent with the protection of investors 
and the public interest.\24\
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6).
    \24\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's intent to file 
the proposed rule change, along with a brief description and text of 
the proposed rule change, at least five business days prior to the 
date of filing of the proposed rule change, or such shorter time as 
designated by the Commission. The Exchange has satisfied this 
requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \25\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \26\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing. The Exchange 
states that waiver of the 30-day operative delay would permit 
affiliated Users to immediately enable ERSTP functionality in order to 
better manage order flow and assist with preventing undesirable 
executions in the same manner as individual Users who currently enable 
ERSTP at either the MPID, Exchange Member identifier, or ERSTP Group 
identifier levels. The Commission believes that waiver of the 30-day 
operative delay is consistent with the protection of investors and the 
public interest because the proposed rule change does not raise any new 
or novel issues. Accordingly, the Commission hereby waives the 
operative delay and designates the proposal operative upon filing.\27\
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    \25\ 17 CFR 240.19b-4(f)(6).
    \26\ 17 CFR 240.19b-4(f)(6)(iii).
    \27\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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.\28\
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    \28\ 15 U.S.C. 78s(b)(3)(C).
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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-CboeEDGA-2022-017.

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-CboeEDGA-2022-017. 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

[[Page 68788]]

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-CboeEDGA-2022-
017, and should be submitted on or before December 7, 2022.
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    \29\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24894 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P