[Federal Register Volume 87, Number 220 (Wednesday, November 16, 2022)]
[Notices]
[Pages 68756-68759]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-24956]



[[Page 68756]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96295; File No. SR-CboeBZX-2022-053]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Rule 11.9(f) To Permit Affiliated Users To Enable Match Trade 
Prevention

November 10, 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 BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') 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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') proposes to 
amend Exchange Rule 11.9(f) (``Match Trade Prevention (``MTP'') 
Modifiers'') to permit affiliated Users to enable Match 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/bzx/), 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 11.9(f) (``Match Trade 
Prevention (``MTP'') 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. Adding an affiliate identifier for MTP functionality on the 
Exchange would allow affiliated Users \5\ to enable MTP at the 
affiliate level, in addition to the current MTP functionality based on 
market participant identifier (``MPID''), Exchange Member identifier, 
trading group identifier, or Exchange Sponsored Participant identifier 
(any such existing identifier, a ``Unique Identifier'').\6\ Currently, 
the Exchange's MTP 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\ MTP 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(cc). ``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(aa). 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 11.9(f).
    \7\ Id.
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    As noted above, there are currently four Unique Identifiers that a 
User may choose from when submitting an order subject to MTP: (i) MPID; 
\8\ (ii) Exchange Member identifier; (iii) trading group identifier; 
and (iv) Exchange Sponsored Participant identifier.\9\ MTP 
functionality is optional for Users 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 MTP functionality using the MPID Unique Identifier will 
prevent contra side executions between the same MPID from occurring. A 
User who enables MTP 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 trading 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. Users who enable MTP functionality 
using the Exchange Sponsored Participant Unique Identifier will prevent 
matched trades between contra side orders with an identical Sponsored 
Participant identifier. 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. 60266 (July 9, 
2009), 74 FR 34380 (July 15, 2009) SR-BATS-2009-022 (``Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend BATS Rule 11.9, Entitled ``Orders and Modifiers''''), in which 
the Exchange adopted Member Match Trade Prevention (now known as 
MTP) and designated MPID, Exchange Member identifier, or Exchange 
Sponsored Participant identifier as Unique Identifiers. See also 
Securities Exchange Act Release No. 67093 (June 1, 2012), 77 FR 
33798 (June 7, 2012) SR-BATS-2012-018 (``Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change to Amend BATS Rules 
Related to the Operation of BATS Post Only Orders and Match Trade 
Prevention Functionality''), which amended the definition of Unique 
Identifier to include trading group identifier.
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    The Exchange now proposes to amend Rule 11.9(f) and enhance its 
existing MTP functionality by introducing a fifth 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 use of the affiliate 
identifier will be determined.\10\
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    \10\ Infra note 14.

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[[Page 68757]]

The proposed addition of the affiliate identifier does not present any 
new or novel MTP functionality, but rather would extend existing MTP 
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 MTP functionality can replace User-managed risk 
management solutions.
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    \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 or Sponsored Participant relationships 
to utilize MTP where one User is an affiliate of another User.\14\ 
Specifically, the Exchange is proposing to allow affiliated Users to 
use MTP functionality in order to prevent executions from occurring 
between those individual Users. When a User requests MTP 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 MTP 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 MTP 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 MTP will operate with the proposed affiliate 
identifier, the Exchange has included examples of potential scenarios 
in which MTP may be used by affiliated Users. For all examples below, 
Firm A and Firm B are presumed to have a controlling affiliate 
relationship and will use an affiliate identifier of ``A'' when 
requesting MTP at the affiliate level. Firm C is unaffiliated with 
Firms A and B and uses an affiliate identifier of ``C''.
Affiliate Level MTP
    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 MTP at the 
affiliate level using an affiliate identifier of A. Firm B has enabled 
MTP at the affiliate level using an affiliate identifier of A. Firm C 
has not enabled MTP. Firm A's buy order is prevented from executing 
with Firm B's sell order as each firm has enabled MTP 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 MTP.
    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 MTP at the 
affiliate level using an affiliate identifier of A. Firm B has not 
enabled MTP. Firm C has enabled MTP 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 MTP. In order for MTP to prevent 
the matching of contra side orders, both the buy and sell order must 
contain an MTP modifier. Firm A's order is also eligible to trade with 
Firm C because even though Firm A and Firm C have both enabled MTP 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 MTP at the affiliate level 
using an affiliate identifier of A. Firm B has enabled MTP 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 MTP 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 MTP 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 
MTP at the affiliate level using an affiliate identifier of A. Firm B 
has enabled MTP at the affiliate level using an affiliate identifier of 
A. Firm C has enabled MTP 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 MTP 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 MTP 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 MTP at the 
affiliate level, Firm A and Firm C have been assigned different 
affiliate identifiers.
    The Exchange plans to implement the proposed rule change during the 
fourth quarter of 2022 or first quarter of 2023, and will announce the 
implementation date via Trade Desk Notice.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
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

[[Page 68758]]

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 MTP 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 MTP functionality in a manner generally consistent with the 
functionality currently offered at the MPID, Exchange Member, trading 
group, and Sponsored Participant 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 MTP 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 MTP functionality applies on the 
existing Unique Identifier level. In this regard, the proposed 
affiliate level MTP functionality will permit Users that have separate 
memberships or Sponsored Participant relationships 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 MTP 
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 MTP 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., 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. MTP is an optional 
functionality offered by the Exchange and Users are free to decide 
whether to use MTP 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 MTP 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 affiliate identifier and is available to any User 
who satisfies such criteria. MTP will continue to be an optional 
functionality offered by the Exchange and the addition of affiliate 
level MTP will not change how the current Unique Identifiers and MTP 
functionality operate.
    The Exchange believes that the proposed affiliate identifier does 
not impose any undue burden on intermarket competition. MTP is an 
optional functionality offered by the Exchange and Users are not 
required to use MTP functionality when submitting orders to the 
Exchange. Further, the Exchange is not required to offer MTP and is 
choosing to do so as a benefit for Users who wish to enable MTP 
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

[[Page 68759]]

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 MTP functionality in order to 
better manage order flow and assist with preventing undesirable 
executions in the same manner as individual Users who currently enable 
MTP at either the MPID, Exchange Member identifier, or Exchange 
Sponsored Participant 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-CboeBZX-2022-053.

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-CboeBZX-2022-053. 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-CboeBZX-2022-053, and should be 
submitted on or before December 7, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24956 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P