[Federal Register Volume 89, Number 79 (Tuesday, April 23, 2024)]
[Notices]
[Pages 30398-30400]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-08576]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99984; File No. SR-PEARL-2024-19]


Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Make Minor, 
Non-Substantive Edits to Rule 531, Reports and Market Data Products

April 17, 2024.
    Pursuant to the provisions of 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 April 9, 2024, MIAX PEARL, LLC (``MIAX Pearl'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I and II 
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 (1) make a non-
substantive, clarifying change to a footnote in prior rule filings 
submitted to the U.S. Securities and Exchange Commission 
(``Commission'') for immediate effectiveness pursuant to Section 
19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6) \4\ to adopt the 
Liquidity Taker Event Report and Liquidity Taker Event Report--Resting 
Simple Orders; \5\ and (2) make a non-substantive clarifying change to 
Exchange Rule 531, Reports and Market Data Products.
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    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ The Exchange notes that its affiliate, MIAX Emerald, LLC 
(``MIAX Emerald''), submitted the first filing to adopt the 
Liquidity Taker Event Report--Simple Orders, pursuant to Section 
19(b)(2) of the Act. 15 U.S.C. 78s(b)(2). See Securities Exchange 
Act Release Nos. 91356 (March 18, 2021), 86 FR 15759 (March 24, 
2021) (SR-EMERALD-2021-09) (Notice of Filing of a Proposed Rule 
Change To Adopt Exchange Rule 531, Reports, To Provide for the New 
``Liquidity Taker Event Report''); and 91787 (May 6, 2021), 86 FR 
26111 (May 12, 2021) (SR-EMERALD-2021-09) (Order Approving Proposed 
Rule Change To Adopt Exchange Rule 531(a), Reports, To Provide for a 
New ``Liquidity Taker Event Report'').
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    The text of the proposed rule change is available on the Exchange's 
website at https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings, at MIAX Pearl'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 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: (1) make a non-substantive, clarifying 
change to a footnote in prior rule filings submitted to the Commission 
for immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act 
\6\ and Rule 19b-4(f)(6) \7\ thereunder to adopt the Liquidity Taker 
Event Report and Liquidity Taker Event Report--Resting Simple Orders; 
and (2) make a non-substantive clarifying change to Exchange Rule 531, 
Reports and Market Data Products.
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(6).
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    The Exchange offers two versions of the Liquidity Taker Event 
Report: (1) Liquidity Taker Event Report (referred to herein as the 
``Simple Order Report''); and (2) Liquidity Taker Event Report--Resting 
Simple Orders (referred to herein as the ``Resting Simple Order 
Report'').\8\ Each of the Reports are available for purchase by 
Exchange Members \9\ on a voluntary basis. The Exchange's prior rule 
filings to adopt each Liquidity Taker Event Report were submitted to 
the Commission for immediate effectiveness pursuant to Section 
19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) thereunder.\11\ Each 
Liquidity Taker Event Report is described under Exchange Rules 531(a) 
and (c).\12\
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    \8\ The Simple Order Report and Resting Simple Order Report are 
collectively referred to herein as the ``Reports.''
    \9\ The term ``Member'' means an individual or organization that 
is registered with the Exchange pursuant to Chapter II of the 
Exchange's Rules for purposes of trading on the Exchange as an 
``Electronic Exchange Member'' or ``Market Maker.'' Members are 
deemed ``members'' under the Exchange Act. See Exchange Rule 100.
    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ See Exchange Rules 531(a) and (c); see also Securities 
Exchange Act Release Nos. 92082 (June 1, 2021), 86 FR 30337 (June 7, 
2021) (SR-PEARL-2021-25) (Notice of Filing and Immediate 
Effectiveness of a Proposed Rule Change To Amend Rule 531, Reports 
and Market Data Products, To Adopt the Liquidity Taker Event Report 
for Options Trading); and 96837 (February 8, 2023), 88 FR 9543 
(February 14, 2023) (SR-PEARL-2023-01) (Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Amend Exchange 
Rule 531, Reports and Market Data Products, To Provide for the New 
``Liquidity Taker Event Report-- Resting Simple Orders'').
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    In general, each Liquidity Taker Event Report is a daily report 
that provides a Member (``Recipient Member'') with its liquidity 
response time details for executions and contra-side responses of

[[Page 30399]]

an order resting on the Book,\13\ where that Recipient Member attempted 
to execute against such resting order \14\ within a certain 
timeframe.\15\ The content of each of the Reports is specific to the 
Recipient Member and each Liquidity Taker Event Report does not include 
any information related to any Member other than the Recipient Member.
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    \13\ The ``Book'' is the Exchange's electronic book of buy and 
sell orders and quotes maintained by the System. See Exchange Rule 
100.
    \14\ Only displayed orders are included in the Reports. The 
Exchange notes that it does not currently offer any non-displayed 
orders on its options trading platform.
    \15\ A complete description of each of the Reports can be found 
in the prior rule filings to adopt the Reports. See supra note 12.
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    Proposal To Amend a Footnote in Each of the Filings To Adopt the 
Reports (SR-PEARL-2021-25 and SR-PEARL-2023-01)
    The Exchange proposes to make a clarifying change to one of the 
footnotes in each of the filings to adopt each Liquidity Taker Event 
Report. Each of the filings to adopt each Liquidity Taker Event Report 
contains a section that describes information in each report that 
corresponds to the Recipient Member. Each of the prior filings states 
that the ``following information would be included in the [Simple Order 
Report or Resting Simple Order Report] regarding response(s) sent by 
the Recipient Member: (A) Recipient Member identifier; (B) the time 
difference between the time the first response that executes against 
the resting order was received by the Exchange and the time of each 
response sent by the Recipient Member, regardless of whether it 
executed or not; (C) size and type of each response submitted by 
Recipient Member; and (D) response reference number, which is a unique 
reference number attached to the response by the Recipient Member.\16\ 
Further, each of the filings includes a footnote at the end of 
romanette ``(B)'' in the paragraph described above, which states as 
follows:
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    \16\ See supra note 12. For the Simple Order Report, see 
Exchange Rule 531(a)(1)(iii); for the Resting Simple Order Report, 
see Exchange Rule 531(c)(1)(iii).

    For purposes of calculating this duration of time, the Exchange 
will use the time the resting order and the Recipient Member's 
response(s) is received by the Exchange's network, both of which 
would be before the order and response(s) would be received by the 
System. This time difference would be provided in nanoseconds.\17\
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    \17\ See supra note 12, 86 FR 30337, at 30339, footnote 20; and 
88 FR 9543, at 9545, footnote 21.
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    The Exchange proposes to clarify the above footnote. Specifically, 
the Exchange proposes to replace ``the resting order'' with ``the first 
response that executes against the resting order.'' Accordingly, with 
the proposed change, the referenced footnotes in each of the filings to 
adopt the Reports would read as follows:

    For purposes of calculating this duration of time, the Exchange 
will use the time the first response that executes against the 
resting order and the Recipient Member's response(s) is received by 
the Exchange's network, both of which would be before the order and 
response(s) would be received by the System. This time difference 
would be provided in nanoseconds.
    The purpose of the proposed change is to correct a non-substantive 
error in a footnote of each rule filing to adopt the Reports. The 
Exchange notes that the rule text in Exchange Rule 531 that describes 
each of the Reports was correctly adopted and does not require any 
change; only the footnote described above needs to be clarified. This 
change does not impact or alter the information provided to any 
Recipient Member.
Cleanup to Exchange Rule 531(c)
    The Exchange proposes to make a non-substantive clarifying change 
to Exchange Rule 531, Reports and Market Data Products. Currently, 
Exchange Rule 531(c) provides the rule text for the Resting Simple 
Order Report. In particular, Exchange Rule 531(c) provides that ``[t]he 
Liquidity Taker Event Report-Resting Simple Orders is a daily report 
that provides a Member (`Recipient Member') with its liquidity response 
time details for executions against an order resting on the Simple 
Order Book, where that Recipient Member attempted to execute against 
such resting order within the timeframe specified under paragraph (2) 
below.'' The Exchange proposes to delete the words ``Simple Order'' 
when referring to the Book. The purpose of this proposed change is to 
provide consistency and clarity within the Rulebook as the defined 
term, the ``Book,'' refers to the Exchange's electronic book of buy and 
sell orders and quotes maintained by the System.\18\
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    \18\ See Exchange Rule 100.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\19\ in general, and furthers the 
objectives of Section 6(b)(5),\20\ in particular, because it is 
designed to prevent fraudulent and manipulative acts and practices, 
promote just and equitable principles of trade, foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, 
protect investors and the public interest.
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    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed change to each of the 
footnotes described above for each Liquidity Taker Event Report 
protects investors and the public interest, as well as removes 
impediments to and perfects the mechanism of a free and open market and 
a national market system because the change is designed solely to 
correct non-substantive errors in prior filings, and none which have 
any impact on the Exchange's actual rule text for each of the Reports. 
This proposed change does not impact or alter the operation of Exchange 
Rule 531 regarding the Reports.
    Similarly, the Exchange believes that the proposed change to delete 
the words ``Simple Order'' when referring to the Book in Exchange Rule 
531(c) removes impediments to and perfects the mechanism of a free and 
open market and a national market system because the change is designed 
to provide consistency and clarity within the Rulebook as the defined 
term, the ``Book,'' refers to the Exchange's electronic book of buy and 
sell orders and quotes maintained by the System. This proposed change 
does not impact or alter the operation of Exchange Rule 531(c).

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

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act, as amended.
    The non-substantive corrections to the footnotes in prior filings 
to adopt each Liquidity Taker Event Report would not impact competition 
because such changes would not enhance or alter the Exchange's ability 
to compete, but rather, clarify a prior error which would reduce the 
potential for inadvertent investor confusion. Similarly, the proposed 
change to delete the words ``Simple Order'' when referring to the Book 
in Exchange Rule 531(c) would not impact competition because such 
change would not enhance or alter the Exchange's ability to compete, 
but rather, provide consistency and clarity within the Rulebook.

[[Page 30400]]

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.

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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \21\ and Rule 19b-
4(f)(6) thereunder.\22\
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    \21\ 15 U.S.C. 78s(b)(3)(A).
    \22\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its 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 \23\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \24\ 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 requested that the Commission waive the 30-day operative delay so 
that the proposal may become operative immediately upon filing. The 
Exchange stated that the proposed changes to the footnotes in the 
filings to adopt each of the Reports would correct non-substantive 
errors in prior filings. The Exchange also stated that the proposed 
non-substantive, clarifying change to Exchange Rule 531 deleting the 
words ``Simple Order'' when referring to the Book would provide 
consistency and clarity within the Rulebook. For these reasons, and 
because the proposal raises no novel legal or regulatory issues, the 
Commission believes that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposed rule change operative upon filing.\25\
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 17 CFR 240.19b-4(f)(6)(iii).
    \25\ 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 such 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.

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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-PEARL-2024-19 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-PEARL-2024-19. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-PEARL-2024-19 and should be 
submitted on or before May 14, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12), (59).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08576 Filed 4-22-24; 8:45 am]
BILLING CODE 8011-01-P