[Federal Register Volume 90, Number 81 (Tuesday, April 29, 2025)]
[Notices]
[Pages 17860-17862]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-07313]
[[Page 17860]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102918; File No. SR-PEARL-2025-17]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange
Rule 2625 To Introduce a New Data Product Known as the U.S. Equity
Short Volume & Trades Report
April 23, 2025.
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 April 14, 2025, MIAX PEARL, LLC (``MIAX Pearl'' or
``Exchange''),\3\ filed with the Securities and Exchange Commission
(``Commission'') the 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. 78a.
\2\ 17 CFR 240.19b-4.
\3\ All references to ``MIAX Pearl'' in this filing are to MIAX
Pearl Equities, the equities trading facility of MIAX PEARL, LLC.
See Exchange Rule 1901.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Exchange Rule 2625 to introduce a
new data product to be known as the U.S. Equity Short Volume & Trades
Report.
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, MIAX Pearl 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. MIAX Pearl 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Exchange Rule 2625 to adopt a new
subparagraph 2625(b)(1)(i) in order to introduce a new data product to
be known as the U.S. Equity Short Volume & Trades Report. A description
of market data products offered by the Exchange is provided in Exchange
Rule 2625 and proposed Exchange Rule 2625(b)(1)(i) provides that the
U.S. Equity Short Volume & Trades Report is a report that will contain
both an end-of-day short volume report and an end-of-month report that
provides a record of all short sale transactions for the month. The
Exchange's proposed U.S. Equity Short Volume & Trades Report is
substantively similar to the same-named reports offered by Cboe BZX
Exchange, Inc. (``BZX Equities''), Cboe EDGX Exchange, Inc. (``EDGX
Equities''), Cboe BYX Exchange, Inc. (``BYX Equities''), and Cboe EDGA
Exchange, Inc. (``EDGA Equities'').\4\
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\4\ See BZX Equities Rule 11.22(f); BYX Equities Rule 11.22(f);
EDGX Equities Rule 13.8(h); and EDGA Equities Rule 13.8(h).
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The proposed end-of-day report (``EOD Report'') included within the
U.S. Equity Short Volume & Trades Report will summarize certain equity
trading activity on the Exchange, including trade date,\5\ total trade
volume,\6\ sell short trade volume,\7\ and sell short exempt trade
volume,\8\ by symbol.\9\ The proposed end-of-month report (``EOM
Report'') included in the U.S. Equity Short Volume & Trades Report will
provide a record of all short sale transactions for the month,
including trade date and time (in nanoseconds),\10\ trade size,\11\
trade price,\12\ and type of short sale execution,\13\ by symbol and
exchange.\14\ The U.S. Equity Short Volume & Trades Report will be
available for purchase to both Equity Members \15\ as well as non-
Members.\16\
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\5\ ``Trade date'' is the date of trading activity in yyyy-mm-dd
format. This is the same format as is currently provided in the Cboe
family of exchanges' reports. See Cboe U.S. Equity Short Volume &
Trades Report Product Specifications, v1.0, available at https://datashop.cboe.com/documents/CboeEquityShortVol_Trades_Spec.pdf (last
visited April 2, 2025) (``Cboe Short Sale Report Spec'').
\6\ ``Total trade volume'' is the total number of shares
transacted. This data point is included in the Cboe family of
exchanges' reports. See id.
\7\ ``Sell short trade volume'' is the total number of shares
sold short. This data point is included in the Cboe family of
exchanges' reports. See id.
\8\ ``Sell short exempt trade volume'' is the total number of
shares sold short classified as exempt. This data point is included
in the Cboe family of exchanges' reports. See id.
\9\ ``Symbol'' refers to the MIAX Pearl Equities formatted
symbol in which the trading activity occurred. See https://www.miaxglobal.com/markets/us-equities/pearl-equities/listings.
\10\ ``Trade date and time'' is the date and time of trading
activity in yyyy-mm-dd hh:mm:ss:mmm:nnnnnn (nanoseconds) ET format.
This data point is substantively similar to the trade date and time
data point included in the Cboe family of exchanges' reports, except
that the Cboe family of exchanges' reports are in microseconds. See
Cboe Short Sale Report Spec, supra note 5.
\11\ ``Trade size'' is the number of shares transacted. This
data point is included in the Cboe family of exchanges' reports. See
id.
\12\ ``Trade price'' is the price at which shares were
transacted. This data point is included in the Cboe family of
exchanges' reports. See id.
\13\ ``Short sale type'' is a data field that will indicate
whether the transaction was a short sale or short sale exempt
transaction. A short sale transaction is a transaction in which a
seller sells a security which the seller does not own, or the seller
has borrowed for its own account. See 17 CFR 242.200. A short sale
exempt transaction is a short sale transaction that is exempt from
the short sale price test restrictions of Regulation SHO Rule 201.
See 17 CFR 242.201(c). This data point is included in the Cboe
family of exchanges' reports. See id.
\14\ ``Exchange'' is the market identifier (H = PEARL).
\15\ The term ``Equity Member'' is a Member authorized by the
Exchange to transact business on MIAX Pearl Equities. See Exchange
Rule 1901.
\16\ The Exchange intends to submit a separate filing to
establish fees for the U.S. Equity Short Volume & Trades Report.
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As noted herein, the data fields proposed to be included in the
proposed EOD Report and EOM Report are substantively similar to the
data fields included by BZX Equities, BYX Equities, EDGX Equities and
EDGA Equities in their reports of the same name.\17\
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\17\ See supra note 5. See also, e.g., Securities Exchange Act
Release No. 97304 (April 13, 2023), 88 FR 24246 (April 19, 2023)
(SR-CboeBZX-2023-024).
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Both the EOD Report and EOM Report will be included in the cost of
the U.S. Equity Short Volume & Trades Report and will be available for
purchase by both Equity Members and non-Members on an annual or monthly
subscription basis. At this time, the Exchange does not propose to
offer historical data in the EOD Report and EOM Report.\18\
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\18\ The Exchange notes that this differs from the Cboe family
of exchanges' reports, which currently offer historical data. See
fee schedules for BZX Equities, BYX Equities, EDGX Equities, and
EDGA Equities, available at https://www.cboe.com/us/equities/membership/pricing/ (last visited April 3, 2025) (providing users
the ability to purchase historical US Equity Short Volume & Trades
Report data on a per month basis).
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The Exchange anticipates that a wide variety of market participants
will purchase the proposed U.S. Equity Short Volume & Trades Report,
including, but not limited to, active equity trading firms and academic
[[Page 17861]]
institutions. For example, the Exchange notes that academic
institutions may utilize the U.S. Equity Short Volume & Trades Report
data and as a result promote research and studies of the equities
industry to the benefit of all market participants. The Exchange
further believes the proposed U.S. Equity Short Volume & Trades Report
may provide helpful trading information regarding investor sentiment
that may allow market participants to make more informed trading
decisions and may be used to create and test trading models and
analytical strategies and provide comprehensive insight into trading on
the Exchange. The proposed U.S. Equity Short Volume & Trades Report is
a completely voluntary product, in that the Exchange is not required by
any rule or regulation to make this data available and that potential
subscribers may purchase it only if they voluntarily choose to do so.
The Exchange also proposes to amend the heading of Exchange Rule
2625 to now be ``Proprietary Data Products and Reports''. The Exchange
proposes to add two subheadings under Rule 2625, which are ``(a)
Proprietary Market Data Products'' and ``(b) Reports''. The currently
available data products provided by the Exchange are Depth of Market
Feed, Top of Market Feed, and Historical Data, which would fall under
proposed Exchange Rule 2625(a). Subparagraphs (a)-(c) of Exchange Rule
2625 will be renumbered as (a)(1)(i)-(a)(1)(iii). The proposed U.S.
Equity Short Volume & Trades Report would fall under proposed
subparagraph (b)(1)(i) of Exchange Rule 2625. The purpose of these
changes is to provide consistency and clarity in the Exchange's
Rulebook regarding available market data products and reports.
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.\19\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \20\ 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) \21\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\19\ 15 U.S.C. 78f(b).
\20\ 15 U.S.C. 78f(b)(5).
\21\ Id.
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In adopting Regulation NMS, the Commission granted self-regulatory
organizations (``SROs'') and broker-dealers increased authority and
flexibility to offer new and unique market data to the public. It was
believed that this authority would expand the amount of data available
to consumers, and also spur innovation and competition for the
provision of market data. The Exchange believes that the proposed U.S.
Equity Short Volume & Trades Report would further broaden the
availability of U.S. equity market data to investors consistent with
the principles of Regulation NMS. The proposal also promotes increased
transparency through the dissemination of short volume and short sale
execution data. The proposed rule change would benefit investors by
providing access to the U.S. Equity Short Volume & Trades data, which
may promote better informed trading, as well as research and studies of
the equities industry.
Moreover, as noted above, the Cboe family of exchanges offer
substantively similar reports on a daily and monthly basis via a short
sale file.\22\ The Cboe reports provide data that is substantively
similar to the offering proposed by the Exchange. The proposed EOD
Report that will be offered as one component of the U.S. Equity Short
Volume & Trades Report will contain trade date, total trade volume,
sell short trade volume, and sell short exempt trade volume by symbol,
which is substantially similar to the Cboe family of exchanges' daily
short volume product offerings.\23\ The proposed EOM Report that will
be offered as the second component of the U.S. Equity Short Volume &
Trades Report will contain date, time, size, price, short sale type,
market center, and symbol, which is nearly identical to the data fields
found within the Cboe family of exchanges' monthly short volume
reports.\24\ As stated previously, the Exchange's EOM Report is nearly
identical to the Cboe family of exchanges' monthly reports in that the
Exchange will offer substantively similar data fields. Accordingly, the
proposed U.S. Equity Short Volume & Trades Report does not provide a
unique or novel data offering, but rather offers data points consistent
with other data products already available and utilized by market
participants today.
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\22\ See supra note 5.
\23\ See supra notes 6, 7, 8 and 9.
\24\ See supra notes 10, 11, 12, 13, and 14.
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The Exchange believes the proposed changes to the headings and
subparagraphs in Exchange Rule 2625 will promote just and equitable
principles of trade and remove impediments to and perfect the mechanism
of a free and open market and a national market system because the
proposed rule changes will provide greater clarity to Equity Members
and the public regarding the Exchange's Rulebook regarding available
market data products and reports.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal will impose any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intramarket Competition
The Exchange believes the proposed rule change does not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Rather, the Exchange
believes that the proposal will promote fair competition among the
national securities exchanges by permitting the Exchange to offer a
data product that provides substantially the same data offered by other
equities exchanges.\25\ The Exchange's proposed U.S. Equity Short
Volume & Trades Report will contain both an EOD Report and an EOM
Report, both of which are nearly identical to the Cboe family of
exchanges' data product offerings.
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\25\ See supra note 5.
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Intermarket Competition
Additionally, the Exchange believes the proposed rule change does
not impose any burden on intermarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. The U.S.
Equity Short Volume & Trades Report will be available equally to Equity
Members and non-Members. Market participants are not required to
purchase the U.S. Equity Short Volume & Trades Report, and the Exchange
is not required to make the U.S. Equity Short Volume & Trades Report
available. Rather, the Exchange is voluntarily making the U.S. Equity
Short Volume & Trades Report available, as requested by customers,
[[Page 17862]]
and market participants may choose to receive (and, subject to filing
by the Exchange, pay for) this data based on their own business needs.
Potential purchasers may request the data at any time if they believe
it to be valuable or may decline to purchase such data. Given the
above, 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 does not believe that the proposed changes to the
headings and subparagraphs in Exchange Rule 2625 will impose any burden
on competition not necessary or appropriate in furtherance of the
purposes of the Act. Specifically, the Exchange believes the proposed
changes will not impose any burden on intra-market because the rules of
the Exchange apply to all Equity Members equally. The proposed rule
changes to the headings and subparagraphs in Exchange Rule 2625 will
have no impact on competition as they are not designed to address any
competitive issue but rather are designed to provide added clarity to
the Exchange's Rulebook.
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
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \26\ and Rule 19b-4(f)(6) \27\ thereunder.
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 \28\ and Rule 19b-4(f)(6) \29\
thereunder.
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\26\ 15 U.S.C. 78s(b)(3)(A).
\27\ 17 CFR 240.19b-4(f)(6).
\28\ 15 U.S.C. 78s(b)(3)(A).
\29\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
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 under Rule 19b-4(f)(6) \30\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\31\ the Commission
may 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 proposed
rule change may become operative immediately upon filing. The Exchange
states that its proposed U.S. Equity Short Volume & Trades Report is
nearly identical to the US Equity Short Volume & Trades Reports
provided by the Cboe family of exchanges, and that introduction of its
proposed report will promote competition among the national securities
exchanges. For these reasons, and because the proposed rule change does
not raise any novel legal or regulatory issues, the Commission believes
that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest. Therefore, the
Commission hereby waives the 30-day operative delay and designates the
proposed rule change to be operative upon filing.\32\
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\30\ 17 CFR 240.19b-4(f)(6).
\31\ 17 CFR 240.19b-4(f)(6)(iii).
\32\ 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. 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-2025-17 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-2025-17. 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-2025-17 and should be
submitted on or before May 20, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
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\33\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-07313 Filed 4-28-25; 8:45 am]
BILLING CODE 8011-01-P