Notice2021-22575
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fees in BZX Rule 14.13 Applicable to Securities Listed on the Exchange
Primary source
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Published
October 18, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 198 (Monday, October 18, 2021)</title>
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[Federal Register Volume 86, Number 198 (Monday, October 18, 2021)]
[Notices]
[Pages 57707-57709]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-22575]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93294; File No. SR-CboeBZX-2021-068]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Fees in BZX Rule 14.13 Applicable to Securities Listed on the
Exchange
October 12, 2021.
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 September 30, 2021, Cboe BZX Exchange, Inc. (``Exchange'') 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. 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
Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') is filing
with the Securities and Exchange Commission (``Commission'') a proposed
rule change to amend the fees applicable to securities listed on the
Exchange, which are set forth in BZX Rule 14.13, Company Listing Fees.
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 (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), 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
On August 30, 2011, the Exchange received approval of rules
applicable to the qualification, listing, and delisting of companies on
the Exchange,\3\ which it modified on February 8, 2012 in order to
adopt pricing for the listing of
[[Page 57708]]
exchange-traded products (``ETPs'') \4\ on the Exchange.\5\ The
Exchange currently charges entry fees for non-generically listed ETPs
and charges certain annual listing fees pursuant to Exchange Rule
14.13.
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\3\ See Securities Exchange Act Release No. 65225 (August 30,
2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018).
\4\ As defined in Rule 11.8(e)(1)(A), the term ``ETP'' means any
security listed pursuant to Exchange Rule 14.11.
\5\ See Securities Exchange Act Release No. 66422 (February 17,
2012), 77 FR 11179 (February 24, 2012) (SR-BATS-2012-010).
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Now, the Exchange proposes to adopt Rule 14.13(b)(3) which would
provide for a Corporate Actions Fee. The proposed Corporate Actions Fee
would apply to a Company \6\ making a corporate action that would
require the Exchange to update its records. For example, a change to
the Company name or symbol, par value, shareholder rights plan, or
reverse stock split would be subject to the proposed fee.\7\ Such a fee
would be used to address the costs associated with revising the
Exchange's records when Companies engage in such corporate actions. The
Exchange notes that Companies making multiple changes (e.g., a change
to both the symbol and par value) that results from the same corporate
action in an individual security would be charged a total of $2,500,
and would not be assessed a separate Corporate Actions Fee for each
change. The Exchange proposes to implement the proposed fee effective
January 1, 2022.
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\6\ See Exchange Rule 14.1(a)(3).
\7\ The Exchange notes that the proposed Corporate Actions Fee
is substantively similar to those charged by NYSE Arca, Inc.
(``Arca''). See the Administrative Fees provided under the Arca
Equities Listing Fees at <a href="https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf</a>.
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2. Statutory Basis
The Exchange believes that the proposed rule changes are consistent
with the objectives of Section 6 of the Act,\8\ in general, and
furthers the objectives of Section 6(b)(4) and 6(b)(5),\9\ in
particular, as it is designed to provide for the equitable allocation
of reasonable dues, fees and other charges among its issuers, and it
does not unfairly discriminate between customers, issuers, brokers or
dealers.
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\8\ 15 U.S.C. 78f.
\9\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange believes that proposed Rule 14.13(b)(3) which
implements a Corporate Action Fee for Companies with securities listed
on the Exchange is a reasonable, fair and equitable, and not unfairly
discriminatory allocation of fees and other charges because it would
apply equally for all Companies making a corporate action that would
require the Exchange to update its records. The Exchange believes that
charging such a Corporate Action Fee is reasonable given the additional
resources required by the Exchange in connection with such a corporate
action.
Furthermore, the marketplace for listings is extremely competitive
and there are several other national securities exchanges that offer
ETP listings. Transfers between listing venues occur frequently for
numerous reasons, including listing fees. The proposed rule change
reflects a competitive pricing structure, which the Exchange believes
will enhance competition both among ETP issuers and listing venues, to
the benefit of investors. Furthermore, as noted above the proposed
change is substantively similar to fees charged by Arca.\10\
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\10\ Supra note 14 [sic].
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Based on the foregoing, the Exchange believes that the proposed
rule changes are consistent with the Act.
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 not necessary or appropriate in
furtherance of the purposes of the Act. With respect to the proposed
new Corporate Actions Fee, the Exchange does not believe that the
changes burden competition, but instead, enhance competition, as it is
intended to address the costs associated with revising the Exchange's
records when Companies engage in corporate actions. As such, the
proposal is a competitive proposal designed to enhance pricing
competition among listing venues and implement pricing for corporate
actions that better reflects expenses associated with listing ETPs on
the Exchange. The Exchange does not believe the proposed amendment
would burden intramarket competition as the proposed fee would be
assessed to all issuers uniformly that require a change to Exchange
records resulting from a corporate action.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from Members or other interested
parties.
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 \11\ and paragraph (f) of Rule 19b-4 \12\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f).
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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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#4634332a236b25292b2b232832350635232568212930"><span class="__cf_email__" data-cfemail="2755524b420a44484a4a424953546754424409404851">[email protected]</span></a>. Please include
File Number SR-CboeBZX-2021-068 on the subject line.
Paper Comments
<bullet> 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-2021-068. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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
[[Page 57709]]
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-2021-068 and should
be submitted on or before November 8, 2021.
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\13\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-22575 Filed 10-15-21; 8:45 am]
BILLING CODE 8011-01-P
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