Notice2021-24325
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Exchange Rule 2616, Priority of Orders
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 8, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 86 Issue 213 (Monday, November 8, 2021)</title>
</head>
<body><pre>
[Federal Register Volume 86, Number 213 (Monday, November 8, 2021)]
[Notices]
[Pages 61796-61798]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-24325]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93506; File No. SR-PEARL-2021-35]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
of Amendment No. 1 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1, To Amend Exchange
Rule 2616, Priority of Orders
November 2, 2021.
I. Introduction
On July 20, 2021, MIAX PEARL, LLC (``MIAX Pearl'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
amend Exchange Rule (``Rule'') 2616, Priority of Orders, to provide
that an order receive a new timestamp when its position is modified via
a Cancel/Replace message during a short sale period. The proposed rule
change was published for comment in the Federal Register on August 6,
2021.\3\ On September 16, 2021, pursuant to Section 19(b)(2) of the
Act,\4\ the Commission designated a longer period within which to
approve the proposed rule change, disapprove the proposed rule change,
or institute proceedings to determine whether to disapprove the
proposed rule change.\5\ On September 28, 2021, the Exchange filed
Amendment No. 1 to the proposed rule change.\6\ The Commission has
received no comments on the proposed rule change. This order provides
notice of the filing of Amendment No. 1 to the proposed rule change,
and grants approval to the proposed rule change, as
[[Page 61797]]
modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 92545 (August 2,
2021), 86 FR 43279 (August 6, 2021) (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 93024 (September 16,
2021), 86 FR 52704 (September 22, 2021). The Commission designated
November 4, 2021, as the date by which the Commission shall approve
or disapprove, or institute proceedings to determine whether to
disapprove, the proposed rule change.
\6\ In Amendment No. 1, the Exchange amended the proposal to:
(1) Provide additional explanation and rationale for the proposed
rule change; (2) describe how the proposed rule change should have
minimal impact based on past trading activity on the Exchange; (3)
enhance statements concerning each equity member's obligations to
comply with Regulation SHO (17 CFR 242.200 et seq.); and (4) correct
minor typographical errors. Amendment No. 1 is available on the
Commission's website at <a href="https://www.sec.gov/comments/sr-pearl-2021-35/srpearl202135-9304453-259866.pdf">https://www.sec.gov/comments/sr-pearl-2021-35/srpearl202135-9304453-259866.pdf</a>.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1
Rule 2616(a)(5) currently provides that, in the event an order has
been cancelled or replaced in accordance with Rule 2614(e), such order
only retains its timestamp if such modification involves a decrease in
the size of the order, a change to the Max Floor of an order with a
Reserve Quantity, or a change in position from (A) sell to sell short;
(B) sell to sell short exempt; (C) sell short to sell; (D) sell short
to sell short exempt; (E) sell short exempt to sell; and (F) sell short
exempt to sell short.\7\ Under the current rule, any other modification
to an order, including an increase in the size of the order and/or
price change, results in such order losing time priority as compared to
other orders in the MIAX Pearl Equities Book and the timestamp for such
order being revised to reflect the time of the modification.\8\
---------------------------------------------------------------------------
\7\ See Rule 2616(a)(5); Notice at 43280.
\8\ See Rule 2616(a)(5); Notice at 43280.
---------------------------------------------------------------------------
The Exchange has proposed to amend Rule 2616(a)(5) such that an
order resting on the MIAX Pearl Equities trading platform that is
modified via a Cancel/Replace message,\9\ in accordance with Rule
2614(e), to change its position in one of the ways enumerated in Rule
2616(a)(5) would retain its timestamp only if the position change
occurs when a short sale period is not in effect (and there is no
additional modification to the order that would trigger a new
timestamp, such as an increase in size or price change).\10\ As a
result, unlike under the current rule, under proposed Rule 2616(a)(5)
an order that is modified via a Cancel/Replace message, in accordance
with Rule 2614(e), to change its position as enumerated in Rule
2616(a)(5) would receive a new timestamp when the position change
occurs during a short sale period, even if, for example, the order's
price remains unchanged.\11\ Such modification to an order during a
short sale period would result in the order losing time priority
compared to other orders in the MIAX Pearl Equities Book and the
timestamp for such order being revised to reflect the time of the
modification.\12\
---------------------------------------------------------------------------
\9\ As discussed below, the Exchange proposes to replace the
phrase ``cancelled or replaced'' in Rule 2616(a)(5) with the phrase
``modified via a Cancel/Replace message.''
\10\ See proposed Rule 2616(a)(5); Notice at 43280. See also
Rule 2614(g)(3)(A) (stating that a short sale period is the time
when ``a short sale price test restriction under Rule 201 of
Regulation SHO'' is in effect); 17 CFR 242.201.
\11\ See proposed Rule 2616(a)(5); Notice at 43280.
\12\ See proposed Rule 2616(a)(5); Notice at 43280.
---------------------------------------------------------------------------
The Exchange states that this proposed rule change stems from
changes to the underlying technology for its re-pricing processes for
the displayed and non-displayed portions of an order with a Reserve
Quantity,\13\ which, in turn, impacted how its system determines
whether a short sale order must be re-priced to comply with Regulation
SHO.\14\ The Exchange further states that, due to these technology
changes and the interaction and technological complexity of its
system's order re-pricing processes, this proposal would entail
adjusting the Exchange's re-pricing process to re-evaluate an order for
execution when the order's position is modified, via a Cancel/Replace
message, during a short sale period and there is no corresponding
change to the order's price.\15\ This, according to the Exchange, would
result in the order receiving a new timestamp, including where the
order's price remains unchanged.\16\ According to the Exchange, it has
proposed this rule change in an abundance of caution to reinforce the
reliability, resiliency, and continued operation of its system and
underlying technology.\17\
---------------------------------------------------------------------------
\13\ See Amendment No. 1, at 3.
\14\ See id. at 3-4. See also 17 CFR 242.201; Rule 2614(g)(3)(C)
(setting forth the Exchange's short sale price sliding process).
\15\ See Amendment No. 1, at 4-5. The Exchange states that,
currently, an order is not re-evaluated for execution when its
position is modified unless the order receives a new price. See id.
at 5 n.7.
\16\ Id. at 4-5.
\17\ Id.
---------------------------------------------------------------------------
In addition, the Exchange states that the proposed rule change is
designed to address a discrete and potentially limited scenario, and
states, by way of example, that between July 1, 2021 and September 7,
2021, there were no position modifications via a Cancel/Replace message
that would have resulted in a new timestamp and loss in priority based
on the proposed functionality, had it been in effect.\18\ Further, the
Exchange states that a change in an order's price or position as well
as an increase in an order's size via a Cancel/Replace message
implicitly result in a new order, and all Exchange equity members
therefore must ensure continued compliance with the order marking and
locate requirements of Regulation SHO, including compliance with
Question 2.6 of the Commission's ``Responses to Frequently Asked
Questions Concerning Regulation SHO.'' \19\
---------------------------------------------------------------------------
\18\ Id. at 5-6.
\19\ Id. at 7. See also 17 CFR 242.201; Responses to Frequently
Asked Questions Concerning Regulation SHO, available at: <a href="https://www.sec.gov/divisions/marketreg/mrfaqregsho1204.htm">https://www.sec.gov/divisions/marketreg/mrfaqregsho1204.htm</a>.
---------------------------------------------------------------------------
The Exchange also has proposed to replace the phrase ``cancelled or
replaced'' in Rule 2616(a)(5) with the phrase ``modified via a Cancel/
Replace message,'' so as to clarify within Rule 2616(a)(5) that the
order is being modified, rather than cancelled and replaced with a new
order.\20\ Relatedly, the Exchange has proposed a conforming change to
Rule 2614(e)(3) to add the word ``Cancel'' before the word ``Replace''
to make its rulebook terminology consistent in referring to a ``Cancel/
Replace message.'' \21\ The Exchange states that these proposed changes
do not amend the meaning or operation of either rule.\22\
---------------------------------------------------------------------------
\20\ See proposed Rule 2616(a)(5); see also Notice at 43280.
\21\ See proposed Rule 2614(e)(3); see also Notice at 43280.
\22\ See Notice at 43280.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 1, is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\23\ In particular, the
Commission finds that the proposal is consistent with Section 6(b)(5)
of the Act,\24\ which requires, among other things, that the rules of a
national securities exchange be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, 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, and that those
rules not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\23\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\24\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
As discussed above, the Exchange has proposed to amend Rule
2616(a)(5) such that an order resting on the MIAX Pearl Equities
trading platform would receive a new timestamp when the order's
position is modified via a Cancel/Replace message during a short sale
period regardless of whether there is a corresponding change to the
order's price. The Commission believes that this proposal should
facilitate the
[[Page 61798]]
Exchange's ability to fulfill its regulatory obligations, particularly
with regard to the operation and resilience of its system and
compliance with Regulation SHO. Moreover, the Exchange has represented,
and assessed historical practices on the Exchange to verify, that it
likely would be an uncommon occurrence for an order to lose time
priority as a result of the change in functionality proposed herein.
Thus, the proposed rule change appears to be designed to implicate a
discrete and limited order book scenario. Further, the Commission
believes that the proposed functionality, in addition to likely being
implicated infrequently, will be fully transparent to market
participants. Lastly, the Commission believes that the proposed change
to Rule 2616(a)(5) to replace the phrase ``cancelled or replaced'' with
the phrase ``modified via a Cancel/Replace message'' and the proposed
conforming change to Rule 2614(e)(3) should enhance the clarity and
consistency of the terminology used in the Exchange's rules, which
should help mitigate the potential for market participant confusion.
For the reasons discussed above, the Commission finds that this
proposed rule change, as modified by Amendment No. 1, is consistent
with the requirements of the Act because it is designed to prevent
fraudulent and manipulative acts and practices, promote just and
equitable principles of trade, remove impediments to and perfect the
mechanism of a free and open market and a national market system, and
protect investors and the public interest, and is not designed to
permit unfair discrimination.
IV. Solicitation of Comments on Amendment No. 1
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
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#ddafa8b1b8f0beb2b0b0b8b3a9ae9daeb8bef3bab2ab"><span class="__cf_email__" data-cfemail="c7b5b2aba2eaa4a8aaaaa2a9b3b487b4a2a4e9a0a8b1">[email protected]</span></a>. Please include
File No. SR-PEARL-2021-35 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 No. SR-PEARL-2021-35. The file
numbers 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 such 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 publicly available. All submissions
should refer to File No. SR-PEARL-2021-35 and should be submitted on or
before November 29, 2021.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the amended proposal in the
Federal Register. In Amendment No. 1, the Exchange amended the proposal
to: (1) Provide additional explanation and rationale for the proposed
rule change; (2) describe how the proposed rule change should have
minimal impact based on past trading activity on the Exchange; (3)
enhance statements concerning each equity member's obligations to
comply with Regulation SHO; and (4) correct minor typographical errors.
Amendment No. 1 adds clarity and justification to the proposal, and
does not alter the proposed change in system functionality from what is
set forth in the Notice, which was subject to a full comment period.
Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Act,\25\ to approve the proposed rule change, as
modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------
\25\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\26\ that the proposed rule change (SR-PEARL-2021-35), as modified
by Amendment No. 1, be, and hereby is, approved on an accelerated
basis.
---------------------------------------------------------------------------
\26\ Id.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------
\27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-24325 Filed 11-5-21; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on November 8, 2021.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.