Notice2022-20940
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Eliminate the Listings Standards Provided for in Chapter XIV of the Exchange's Rulebook
Primary source
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Published
September 28, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 187 (Wednesday, September 28, 2022)</title>
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[Federal Register Volume 87, Number 187 (Wednesday, September 28, 2022)]
[Notices]
[Pages 58834-58837]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-20940]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95867; File No. SR-CboeEDGA-2022-014]
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Eliminate the Listings Standards Provided for in Chapter XIV of the
Exchange's Rulebook
September 22, 2022.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 16, 2022, Cboe EDGA Exchange, Inc. 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 self-regulatory organization. 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 EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') is filing
with the Securities and Exchange Commission (``Commission'') a proposed
amendment to eliminate the listings standards provided for in Chapter
XIV of the Exchange Rulebook as the Exchange is not a listing venue.\3\
The text of the proposed rule change is provided in Exhibit 5.
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\3\ As noted in a recent filing, the Exchange represented that
it planned to submit a proposal to amend its applicable Rules set
forth in Chapter XIV in order to reflect that the Exchange does not
currently list any securities, nor does it intend to list any
securities, in the foreseeable future. Accordingly, the Exchange is
now proposing to amend its Rules. See Securities Exchange Act No.
89019 (June 4, 2020) 85 FR 35461 (June 10, 2020) (SR-CboeEDGA-2020-
016).
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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/edga/">http://markets.cboe.com/us/equities/regulation/rule_filings/edga/</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
As part of this proposal, the Exchange proposes to (1) adopt a new
definition for Derivative Security, move the definition of unlisted
trading privileges (``UTP'') Derivative Security \4\ from Rule 14.1(c)
to Exchange Rule 1.5(gg), and amend Rule 3.21 to reference proposed
Rule 1.5(gg); (2) eliminate listing standards and any references to
Exchange listed securities from Chapter XIV (Securities Traded) and
Rules 3.7, 11.2, and 13.6; (3) amend Rule 14.1(a) to provide for NMS
stocks rather than equity securities and amend the Exchange's
additional rules applicable to UTP Derivative Securities as provided in
Rule 14.1(c)(1)-(6); and (4) amend Rule 14.10 to make ministerial
changes to update paragraph numbering. As discussed in further detail
below, all of the proposed changes are substantially similar to other
exchange rules.
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\4\ See Rule 14.1(c) and proposed Rule 1.5(gg).
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(1) Proposal To Define Derivative Security in Exchange Rule 1.5(ff) and
Add the Definition of UTP Derivative Security to Re-Lettered Exchange
Rule 1.5(gg)
The Exchange proposes to define ``Derivative Security'' in proposed
Rule 1.5(ff) and amend existing Rule 1.5(gg) to add the definition of
``UTP Derivative Security''. ``Derivative Security'' would be a new
definition and would mean a security that meets the definition of ``new
derivative securities product'' in Rule 19b-4(e) under the Act. ``UTP
Derivative Security'' would refer to any one of a list of Derivative
Securities that trades on the Exchange pursuant to unlisted trading
privileges. The list of proposed Derivative Securities that may meet
the definition of UTP Derivative Security are as follows: Equity Linked
Notes; Index Fund Shares listed pursuant to Cboe BZX Exchange, Inc.
(``BZX'') Rule 14.11(c) or Nasdaq Stock Market LLC (``Nasdaq'') Rule
5705(b) and Investment Company Units listed pursuant to NYSE Arca, Inc.
(``NYSE Arca'') Rule 5.2-E(j)(3); Index-Linked Exchangeable Notes;
Equity Gold Shares; Equity Index-Linked Securities; Commodity-Linked
Securities; Currency-Linked Securities; Fixed Income Index-Linked
Securities; Futures-Linked Securities; Multifactor Index-Linked
Securities; Trust Certificates; Currency and Index Warrants; Portfolio
Depository Receipts; Trust Issued Receipts; Commodity-Based Trust
Shares; Currency Trust Shares; Commodity Index Trust Shares; Commodity
Futures Trust Shares; Partnership Units; Paired Trust Shares; Trust
Units; Managed Fund Shares; Managed Trust Securities; Managed Portfolio
Shares; Tracking Fund Shares listed pursuant to BZX Exchange Rule
14.11(m), Active Proxy Portfolio Shares listed pursuant to NYSE Arca
Rule 8.601-E, and Proxy Portfolio Shares listed pursuant to Nasdaq
Stock Market LLC Rule 5750; Selected Equity-linked Debt Securities
(``SEEDS''); Exchange-Traded Fund Shares; and Contingent
[[Page 58835]]
Value Rights (``CVRs'').\5\ The proposed definition of UTP Security and
UTP Derivative Security is substantially similar to BZX Rule 1.5(ee),
except that the list of Derivative Securities that may be UTP
Derivative Securities includes CVRs. Further, the proposal is
substantially similar to NYSE National, Inc. (``NYSE National'') Rule
1.1(m), but the list of Derivative Securities that may be UTP
Derivative Securities includes three additional Derivative Securities,
SEEDS, Exchange-Traded Fund Shares, and CVRs. While SEEDS and Exchange-
Traded Fund Shares are not included in NYSE National Rule 1.1(m), they
are Derivative Securities set forth not only in BZX Exchange Rules
14.11(e)(12) and 14.11(l), respectively, but also in section 5700 of
the Nasdaq Rules. Further, while CVRs are not currently provided for in
NYSE National Rule 1.1(m) or BZX Rule 1.5(ee), CVRs meet the definition
of ``new derivative securities product'' in Rule 19b-4(e) under the Act
and also may currently be traded on the Exchange pursuant to existing
EDGA Rule 14.1(a).
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\5\ For inclusiveness, all Derivative Securities that are
subject to unlisted trading privileges have been identified in the
list of proposed UTP Derivative Securities.
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The Exchange also proposes to re-letter existing Rules 1.5(ff)
through (ii) to allow for the addition of proposed Rule 1.5(ff).
Further, the Exchange proposes to amend Rule 3.21 to reference the
proposed definition of UTP Derivative Securities in Rule 1.5(gg).
(2) Proposal To Eliminate Listings Standards for UTP Derivative
Securities
Unlike its affiliate exchange BZX, the Exchange is not a listing
venue and thus trades securities on a UTP basis only. Nonetheless,
currently Chapter XIV of the Exchange's Rulebook provides for listing
standards for Derivative Securities that are generally based on BZX
Rule 14.11. Exchange Rule 14.1 also provides that the Exchange will not
list an equity security, and that the provisions of Rules 14.2 through
14.9,\6\ and Rules 14.11 through 14.13 that permit such listing of an
equity security are not effective until the Exchange files a proposed
rule change under Section 19(b)(2) under the Exchange Act to amend its
rules to comply with Rules 10A-3 and 10C-1 under the Exchange Act and
to incorporate qualitative listing criteria, and such proposed rule
change is approved by the Commission. Given that the Exchange does not
list securities, the Exchange believes it is not necessary for the
Exchange to have listings rules for Derivative Securities. Therefore,
the Exchange proposes to eliminate Exchange Rules 14.2 through 14.9 and
14.11 through 14.13, which set forth the initial and continued listing
rules for certain Derivative Securities.
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\6\ Exchange Rule 14.10 sets forth the requirements for
securities issued by the Exchange or its affiliates.
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Exchange Rule 14.1 establishes the Exchange's authority to trade
securities on a UTP Basis. Based on the proposed amendment to eliminate
Derivative Security listings standards, the Exchange also proposes to
amend Rule 14.1(a) to eliminate any references to the listing of
securities on the Exchange. Additionally, the Exchange proposes to
eliminate the definition of Equity Security from Rule 14.1 and to
instead reference NMS Stock, as defined in Rule 4.5(cc). Lastly, based
on the above proposals, the Exchange proposes to eliminate any
reference to products listed on the Exchange as provided in Rules 3.7,
11.2, and 13.6.
(3) Proposal To Amend the Exchange's Additional Rules Applicable to UTP
Derivative Securities
Existing Rule 14.1(c) defines UTP Derivative Security. However, as
the Exchange proposes to redefine such term in Rule 1.5(gg), it
proposes to eliminate the definition from Rule 14.1(c). Existing Rule
14.1(c) also provides that a UTP Derivative Security is subject to
additional rules, as set forth in subparagraphs (1) through (6). Now,
the Exchange proposes to modify certain of those subparagraphs.
First, the Exchange proposes to eliminate existing Rule 14.1(c)(1),
which provides that the Exchange shall file with the Commission a Form
19b-4(e) with respect to each UTP Derivative Security. The Exchange
believes that it should not be necessary to file a Form 19b-4(e) with
the Commission if it begins trading a UTP Derivative Security because
Rule 19b-4(e) under the Act refers to the ``listing and trading'' of a
``new derivative securities product''. The Exchange believes that the
requirements of Rule 19b-4(e) refer to when an exchange lists and
trades a Derivative Security, and not when an exchange seeks only to
trade such product on a UTP basis pursuant to Rule 12f-2 under the
Act.\7\ The proposal is substantially identical to rule amendments made
by other exchanges.\8\
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\7\ 17 CFR 240.12f-2.
\8\ See Securities Exchange Act Nos. 83289 (May 17, 2018) 83 FR
23968 (May 23, 2018) (SR-NYSENAT-2018-02); 84546 (November 7, 2018)
83 FR 56888 (November 14, 2018) (SR-BX-2018-051); and 92015 (May 25,
2021) 86 FR 29305 (June 1, 2021) (SR-CboeBZX-2021-041).
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The Exchange also proposes to replace the term ``new derivative
securities product'' with the term Derivative Security in order to
provide for consistent nomenclature in Exchange Rules. The proposed
change is not a substantive change as the proposed definition of
Derivative Security is equivalent to the definition of ``new derivative
securities product'' under Rule 19b-4(e) under the Exchange Act, as set
forth in proposed Rule 1.5(ff).
The Exchange proposes to add additional explanatory language to
paragraph (c)(4) that states nothing in the Rule will limit the power
of the Exchange under the Rules or procedures of the Exchange with
respect to the Exchange's ability to suspend trading in any securities
if such suspension is necessary for the protection of investors or in
the public interest. The proposed text is substantively identical to
that included in NYSE National Rule 5.1(a)(2)(C) and BZX Rule
14.11(j)(3). Further, the proposed text reinforces existing Exchange
Rule 11.16(d).
The Exchange proposes to modify paragraphs (c)(5) and (c)(6) to
harmonize the text with the Exchange's affiliate, Cboe BYX Exchange,
Inc. (``BYX''), Rules 14.1(c)(5) and (c)(6), respectively.
Specifically, in Rule 14.1(c)(5) the Exchange proposes to make
ministerial changes to the Rule to conform to BYX Rule 14.1(c)(5). In
Rule 14.1(c)(6), the Exchange proposes to modify the language so that
it states that the Exchange shall enter into a comprehensive
surveillance sharing agreement with markets trading components of the
index or portfolio on which the UTP Derivative Security is based to the
same extent as the listing exchange's rules require the listing
exchange to enter into a comprehensive surveillance sharing agreement
with such markets, which will conform to BYX Rule 14.1(c)(6).
Lastly, based on the proposal to eliminate Rule 14.1(c)(1), the
Exchange proposes to renumber existing paragraphs (c)(2) through (c)(6)
accordingly.
(4) Proposal To Amend Rule 14.10
Finally, the Exchange is proposing to renumber Rule 14.10 to Rule
14.2 in order to reflect the elimination of Rule 14.2 through Rule 14.9
that the Exchange is proposing to delete as part of this proposal.
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
[[Page 58836]]
Section 6(b) of the Act.\9\ Specifically, the Exchange believes the
proposed rule change is consistent with the Section 6(b)(5) \10\
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. The Exchange also believes
the proposed rule change is consistent with Section 6(b)(1) of the Act,
which provides that the Exchange be organized and have the capacity to
be able to carry out the purposes of the Act and to enforce compliance
by the Exchange's Members and persons associated with its Members with
the Act, the rules and regulations thereunder, and the rules of the
Exchange.\11\
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
\11\ 15 U.S.C. 78f(b)(1).
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In particular, the Exchange believes the proposed definitions of
Derivative Security and UTP Derivative Security are reasonable as the
proposed substantive changes are substantially similar to other
exchanges' rules. Specifically, the proposed definition of Derivative
Security in Rule 1.5(ff) is substantially similar to the definition of
Exchange Traded Product provided for in NYSE National Rule 1.1(m),
except that it better conforms to the defined term ``new derivative
securities product'' of Rule 19b-4(e) under the Act. The proposed
definition of UTP Derivative Security is substantially similar to BZX
Rule 1.5(ee), except that the list of Derivative Securities that may be
UTP Derivative Securities includes CVRs. Further, the proposal is
substantially similar to NYSE National Rule 1.1(m), but the list of
Derivative Securities that may be UTP Derivative Securities includes
three additional Derivative Securities, SEEDS, Exchange-Traded Fund
Shares, and CVRs. While SEEDS and Exchange-Traded Fund Shares are not
included in NYSE National Rule 1.1(m), they are Derivative Securities
set forth not only in BZX Exchange Rules 14.11(e)(12) and 14.11(l),
respectively, but also in section 5700 of the Nasdaq Rules. Further,
while CVRs are not currently provided for in NYSE National Rule 1.1(m)
or BZX Rule 1.5(ee), CVRs meet the definition of ``new derivative
securities product'' in Rule 19b-4(e) under the Act and also may
currently be traded on the Exchange pursuant to existing EDGA Rule
14.1(a) on a UTP basis.
The Exchange believes that its proposal to remove listings
standards from Chapter XIV of the Exchange's Rulebook and references
elsewhere in the Exchange's Rulebook will eliminate potential investor
confusion as the Exchange is not a listing venue. Given this, the
Exchange believes the removal of such rules from Chapter XIV and
reference to such listings standards in Rules 3.7, 11.2, and 13.6 will
simplify and clarify the Exchange's Rulebook. Further, as proposed,
Chapter XIV is substantially similar to Chapter 5 of the NYSE National
rulebook.
The Exchange's proposal to eliminate the definition of Equity
Security from Rule 14.1 and to instead reference NMS Stock as defined
in Rule 4.5(cc) will add consistency and clarity to the Exchange's
rulebook.
Eliminating the requirement to file a Form 19b-4(e) for each
Derivative Security is consistent with the Act because the regulatory
requirement was not intended to apply in the context of Derivative
Securities trading on a UTP basis. Moreover, the proposal to eliminate
Rule 14.1(c)(1) will provide for a more efficient process for adding
Derivative Securities to trading on the Exchange on a UTP basis. The
Exchange also notes that the proposal is substantially identical to
other exchange rules.\12\
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\12\ See supra note 8.
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The Exchange believes that its proposal to amend Rule 14.1(c)(2),
which eliminates redundant language and uses the defined term
Derivative Security in lieu of the term ``new derivatives securities
product'', to amend Rule 14.1(c)(3) to substantially conform to NYSE
National Rule 5.1(a)(2)(C) (trading halts), to modify Rule 14.1(c)(5)
and (c)(6) to conform to BYX Rule 14.1(c)(5) and (c)(6), respectively,
and to renumber existing paragraphs 14.1(c)(2)-(c)(6) based on its
proposal to eliminate Rule 14.1(c)(1), will clarify and simplify the
Exchange's Rulebook as well as provide consistency in the Exchange's
Rules.
Lastly, the Exchange believes its proposed changes to renumber Rule
14.10, to Rule 14.2 is appropriate in order to reflect the elimination
of Rule 14.2 through Rule 14.9 that the Exchange is proposing to delete
as part of this proposal.
In light of the above proposals, the Exchange has also proposed to
make corresponding changes to Rules 1.5, 3.7, 3.21, 11.2, 13.6 to
renumber or re-letter certain paragraphs or subparagraphs of the Rule,
eliminate any reference to Exchange listing rules in Chapter XIV, and
update applicable rule references.
The proposal is intended to simplify and clarify the Exchange's
Rules as they relate to UTP Derivative Securities and to reflect that
EDGA is not a listing venue which the Exchange believes will 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. The Exchange believes that renumbering and re-
lettering current Rules to correspond to the proposed changes will
allow the Exchange to maintain a clear and organized rule structure,
thus preventing investor confusion. For these reasons, the Exchange
believes the proposed rule change is consistent with the requirements
of Section 6(b)(5) of 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 that is not necessary or appropriate
in furtherance of the purposes of the Act. Allowing the Exchange to
make the above proposed modifications will clarify that the Exchange is
not a listing venue by eliminating listing standards and any references
to Exchange listed securities Further, the proposed rule change will
harmonize certain Exchange Rules with those of other exchanges,
including the Exchange's affiliate BZX, which will simplify and clarify
the Exchange's rulebook and promote consistency and transparency on
both the Exchange and its affiliated exchanges, thus making the
Exchange's rules easier to navigate.
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
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
[[Page 58837]]
19(b)(3)(A)(iii) of the Act \13\ and subparagraph (f)(6) of Rule 19b-4
thereunder.\14\
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\13\ 15 U.S.C. 78s(b)(3)(A)(iii).
\14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires the Exchange 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) \15\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\16\ 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 to allow the
Exchange to implement the proposal as soon as possible. The Exchange
states that the proposed changes are based on rules of other exchanges
and that waiver would allow Members to benefit immediately from the
clarified and simplified provisions. The Commission believes that
waiver of the 30-day operative delay is consistent with the protection
of investors and the public interest because the proposal does not
raise any new or novel issues. Accordingly, the Commission hereby
waives the 30-day operative delay and designates the proposal operative
upon filing.\17\
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\15\ 17 CFR 240.19b-4(f)(6).
\16\ 17 CFR 240.19b-4(f)(6)(iii).
\17\ For purposes only of waiving the 30-day operative delay,
the Commission has 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
<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#0674736a632b65696b6b636872754675636528616970"><span class="__cf_email__" data-cfemail="4d3f382128602e2220202823393e0d3e282e632a223b">[email protected]</span></a>. Please include
File Number SR-CboeEDGA-2022-014 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-CboeEDGA-2022-014. 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 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-CboeEDGA-2022-014 and should
be submitted on or before October 19, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-20940 Filed 9-27-22; 8:45 am]
BILLING CODE 8011-01-P
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