Notice2022-20948
Self-Regulatory Organizations: Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by MIAX Emerald, LLC To Amend Its Fee Schedule
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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 58856-58859]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-20948]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95885; File No. SR-EMERALD-2022-29]
Self-Regulatory Organizations: Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change by MIAX Emerald, LLC To Amend
Its Fee Schedule
September 22, 2022.
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 September 13, 2022, MIAX Emerald, LLC (``MIAX
Emerald'' or ``Exchange''), filed with the Securities and Exchange
Commission (``Commission'') a proposed rule change as described in
Items I, II, and III 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 the MIAX Emerald Fee
Schedule (the ``Fee Schedule'').
The text of the proposed rule change is available on the Exchange's
website at <a href="http://www.miaxoptions.com/rule-filings/emerald">http://www.miaxoptions.com/rule-filings/emerald</a>, at MIAX'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 amend Section 1)a)i) of the Fee Schedule
to amend the rebates provided for Market Maker Origins for Simple \3\
Maker (defined below) volume in Penny Classes (defined below) that
trade contra to Priority Customers \4\ Origins by $0.02 in each Tier
(defined below). The Exchange initially filed this proposal on
September 1, 2022 (SR-EMERALD-2022-26). On September 13, 2022, the
Exchange withdrew SR-EMERALD-2022-26 and resubmitted this proposal (SR-
EMERALD-2022-29).
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\3\ The Simple Order Book is the Exchange's regular electronic
book of orders and quotes. See Exchange Rule 518(a)(15).
\4\ ``Priority Customer'' means a person or entity that (i) is
not a broker or dealer in securities, and (ii) does not place more
than 390 orders in listed options per day on average during a
calendar month for its own beneficial account(s). See Exchange Rule
100, including Interpretation and Policy .01.
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Background
The Exchange currently assesses transaction rebates and fees to all
market participants, which are based upon a threshold tier structure
(``Tier''). Tiers are determined on a monthly basis and are based on
three alternative calculation methods, as defined in Section 1)a)ii) of
the Fee Schedule. The calculation method that results in the highest
Tier achieved by the Member \5\ shall apply to all Origin types by the
Member, except the Priority Customer Origin type. For the Priority
Customer Origin calculation, the Tier applied for a Member and its
Affiliates' \6\ is solely determined by calculation Method 3, as
defined in Section 1)a)ii) of the Fee Schedule, titled ``Total Priority
Customer, Maker sides volume, based on % of CTCV (`Method 3').'' The
monthly volume thresholds for each of the methods, associated with each
Tier, are calculated as the total monthly volume executed by the Member
in all options classes on MIAX Emerald in the relevant Origins and/or
applicable liquidity, not including Excluded Contracts,\7\ (as the
numerator) expressed as a percentage of (divided by) Customer
[[Page 58857]]
Total Consolidated Volume (``CTCV'') (as the denominator). CTCV is
calculated as the total national volume cleared at The Options Clearing
Corporation (``OCC'') in the Customer range in those classes listed on
MIAX Emerald for the month for which fees apply, excluding volume
cleared at the OCC in the Customer range executed during the period of
time in which the Exchange experiences an ``Exchange System
Disruption'' \8\ (solely in the option classes of the affected Matching
Engine).\9\ In addition, the per contract transaction rebates and fees
shall be applied retroactively to all eligible volume once the Tier has
been reached by the Member. Members that place resting liquidity, i.e.,
orders on the MIAX Emerald System, will be assessed the specified
``maker'' rebate or fee (each a ``Maker'') and Members that execute
against resting liquidity will be assessed the specified ``taker'' fee
or rebate (each a ``Taker'').\10\ Members are also assessed lower
transaction fees and smaller rebates for order executions in standard
option classes in the Penny Interval Program \11\ (``Penny Classes'')
than for order executions in standard option classes which are not in
the Penny Program (``non-Penny Classes''), for which Members will be
assessed a higher transaction fees and larger rebates.
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\5\ ``Member'' means an individual or organization approved to
exercise the trading rights associated with a Trading Permit.
Members are deemed ``members'' under the Exchange Act. See the
Definitions Section of the Fee Schedule and Exchange Rule 100.
\6\ ``Affiliate'' means (i) an affiliate of a Member of at least
75% common ownership between the firms as reflected on each firm's
Form BD, Schedule A, or (ii) the Appointed Market Maker of an
Appointed EEM (or, conversely, the Appointed EEM of an Appointed
Market Maker). An ``Appointed Market Maker'' is a MIAX Emerald
Market Maker (who does not otherwise have a corporate affiliation
based upon common ownership with an EEM) that has been appointed by
an EEM and an ``Appointed EEM'' is an EEM (who does not otherwise
have a corporate affiliation based upon common ownership with a MIAX
Emerald Market Maker) that has been appointed by a MIAX Emerald
Market Maker, pursuant to the following process. A MIAX Emerald
Market Maker appoints an EEM and an EEM appoints a MIAX Emerald
Market Maker, for the purposes of the Fee Schedule, by each
completing and sending an executed Volume Aggregation Request Form
by email to <a href="/cdn-cgi/l/email-protection#39545c545b5c4b4a515049795450584156494d5056574a175a5654"><span class="__cf_email__" data-cfemail="600d050d02051213080910200d0901180f1014090f0e134e030f0d">[email protected]</span></a> no later than 2 business days
prior to the first business day of the month in which the
designation is to become effective. Transmittal of a validly
completed and executed form to the Exchange along with the
Exchange's acknowledgement of the effective designation to each of
the Market Maker and EEM will be viewed as acceptance of the
appointment. The Exchange will only recognize one designation per
Member. A Member may make a designation not more than once every 12
months (from the date of its most recent designation), which
designation shall remain in effect unless or until the Exchange
receives written notice submitted 2 business days prior to the first
business day of the month from either Member indicating that the
appointment has been terminated. Designations will become operative
on the first business day of the effective month and may not be
terminated prior to the end of the month. Execution data and reports
will be provided to both parties. See the Definitions Section of the
Fee Schedule.
\7\ The term ``Excluded Contracts'' means any contracts routed
to an away market for execution. See the Definitions Section of the
Fee Schedule.
\8\ The term ``Exchange System Disruption'' means an outage of a
Matching Engine or collective Matching Engines for a period of two
consecutive hour or more, during trading hours. See the Definitions
Section of the Fee Schedule.
\9\ A ``Matching Engine'' is a part of the MIAX Emerald
electronic system that processes options orders and trades on a
symbol-by-symbol basis. See the Definitions Section of the Fee
Schedule.
\10\ For a Priority Customer complex order taking liquidity in
both a Penny Class and non-Penny Class against Origins other than
Priority Customer, the Priority Customer order will receive a rebate
based on the Tier achieved.
\11\ See Securities Exchange Act Release No. 88993 (June 2,
2020), 85 FR 35145 (June 8, 2020) (SR-EMERALD-2020-05) (Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Exchange Rule 510, Minimum Price Variations and Minimum
Trading Increments, To Conform the Rule to Section 3.1 of the Plan
for the Purpose of Developing and Implementing Procedures Designed
To Facilitate the Listing and Trading of Standardized Options) (the
``Penny Program'').
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Proposal
The Exchange proposes to adopt note ``!'' to Market Maker in the
Origin column to provide that, the rebate for Market Maker Origins for
Simple Maker volume in Penny Classes will be reduced by $0.02 for each
Tier when trading contra to a Priority Customer Origins. Currently, the
Exchange provides a Simple Maker rebate for Market Maker Origins, for
any contra Origin, in Tier 1 of $0.30; Tier 2 of $0.33; Tier 3 of
$0.35; and Tier 4 of $0.45. Under the Exchange's proposal when a Market
Maker Origin is contra to a Priority Customer in a Penny Class the
Exchange will reduce the rebate for each Tier by $0.02. Therefore, the
effective rebate for Market Maker Origins in Simple Maker volume when
trading contra to a Priority Customer Origin in Tier 1 would be $0.28;
Tier 2 would be $0.31; Tier 3 would be $0.33; and Tier 4 would be
$0.43.
The purpose of adjusting the specified Simple Maker rebate is for
business and competitive reasons. In order to attract order flow, the
Exchange initially set its Maker rebates and Taker fees so that they
were meaningfully higher/lower than other options exchanges that
operate comparable maker/taker pricing models.\12\ The Exchange now
believes that it is appropriate to further adjust the specified Maker
rebates based upon contra party Origin. The Exchange notes that at
least one other options exchange offers a similar pricing structure for
rebates/fees that is dependent upon the contra party Origin type.\13\
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\12\ See Securities Exchange Act Release No. 85393 (March 21,
2019), 84 FR 11599 (March 27, 2019) (SR-EMERALD-2019-15).
\13\ See BOX Options Exchange Fee Schedule, Section IV, A, Non-
Auction Transactions, which provides a table where the exchange
assesses a per contract fee (or credit) based upon three factors:
(i) the account type of the Participant submitting the order; (ii)
whether the Participant is a liquidity provider or liquidity taker;
and (iii) the account type of the contra party, on its public
website (available at <a href="https://boxoptions.com/fee-schedule/">https://boxoptions.com/fee-schedule/</a>).
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Implementation
The proposed changes are immediately effective.
2. Statutory Basis
The Exchange believes that its proposal to amend its Fee Schedule
is consistent with Section 6(b) of the Act \14\ in general, and
furthers the objectives of Section 6(b)(4) of the Act,\15\ in
particular, in that it is an equitable allocation of reasonable dues,
fees and other charges among its Members and issuers and other persons
using its facilities. The Exchange also believes that the proposed rule
change is consistent with the objectives of Section 6(b)(5) of the Act
\16\ that the rules of an exchange be designed to prevent fraudulent
and manipulative acts and practices, and to promote just and equitable
principles of trade, foster cooperation and coordination with persons
engaged in facilitating transactions in securities, remove impediments
to and perfect the mechanisms of a free and open market and a national
market system and, in general, protect investors and the public
interest, and, particularly, is not designed to permit unfair
discrimination between customers, issuers, brokers, or dealers.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(4).
\16\ 15 U.S.C. 78f(b)(1) and (b)(5).
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The Exchange operates in a competitive marketplace in which market
participants can readily direct their order flow to competing venues if
they deem fee levels at a particular venue to be excessive or
incentives to be insufficient. There are currently 16 registered
options exchanges competing for order flow. Based on publicly-available
information, and excluding index-based options, no single exchange has
a market share of more than approximately 11-12% of the equity options
market.\17\ Therefore, no exchange possesses significant pricing power.
More specifically, as of August 29, 2022, the Exchange had a market
share of approximately 3.06% of executed volume of multiply-listed
equity options for the month of August 2022.\18\
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\17\ See ``The market at a glance, MTD AVERAGE'' (last visited
August 29, 2022), available at <a href="https://www.miaxoptions.com/">https://www.miaxoptions.com/</a> (Data as
of August 1, 2022 to August 26, 2022).
\18\ See id.
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The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, the Commission highlighted the importance of market forces in
determining prices and SRO revenues and also recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \19\
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\19\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37499 (June 29, 2005).
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
discontinue or reduce use of certain categories of products and
services, terminate an existing membership or determine to not become a
new member, and/or shift order flow, in response to transaction fee
changes. For example, on February 28, 2019, the Exchange's affiliate,
MIAX PEARL, LLC (``MIAX Pearl''), filed with the Commission a proposal
to increase Taker fees in certain Tiers for options transactions in
certain Penny classes for Priority Customers and decrease Maker rebates
in certain Tiers for options transactions in Penny classes for Priority
Customers
[[Page 58858]]
(which fee was to be effective March 1, 2019).\20\ MIAX Pearl
experienced a decrease in total market share for the month of March
2019, after the proposal went into effect. Accordingly, the Exchange
believes that the MIAX Pearl March 1, 2019 fee change, to increase
certain transaction fees and decrease certain transaction rebates, may
have contributed to the decrease in MIAX Pearl's market share and, as
such, the Exchange believes competitive forces constrain the
Exchange's, and other options exchanges, ability to set transaction
fees and market participants can shift order flow based on fee changes
instituted by the exchanges.
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\20\ See Securities Exchange Act Release No. 85304 (March 13,
2019), 84 FR 10144 (March 19, 2019) (SR-PEARL-2019-07).
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The Exchange believes its proposal to amend the rebate provided to
Market Maker Origins for Simple Maker volume in Penny Classes when
contra to Priority Customer Origins is reasonable, equitable and not
unfairly discriminatory because all similarly situated participants in
the same Origin type and Tier are subject to the same tiered Maker
rebates and Taker fees. The Exchange believes it is equitable and not
unfairly discriminatory to reduce the rebates provided for executions
of Simple Maker volume where the contra party is a Priority Customer
Origin in Penny Classes.
The Exchange is making this change for business and competitive
reasons as the Exchange initially set its Simple Maker rebates for such
orders higher than certain other options exchanges that operate
comparable pricing models.\21\ The Exchange also believes it is
equitable and not unfairly discriminatory to provide a different rebate
to Market Makers Origins for Simple Maker volume in Penny Classes when
contra to Priority Customer Origins, as at least one other competing
exchange also provides differing rebates and fees dependent upon the
origin and contra origin type.\22\ Additionally, the Exchange believes
that the proposed change (a $0.02 decrease from the current rebate
provided in each Tier) is reasonable in that it represents a modest
decrease from the current rebate in each Tier. The Exchange believes
that the proposed rebates will continue to provide an incentive for
Market Makers to continue to trade with Priority Customer Origins on
the Exchange.
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\21\ See supra note 13.
\22\ See id.
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The Exchange believes that it is equitable and not unfairly
discriminatory that Priority Customer Origins be treated differently
than other Origin types. The exchanges, in general, have historically
aimed to improve markets for investors and develop various features
within their market structure for customer benefit. Priority Customer
liquidity benefits all market participants by providing more trading
opportunities. An increase in the activity of these market participants
in turn facilitates tighter spreads, which may cause an additional
corresponding increase in order flow from other market participants.
Furthermore, the proposed amendment of Simple Maker rebates when
the contra is a Priority Customer promotes just and equitable
principles of trade, fosters cooperation and coordination with persons
engaged in facilitating transactions in securities, and protects
investors and the public interest, because even with the decrease, the
Exchange's proposed rebates should enable the Exchange to continue to
attract order flow and maintain market share.\23\
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\23\ See supra note 17.
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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.
Intra-Market Competition
The Exchange believes that the proposed changes to the specified
Simple Maker rebates for the applicable market participants should
continue to encourage the provision of liquidity that enhances the
quality of the Exchange's market and increases the number of trading
opportunities on the Exchange for all participants who will be able to
compete for such opportunities. The proposed rule change should enable
the Exchange to continue to attract and compete for Priority Customer
order flow with other exchanges. The Exchange believes that even with
the proposed changes, the rebates provided will continue to encourage
Members to transact on the Exchange, which benefits all Exchange
participants by providing more trading opportunities and tighter
spreads. However, this competition does not create an undue burden on
competition but rather offers all market participants the opportunity
to receive the benefit of competitive pricing.
The Exchange believes that the pricing structure to provide
different rebates to Market Maker Origins for Simple volume dependent
upon whether the contra is a Priority Customer Origin will not impose
any undue burden on intra-market competition because the applicable
rebate applies equally to all similarly situated Market Makers on the
Exchange.
The Exchange believes that it is equitable and not unfairly
discriminatory that Priority Customer Origins be treated differently
than other Origin types. The exchanges, in general, have historically
aimed to improve markets for investors and develop various features
within their market structure for customer benefit. Priority Customer
liquidity benefits all market participants by providing more trading
opportunities. An increase in the activity of these market participants
in turn facilitates tighter spreads, which may cause an additional
corresponding increase in order flow from other market participants.
The Exchange believes that it is equitable and not unfairly
discriminatory to reduce the rebate provided to Market Maker Origins
for Simple volume when the contra Origin is Priority Customer. A
Priority Customer by definition is not a broker or dealer in
securities, and does not place more than 390 orders in listed options
per day on average during a calendar month for its own beneficial
account(s).\24\ This change does not apply to Market Makers that trade
contra to other Origin types on the Exchange, such as non-MIAX Emerald
Market Maker, Firm Proprietary/Broker Dealer, or Non-Priority
Customers, who will generally submit a higher number of orders than
Priority Customers. The Exchange believes that even with the proposed
changes, the rebates provided to Market Maker Origins for Simple volume
when the contra Origin is Priority Customer will continue to provide an
incentive for Market Makers to participate on the Exchange, which
benefits all Exchange participants by providing more trading
opportunities.
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\24\ See supra note 4.
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The Exchange does not believe its proposal will have any effect on
Priority Customer order flow to the Exchange as the proposal affects
only Simple Maker volume in Penny Classes when contra to Priority
Customer Origins.
Inter-Market Competition
The Exchange operates in a highly competitive market in which
market participants can readily favor competing venues if they deem fee
levels at a particular venue to be excessive. There are currently 16
registered options exchanges competing for order flow. Based on
publicly-available
[[Page 58859]]
information, and excluding index-based options, no single exchange has
a market share of more than approximately 11-12% of the equity options
market.\25\ Therefore, no exchange possesses significant pricing power.
More specifically, as of August 29, 2022, the Exchange had a market
share of approximately 3.06% of executed volume of multiply-listed
equity options for the month of August 2022.\26\ Therefore, no exchange
possesses significant pricing power in the execution of multiply-listed
equity options order flow. In such an environment, the Exchange must
continually adjust its transaction and non-transaction fees to remain
competitive with other exchanges and to attract order flow. The
Exchange believes that the proposed rule change reflects this
competitive environment because it modifies the Exchange's rebates in a
manner that will allow the Exchange to remain competitive.
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\25\ See supra note 17.
\26\ See id.
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Additionally, the Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \27\ The fact
that this market is competitive has also long been recognized by the
courts. In NetCoalition v. Securities and Exchange Commission, the DC
circuit stated: ``[n]o one disputes that competition for order flow is
`fierce.' . . . As the SEC explained, `[i]n the U.S. national market
system, buyers and sellers of securities, and the broker-dealers that
act as their routing agents, have a wide range of choices of where to
route orders for execution'; [and] `no exchange can afford to take its
market share percentages for granted' because `no exchange possess a
monopoly, regulatory or otherwise, in the execution of order flow from
broker dealers' . . .''.\28\ Accordingly, the Exchange does not believe
its proposed pricing changes impose any burden on competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
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\27\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\28\ NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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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 foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act,\29\ and Rule 19b-4(f)(2) \30\ 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. If the Commission takes such
action, the Commission shall institute proceedings to determine whether
the proposed rule should be approved or disapproved.
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\29\ 15 U.S.C. 78s(b)(3)(A)(ii).
\30\ 17 CFR 240.19b-4(f)(2).
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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#b0c2c5dcd59dd3dfddddd5dec4c3f0c3d5d39ed7dfc6"><span class="__cf_email__" data-cfemail="e597908980c8868a8888808b9196a5968086cb828a93">[email protected]</span></a>. Please include
File SR-EMERALD-2022-29 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-EMERALD-2022-29. 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 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 available publicly. All submissions
should refer to File Number SR-EMERALD-2022-29 and should be submitted
on or before October 19, 2022.
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\31\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-20948 Filed 9-27-22; 8:45 am]
BILLING CODE 8011-01-P
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