Notice2022-24894
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.10(d) To Permit Affiliated Users To Enable EdgeRisk Self Trade Prevention
Primary source
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Published
November 16, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 220 (Wednesday, November 16, 2022)</title>
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[Federal Register Volume 87, Number 220 (Wednesday, November 16, 2022)]
[Notices]
[Pages 68784-68788]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-24894]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96291; File No. SR-CboeEDGA-2022-017]
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Rule 11.10(d) To Permit Affiliated Users To Enable EdgeRisk Self
Trade Prevention
November 9, 2022.
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 October 27, 2022, Cboe EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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 Exchange. The Exchange
filed the proposal as a ``non-controversial'' proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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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'') proposes to
amend Exchange Rule 11.10(d) (``EdgeRisk Self Trade Prevention
(``ERSTP'') Modifiers'') to permit affiliated Users to enable Self
Trade Prevention at the parent company level. 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/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
The Exchange proposes to amend Rule 11.10(d) (``EdgeRisk Self Trade
Prevention (``ERSTP'') Modifiers'') to add the term ``affiliate
identifier'' to the definition of ``Unique Identifier'' while also
adding a description of eligibility to utilize the proposed affiliate
identifier.
[[Page 68785]]
Adding an affiliate identifier for ERSTP functionality on the Exchange
would allow affiliated Users \5\ to enable ERSTP at the affiliate
level, in addition to the current ERSTP functionality based on market
participant identifier (``MPID''), Exchange Member identifier, or ERSTP
Group identifier (any such existing identifier, a ``Unique
Identifier'').\6\ Currently, the Exchange's ERSTP functionality
prevents certain contra side orders entered by a User from executing,
provided that each order has been marked with the same Unique
Identifier.\7\ ERSTP functionality is currently available only to
individual Users on the Exchange, and cannot be enabled by affiliated
Users who each maintain individual Exchange memberships or Sponsored
Participant relationships.
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\5\ See Exchange Rule 1.5(ee). ``User'' is defined as ``[a]ny
Member or Sponsored Participant who is authorized to obtain access
to the System pursuant to Rule 11.3.'' The ``System'' is ``[t]he
electronic communications and trading facility designated by the
Board through which securities orders of Users are consolidated for
ranking, execution and, when applicable, routing away.'' See
Exchange Rule 1.5(cc). The term ``Member'' means any registered
broker or dealer that has been admitted to membership in the
Exchange. See Exchange Rule 1.5(n).
\6\ See Exchange Rule 11.10(d).
\7\ Id.
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As noted above, there are currently three Unique Identifiers that a
User may choose from when submitting an order subject to ERSTP: (i)
MPID; \8\ (ii) Exchange Member identifier; and (iii) ERSTP Group
identifier.\9\ Use of ERSTP functionality is optional and is not
automatically implemented by the Exchange. Both the buy and the sell
order must include the same Unique Identifier in order to prevent an
execution from occurring and to effect a cancel instruction. For
example, a User who enables ERSTP functionality using the MPID Unique
Identifier will prevent contra side executions between the same MPID
from occurring. A User who enables ERSTP using the Exchange Member
Unique Identifier would prevent contra side executions between any MPID
associated with that User and not just a single MPID. The ERSTP Group
Unique Identifier permits Users to prevent matched trades amongst
traders or desks within a certain firm, but allows orders from outside
such group or desk to interact with other firm orders. The Exchange is
not proposing any change in functionality for the current Unique
Identifiers described above.
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\8\ An MPID is a four-character unique identifier that is
approved by the Exchange and assigned to a Member for use on the
Exchange to identify the Member firm on the orders sent to the
Exchange and resulting executions.
\9\ See Securities Exchange Act Release No. 63427 (December 3,
2010), 75 FR 76768 (December 9, 2010) SR-EDGA-2010-19 (``Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
EDGA Rule 11.9 To Offer Anti-Internalization Qualifier (``AIQ'')
Functionality to Exchange Users''). See also Securities Exchange Act
Release No. 73592 (November 13, 2014), 79 FR 68937 (November 19,
2014) SR-EDGA-2014-20 (``Notice of Filing of Amendment Nos. 1 and 2
and Order Granting Accelerated Approval of a Proposed Rule Change,
as Modified by Amendment Nos. 1 and 2, To Amend EDGA Rule 1.5 and
Chapter XI Regarding Current System Functionality Including the
Operation of Order Types and Order Instructions''), in which AIQ
functionality was renamed ERSTP.
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The Exchange now proposes to amend Rule 11.10(d) and enhance its
existing ERSTP functionality by introducing a fourth Unique Identifier,
affiliate identifier, which will allow a User to prevent its orders
from matching with another User that is an affiliate of the User. In
addition to the proposed addition of the affiliate identifier, the
Exchange also proposes to add language to Rule 11.9(f) in order to
provide clarity to Users about how eligibility for the use of the
affiliate identifier will be determined.\10\ The proposed addition of
the affiliate identifier does not present any new or novel ERSTP
functionality, but rather would extend existing ERSTP functionality to
a User who demonstrates an affiliate relationship with another User who
maintains a separate membership or Sponsored Participant relationship
on the Exchange. Generally speaking, an affiliated entity is an
organization that directly or indirectly controls another entity, or is
directly controlled by another entity, or which is under common control
alongside another entity. The concept of affiliation is formally
recognized in securities law, particularly Rule 405 of the Securities
Act of 1933.\11\ As applied to the Exchange, there are situations where
two separate entities (i.e., Users) maintain individual memberships or
Sponsored Participant relationships on the Exchange even as Firm A owns
a controlling percentage of Firm B (i.e., Firm A and Firm B are
affiliated entities). The proposed functionality would serve as an
additional tool that Users may enable in order to assist with
compliance with the various securities laws relating to potentially
manipulative trading activity such as wash sales \12\ and self-
trades.\13\ Additionally, the proposed functionality would provide
Users an additional solution to manage order flow by preventing
undesirable executions against the User's affiliates. As is the case
with the existing risk tools, Users, and not the Exchange, have full
responsibility for ensuring that their orders comply with applicable
securities rules, laws, and regulations. Furthermore, as is the case
with the existing risk settings, the Exchange does not believe that the
use of the proposed ERSTP functionality can replace User-managed risk
management solutions.
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\10\ Infra note 14.
\11\ See 17 CFR 230.405. An affiliate of, or person affiliated
with, a specified person, is a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or
is under common control with, the person specified.
\12\ A ``wash sale'' is generally defined as a trade involving
no change in beneficial ownership that is intended to produce the
false appearance of trading and is strictly prohibited under both
the federal securities laws and FINRA rules. See, e.g., 15 U.S.C
78i(a)(1); FINRA Rule 6140(b) (``Other Trading Practices'').
\13\ Self-trades are ``transactions in a security resulting from
the unintentional interaction of orders originating from the same
firm that involve no change in beneficial ownership of the
security.'' FINRA requires members to have policies and procedures
in place that are reasonably designed to review trading activity
for, and prevent, a pattern or practice of self-trades resulting
from orders originating from a single algorithm or trading desk, or
related algorithms or trading desks. See FINRA Rule 5210,
Supplementary Material .02.
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The Exchange is proposing to allow affiliated Users that maintain
individual Exchange memberships to utilize ERSTP where one User is an
affiliate of another User.\14\ Specifically, the Exchange is proposing
to allow affiliated Users to use ERSTP functionality in order to
prevent executions from occurring between those individual Users. When
a User requests ERSTP at the affiliate level and an affiliate
relationship is confirmed by the Exchange, the Exchange will assign an
identical affiliate identifier to each User that will be used to
prevent executions between contra side orders entered by the Users
using the same affiliate identifier. The purpose of this proposed
change is to extend ERSTP functionality to affiliated Users in order to
prevent transactions between Users who maintain individual memberships
on the Exchange but where an affiliate relationship exists for which
ERSTP functionality may be useful.
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\14\ The Exchange will consider a User to be an affiliate of
another User if: (i) Greater than 50% ownership is identified in a
User's Form BD; and (ii) the Users execute an affidavit stating that
a control relationship exists between the two Users.
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To demonstrate how ERSTP will operate with the proposed affiliate
identifier, the Exchange has included examples of potential scenarios
in which ERSTP may be used by affiliated Users. For all examples below,
Firm A and Firm B are presumed to have a controlling affiliate
relationship and
[[Page 68786]]
will use an affiliate identifier of ``A'' when requesting ERSTP at the
affiliate level. Firm C is unaffiliated with Firms A and B and uses an
affiliate identifier of ``C''.
Affiliate Level ERSTP
Scenario 1: Firm A submits a buy order. Firm B submits a sell
order. Firm C also submits a sell order. Firm A has enabled ERSTP at
the affiliate level using an affiliate identifier of A. Firm B has
enabled ERSTP at the affiliate level using an affiliate identifier of
A. Firm C has not enabled ERSTP. Firm A's buy order is prevented from
executing with Firm B's sell order as each firm has enabled ERSTP at
the affiliate level using an affiliate identifier of A. Firm A's buy
order will be permitted to execute with Firm C's sell order because
Firm C has not enabled ERSTP.
Scenario 2: Firm A submits a buy order. Firm B submits a sell
order. Firm C also submits a sell order. Firm A has enabled ERSTP at
the affiliate level using an affiliate identifier of A. Firm B has not
enabled ERSTP. Firm C has enabled ERSTP at the affiliate level using an
affiliate identifier of C. Firm A's order will be eligible to trade
with both Firm B and Firm C. Firm A's order is eligible to trade with
Firm B because Firm B did not enable ERSTP. In order for ERSTP to
prevent the matching of contra side orders, both the buy and sell order
must contain an ERSTP modifier. Firm A's order is also eligible to
trade with Firm C because even though Firm A and Firm C have both
enabled ERSTP at the affiliate level, Firm A and Firm C have been
assigned different affiliate identifiers.
Scenario 3: Firm A submits a buy order and a sell order. Firm B
submits a buy order. Firm A has enabled ERSTP at the affiliate level
using an affiliate identifier of A. Firm B has enabled ERSTP at the
affiliate level using an affiliate identifier of A. Firm A's buy order
is not eligible to execute with Firm A's sell order because Firm A has
enabled ERSTP at the affiliate level using an affiliate identifier of
A. Firm A's sell order is not eligible to execute with Firm B's buy
order because both Firm A and Firm B have enabled ERSTP at the
affiliate level using an affiliate identifier of A.
Scenario 4: Firm A submits a buy order and a sell order. Firm B
submits a sell order. Firm C submits a sell order. Firm A has enabled
ERSTP at the affiliate level using an affiliate identifier of A. Firm B
has enabled ERSTP at the affiliate level using an affiliate identifier
of A. Firm C has enabled ERSTP at the affiliate level using an
affiliate identifier of C. Firm A's buy order is not eligible to
execute with Firm A's sell order because Firm A has enabled ERSTP at
the affiliate level using an affiliate identifier of A. Firm A's buy
order is not eligible to execute with Firm B's sell order because both
Firm A and Firm B have enabled ERSTP at the affiliate level using an
affiliate identifier of A. Firm A's buy order is eligible to execute
with Firm C's sell order because while Firm A and Firm C have enabled
ERSTP at the affiliate level, Firm A and Firm C have been assigned
different affiliate identifiers.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\15\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \16\ 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) \17\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(5).
\17\ Id.
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In particular, the Exchange believes that the proposed affiliate
level ERSTP functionality promotes just and equitable principles of
trade by allowing Users to better manage order flow and prevent
undesirable trading activity such as wash sales'' \18\ or self-trades
\19\ that may occur as a result of the velocity of trading in today's
high-speed marketplace. The proposed affiliate identifier and
description of eligibility to utilize the proposed affiliate identifier
does not introduce any new or novel functionality, but rather will
extend the Exchange's ERSTP functionality in a manner generally
consistent with the functionality currently offered at the MPID,
Exchange Member, and ERSTP Group identifier levels because the proposed
Users are required to have control over the affiliated User and
transactions entered by the firms may be viewed as functionally
originating from one User.\20\ For instance, the Users may share
traders or trading strategies, and elected to not impose information
barriers between trading desks. In this regard, Users may desire ERSTP
functionality on an affiliate level that will help them achieve
compliance \21\ with regulatory rules regarding wash sales and self-
trades in a very similar manner to the way that the current ERSTP
functionality applies on the existing Unique Identifier level. In this
regard, the proposed affiliate level ERSTP functionality will permit
Users that have separate memberships but who also maintain an affiliate
relationship, to prevent the execution of transactions by and between
the Users.
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\18\ Supra note 5.
\19\ Supra note 6.
\20\ The Exchange notes that the proposed rule filing is similar
in in concept to how derivatives markets sometimes contemplate
ownership and relationship between accounts. Specifically, in the
derivatives markets, rules have developed around of the idea of
``beneficial ownership'', and whether separate accounts have common
ownership. For example, the CME Group (``CME''), an operator of
global derivatives markets, recognizes that ``buy and sell orders
for different accounts with common beneficial ownership . . . shall
also be deemed to violate the prohibition on wash trades.'' See CME
Rule 534. See also <a href="https://www.cmegroup.com/rulebook/files/cme-group-Rule-534.pdf">https://www.cmegroup.com/rulebook/files/cme-group-Rule-534.pdf</a>, FAQ Q2, which describes ``common beneficial
ownership'' as accounts with common beneficial ownership that is
less than 100%.
\21\ The Exchange reminds Users that while they may utilize
ERSTP to help develop potential transactions such as wash sales or
self-trades, Users, not the Exchange, are ultimately responsible for
ensuring that their orders comply with applicable rules, laws, and
regulations.
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The Exchange also believes that the proposed rule change is fair
and equitable, and is not designed to permit unfair discrimination. By
way of example, subject to appropriate information barriers, many firms
that are Users of the Exchange operate both a principal market making
desk, which is responsible for handling and executing orders for the
benefit of the User, and an agency trading desk that is responsible for
handling and executing customer orders. In such instances, the User may
elect to utilize ERSTP to prevent transactions between their market
maker desk and their agency trading desk. In contrast, other firms may
be part of a corporate structure that separates those business lines
into separate, but affiliated, entities either for business,
compliance, or historical reasons, with each entity maintaining its own
Exchange membership. In scenarios where one User indirectly or directly
controls the other User (e.g.,
[[Page 68787]]
voting power, shared traders and algorithms, shared trading strategies,
shared technology, etc.), it is logical that the Users, though separate
entities, may determine that transactions between their firms would
potentially run afoul of certain securities rules, laws, or
regulations, such as wash sales and self-trades. In this regard, absent
the proposed rule change, such affiliated entities would not receive
the same treatment as firms operating similar business lines within a
single entity that is a User of the Exchange. Accordingly, the Exchange
believes that its proposed policy is fair and equitable, and not
unreasonably discriminatory.
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. ERSTP is an optional
functionality offered by the Exchange and Users are free to decide
whether to use ERSTP in their decision-making process when submitting
orders to the Exchange.
The Exchange believes that the proposed affiliate identifier does
not impose any intramarket competition as it seeks to enhance an
existing functionality available to all Users. The Exchange is not
proposing to introduce any new or novel functionality, but rather is
proposing to provide an extension of its existing ERSTP functionality
to Users who have an affiliate relationship with another User of the
Exchange. Additionally, the proposed rule specifies which Users are
eligible to use the proposed affiliate identifier, which will be
available to any User who satisfies such criteria. ERSTP will continue
to be an optional functionality offered by the Exchange and the
addition of affiliate level ERSTP will not change how the current
Unique Identifiers and ERSTP functionality operate.
The Exchange believes that the proposed affiliate identifier does
not impose any undue burden on intermarket competition. ERSTP is an
optional functionality offered by the Exchange and Users are not
required to use ERSTP functionality when submitting orders to the
Exchange. Further, the Exchange is not required to offer ERSTP and is
choosing to do so as a benefit for Users who wish to enable ERSTP
functionality. Moreover, the proposed change is not being submitted for
competitive reasons, but rather to provide Users enhanced order
processing functionality that may prevent undesirable executions by
affiliated Users such as wash sales or self-trades.
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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \22\ and Rule 19b-4(f)(6) \23\ thereunder
because the proposal does not: (i) significantly affect the protection
of investors or the public interest; (ii) impose any significant burden
on competition; and (iii) by its terms, become operative for 30 days
from the date on which it was filed, or such shorter time as the
Commission may designate if consistent with the protection of investors
and the public interest.\24\
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\22\ 15 U.S.C. 78s(b)(3)(A).
\23\ 17 CFR 240.19b-4(f)(6).
\24\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to
give the Commission written notice of the Exchange's 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 pursuant to Rule 19b-4(f)(6) under the
Act \25\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \26\ permits the
Commission to 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 proposal may become operative immediately upon filing. The Exchange
states that waiver of the 30-day operative delay would permit
affiliated Users to immediately enable ERSTP functionality in order to
better manage order flow and assist with preventing undesirable
executions in the same manner as individual Users who currently enable
ERSTP at either the MPID, Exchange Member identifier, or ERSTP Group
identifier levels. The Commission believes that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest because the proposed rule change does not raise any new
or novel issues. Accordingly, the Commission hereby waives the
operative delay and designates the proposal operative upon filing.\27\
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\25\ 17 CFR 240.19b-4(f)(6).
\26\ 17 CFR 240.19b-4(f)(6)(iii).
\27\ 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.\28\
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\28\ 15 U.S.C. 78s(b)(3)(C).
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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#255750494008464a4848404b5156655640460b424a53"><span class="__cf_email__" data-cfemail="becccbd2db93ddd1d3d3dbd0cacdfecddbdd90d9d1c8">[email protected]</span></a>. Please include
File Number SR-CboeEDGA-2022-017.
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-2022-017. 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
[[Page 68788]]
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-
017, and should be submitted on or before December 7, 2022.
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\29\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24894 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P
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