Notice2022-24956
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.9(f) To Permit Affiliated Users To Enable Match 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 68756-68759]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-24956]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96295; File No. SR-CboeBZX-2022-053]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 11.9(f) To Permit Affiliated Users To Enable Match Trade
Prevention
November 10, 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 BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') 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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') proposes to
amend Exchange Rule 11.9(f) (``Match Trade Prevention (``MTP'')
Modifiers'') to permit affiliated Users to enable Match 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/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Rule 11.9(f) (``Match Trade
Prevention (``MTP'') 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. Adding an affiliate identifier for MTP functionality on the
Exchange would allow affiliated Users \5\ to enable MTP at the
affiliate level, in addition to the current MTP functionality based on
market participant identifier (``MPID''), Exchange Member identifier,
trading group identifier, or Exchange Sponsored Participant identifier
(any such existing identifier, a ``Unique Identifier'').\6\ Currently,
the Exchange's MTP 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\ MTP 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(cc). ``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(aa). 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 11.9(f).
\7\ Id.
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As noted above, there are currently four Unique Identifiers that a
User may choose from when submitting an order subject to MTP: (i) MPID;
\8\ (ii) Exchange Member identifier; (iii) trading group identifier;
and (iv) Exchange Sponsored Participant identifier.\9\ MTP
functionality is optional for Users 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 MTP functionality using the MPID Unique Identifier will
prevent contra side executions between the same MPID from occurring. A
User who enables MTP 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 trading 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. Users who enable MTP functionality
using the Exchange Sponsored Participant Unique Identifier will prevent
matched trades between contra side orders with an identical Sponsored
Participant identifier. 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. 60266 (July 9,
2009), 74 FR 34380 (July 15, 2009) SR-BATS-2009-022 (``Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend BATS Rule 11.9, Entitled ``Orders and Modifiers''''), in which
the Exchange adopted Member Match Trade Prevention (now known as
MTP) and designated MPID, Exchange Member identifier, or Exchange
Sponsored Participant identifier as Unique Identifiers. See also
Securities Exchange Act Release No. 67093 (June 1, 2012), 77 FR
33798 (June 7, 2012) SR-BATS-2012-018 (``Notice of Filing and
Immediate Effectiveness of Proposed Rule Change to Amend BATS Rules
Related to the Operation of BATS Post Only Orders and Match Trade
Prevention Functionality''), which amended the definition of Unique
Identifier to include trading group identifier.
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The Exchange now proposes to amend Rule 11.9(f) and enhance its
existing MTP functionality by introducing a fifth 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 use of the affiliate
identifier will be determined.\10\
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\10\ Infra note 14.
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[[Page 68757]]
The proposed addition of the affiliate identifier does not present any
new or novel MTP functionality, but rather would extend existing MTP
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 MTP functionality can replace User-managed risk
management solutions.
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\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 or Sponsored Participant relationships
to utilize MTP where one User is an affiliate of another User.\14\
Specifically, the Exchange is proposing to allow affiliated Users to
use MTP functionality in order to prevent executions from occurring
between those individual Users. When a User requests MTP 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 MTP 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 MTP 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 MTP will operate with the proposed affiliate
identifier, the Exchange has included examples of potential scenarios
in which MTP may be used by affiliated Users. For all examples below,
Firm A and Firm B are presumed to have a controlling affiliate
relationship and will use an affiliate identifier of ``A'' when
requesting MTP at the affiliate level. Firm C is unaffiliated with
Firms A and B and uses an affiliate identifier of ``C''.
Affiliate Level MTP
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 MTP at the
affiliate level using an affiliate identifier of A. Firm B has enabled
MTP at the affiliate level using an affiliate identifier of A. Firm C
has not enabled MTP. Firm A's buy order is prevented from executing
with Firm B's sell order as each firm has enabled MTP 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 MTP.
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 MTP at the
affiliate level using an affiliate identifier of A. Firm B has not
enabled MTP. Firm C has enabled MTP 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 MTP. In order for MTP to prevent
the matching of contra side orders, both the buy and sell order must
contain an MTP modifier. Firm A's order is also eligible to trade with
Firm C because even though Firm A and Firm C have both enabled MTP 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 MTP at the affiliate level
using an affiliate identifier of A. Firm B has enabled MTP 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 MTP 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 MTP 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
MTP at the affiliate level using an affiliate identifier of A. Firm B
has enabled MTP at the affiliate level using an affiliate identifier of
A. Firm C has enabled MTP 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 MTP 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 MTP 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 MTP at the
affiliate level, Firm A and Firm C have been assigned different
affiliate identifiers.
The Exchange plans to implement the proposed rule change during the
fourth quarter of 2022 or first quarter of 2023, and will announce the
implementation date via Trade Desk Notice.
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 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
[[Page 68758]]
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 MTP 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 MTP functionality in a manner generally consistent with the
functionality currently offered at the MPID, Exchange Member, trading
group, and Sponsored Participant 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 MTP 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 MTP functionality applies on the
existing Unique Identifier level. In this regard, the proposed
affiliate level MTP functionality will permit Users that have separate
memberships or Sponsored Participant relationships 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 MTP
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 MTP 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., 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. MTP is an optional
functionality offered by the Exchange and Users are free to decide
whether to use MTP 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 MTP 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 affiliate identifier and is available to any User
who satisfies such criteria. MTP will continue to be an optional
functionality offered by the Exchange and the addition of affiliate
level MTP will not change how the current Unique Identifiers and MTP
functionality operate.
The Exchange believes that the proposed affiliate identifier does
not impose any undue burden on intermarket competition. MTP is an
optional functionality offered by the Exchange and Users are not
required to use MTP functionality when submitting orders to the
Exchange. Further, the Exchange is not required to offer MTP and is
choosing to do so as a benefit for Users who wish to enable MTP
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
[[Page 68759]]
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 MTP functionality in order to
better manage order flow and assist with preventing undesirable
executions in the same manner as individual Users who currently enable
MTP at either the MPID, Exchange Member identifier, or Exchange
Sponsored Participant 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#82f0f7eee7afe1edefefe7ecf6f1c2f1e7e1ace5edf4"><span class="__cf_email__" data-cfemail="6e1c1b020b430d0103030b001a1d2e1d0b0d40090118">[email protected]</span></a>. Please include
File Number SR-CboeBZX-2022-053.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-CboeBZX-2022-053. 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-CboeBZX-2022-053, and should be
submitted on or before December 7, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24956 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P
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