Notice2025-15948
Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by The Options Clearing Corporation Concerning the Execution of the Amended and Restated Participant Exchange Agreement
Primary source
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Published
August 21, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 160 (Thursday, August 21, 2025)</title>
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[Federal Register Volume 90, Number 160 (Thursday, August 21, 2025)]
[Notices]
[Pages 40875-40876]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-15948]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103738; File No. SR-OCC-2025-011]
Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change by
The Options Clearing Corporation Concerning the Execution of the
Amended and Restated Participant Exchange Agreement
August 18, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on August 15, 2025, The Options Clearing
Corporation (``OCC'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared primarily by OCC. OCC
filed the proposed rule change pursuant to Section 19(b)(3)(A) \3\ of
the Act and paragraph (f)(1) or Rule 19b-4 \4\ thereunder, such that
the proposed rule change was immediately effective upon filing with the
Commission. 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).
\4\ 17 CFR 240.19b-4(f).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
This proposed rule change would (i) remove the signature block in
its entirety from the Amended and Restated Participant Exchange
Agreement (``New RPEA''), filed as the proposed changes in Exhibit 5
and approved by the Commission in File No. SR-OCC-2025-006,\5\ so that
OCC may update it to reflect all parties to the current Restated
Participant Exchange Agreement (``Existing RPEA'') and allow all such
parties to execute the New RPEA; and (ii) correct inadvertent
typographical errors in Exhibit C of the New RPEA. No substantive
changes to the rights and obligations of the parties to the New RPEA
are intended.
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\5\ See Exchange Act Release No. 103436 (July 11, 2025), 90 FR
32045 (July 16, 2025) (SR-OCC-2025-006).
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OCC filed proposed changes to the text of the New RPEA as Exhibit 5
to File No. SR-OCC-2025-011. Material added to the New RPEA by File No.
SR-OCC-2025-011 is marked by underlining, and material deleted is
marked with strikethrough text.
This proposed rule change does not require any changes to the text
of OCC's By-Laws or Rules. All terms with initial capitalization that
are not otherwise defined herein have the same meaning as set forth in
the New RPEA or OCC's By-Laws and Rules.\6\
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\6\ OCC's By-Laws and Rules can be found on OCC's public website
at <a href="https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules">https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules</a>.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
Background
On July 11, 2025, the Commission approved a proposed rule change by
OCC concerning the adoption of the New RPEA between OCC and each of the
national securities exchanges that list equity options
(``Exchanges'').\7\ OCC intends to execute the New RPEA with the
Exchanges, thereby replacing the Existing RPEA and making the New RPEA
the governing agreement between OCC and the Exchanges.
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\7\ See Exchange Act Release No. 103436, supra note 5, 90 FR at
32050.
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Proposed Change
First, OCC proposes to remove the signature block in its entirety
from the proposed rule text of the New RPEA so that OCC may update it
to reflect all parties to the Existing RPEA and allow all such parties
to execute the New RPEA. OCC does not consider the signature block to
be a rule of the clearing agency within the meaning of the Exchange Act
\8\ or regulations thereunder. Specifically, the signature block itself
is not a material aspect of the operation of the facilities of OCC or a
stated policy, practice or interpretation that establishes or changes
any standard, limit or guideline with respect to (A) the rights,
obligations, or privileges of specified
[[Page 40876]]
persons or persons associated with specified persons, or (B) the
meaning, administration, or enforcement of an existing rule.\9\ The
signature block would be a form used to execute the New RPEA. OCC has
filed the form signature block for the New RPEA, corrected to include
all parties to the Existing RPEA, as Exhibit 3 to File No. SR-OCC-2025-
011.
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\8\ See 15 U.S.C. 78c(a)(27).
\9\ See 17 CFR 240.19b-4(a)(6).
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Second, OCC proposes to correct inadvertent typographical errors in
Exhibit C of the New RPEA found in File No. SR-OCC-2025-006, which is
the declaration of endorsement that would be executed by any Exchange
that seeks to become a party to the New RPEA in the future.
Specifically, OCC proposes to correct Exhibit C to the New RPEA to
reflect such endorsement is to the ``Amended and Restated Participant
Exchange Agreement,'' as opposed to the ``Restated Participant Exchange
Agreement'' or ``Amended Restated Participant Exchange Agreement.''
2. Statutory Basis
OCC believes the proposed changes are consistent with the
requirements of the Exchange Act and the rules and regulations
thereunder applicable to a registered clearing agency. In particular,
OCC believes the proposed changes are consistent with Section
17A(b)(3)(F) of the Exchange Act, which requires, among other things,
that the rules of a clearing agency be designed to foster cooperation
and coordination with persons engaged in the clearance and settlement
of securities transactions and to remove impediments to and perfect the
mechanism of a national system for the prompt and accurate clearance
and settlement of securities transactions.\10\ OCC's relationship with
the Exchanges will largely be governed by the New RPEA once it is
executed. The proposed changes will ensure that the content of the New
RPEA accurately reflects the intended rule content, ensure that all
parties to the Existing RPEA may execute the New RPEA, and ensure that
new parties may in the future endorse the New RPEA. Accordingly, OCC
believes that the proposed changes foster cooperation and coordination
between OCC and the Exchanges and remove impediments to and perfect the
mechanisms of the national system for the clearance and settlement of
listed options.
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\10\ 15 U.S.C. 78q-1(B)(3)(F).
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(B) Clearing Agency's Statement on Burden on Competition
Section 17A(b)(3)(I) of the Act \11\ requires that the rules of a
clearing agency not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act. OCC
does not believe that the proposal would impose any burden on
competition. The proposed changes are administrative in nature and do
not materially change the content of the New RPEA, which applies to
Equity and Non-Equity Exchanges alike in satisfaction of the
requirements in OCC's By-Laws. Accordingly, OCC does not believe that
the proposed changes create any additional burdens on competition on
any one Exchange over another.
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\11\ 15 U.S.C. 78q-1(b)(3)(I).
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants or Others
Written comments were not and are not intended to be solicited with
respect to the proposed rule change and none have been 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) of the Act \12\ and paragraph (f)(1) of Rule 19b-4 \13\
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.
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\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f).
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The proposal shall not take effect until all regulatory actions
required with respect to the proposal are completed.\14\
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\14\ Notwithstanding its immediate effectiveness, implementation
of this rule change will be delayed until this change is deemed
certified under CFTC Regulation 40.6.
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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-regulations/self-regulatory-organization-rulemaking">http://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>);
or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#c1b3b4ada4eca2aeacaca4afb5b281b2a4a2efa6aeb7"><span class="__cf_email__" data-cfemail="6311160f064e000c0e0e060d1710231006004d040c15">[email protected]</span></a>. Please include
file number SR-OCC-2025-011 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-OCC-2025-011. 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="https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>). Copies of such
filing will be available for inspection and copying at the principal
office of OCC and on OCC's website at <a href="https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules">https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules</a>.
Do not include personal identifiable information in submissions;
you should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to file number SR-OCC-2025-011 and
should be submitted on or before September 11, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-15948 Filed 8-20-25; 8:45 am]
BILLING CODE 8011-01-P
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