82 FR 59841 - Self-Regulatory Organizations; MIAX PEARL LLC; Notice of Filing of Amendment No. 2 to a Proposed Rule Change To Amend the Fee Schedule

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 240 (December 15, 2017)

Page Range		59841-59844
FR Document		2017-27015

Federal Register, Volume 82 Issue 240 (Friday, December 15, 2017)

[Federal Register Volume 82, Number 240 (Friday, December 15, 2017)]
[Notices]
[Pages 59841-59844]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2017-27015]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82255; File No. SR-PEARL-2017-20]

Self-Regulatory Organizations; MIAX PEARL LLC; Notice of Filing
of Amendment No. 2 to a Proposed Rule Change To Amend the Fee Schedule

December 11, 2017.
On May 1, 2017, MIAX PEARL, LLC (``MIAX PEARL'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
adopt a fee schedule to establish the fees for Industry Members related
to the National Market System Plan Governing the Consolidated Audit
Trail (``CAT NMS Plan''). The proposed rule change was published in the
Federal Register for comment on May 19, 2017.\3\ The Commission
received seven comment letters on the proposed rule change,\4\ and a
response to comments from the Participants.\5\ On June 30, 2017, the
Commission temporarily suspended and initiated proceedings to determine
whether to approve or disapprove the proposed rule change.\6\ The
Commission thereafter received seven comment letters,\7\ and a response
to comments from the Participants.\8\ On November 7, 2017, the Exchange
filed Amendment No. 1 to the proposed rule change.\9\ On November 9,
2017, the Commission extended the time period within which

[[Page 59842]]

to approve the proposed rule change or disapprove the proposed rule
change to January 14, 2018.\10\ On December 1, 2017, the Exchange filed
Amendment No. 2 to the proposed rule change, as described in Items I
and II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments from
interested persons on Amendment No. 2.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 80676 (May 15,
2017), 82 FR 23083 (May 19, 2017) (``Original Proposal'').
\4\ Since the CAT NMS Plan Participants' proposed rule changes
to adopt fees to be charged to Industry Members to fund the
consolidated audit trail are substantively identical, the Commission
is considering all comments received on the proposed rule changes
regardless of the comment file to which they were submitted. See
text accompanying note 13 infra, for a list of the CAT NMS Plan
Participants. See Letter from Theodore R. Lazo, Managing Director
and Associate General Counsel, Securities Industry and Financial
Markets Association, to Brent J. Fields, Secretary, Commission
(dated June 6, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1788188-153228.pdf; Letter from
Patricia L. Cerny and Steven O'Malley, Compliance Consultants, to
Brent J. Fields, Secretary, Commission (dated June 12, 2017),
available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1799253-153675.pdf; Letter from Daniel Zinn, General
Counsel, OTC Markets Group Inc., to Eduardo A. Aleman, Assistant
Secretary, Commission (dated June 13, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1801717-153703.pdf; Letter from Joanna Mallers, Secretary, FIA Principal
Traders Group, to Brent J. Fields, Secretary, Commission (dated June
22, 2017), available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1819670-154195.pdf; Letter from Stuart J. Kaswell,
Executive Vice President and Managing Director, General Counsel,
Managed Funds Association, to Brent J. Fields, Secretary, Commission
(dated June 23, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1822454-154283.pdf; and Letter from
Suzanne H. Shatto, Investor, to Commission (dated June 27, 2017),
available at: https://www.sec.gov/comments/sr-batsedgx-2017-22/batsedgx201722-154443.pdf. The Commission also received a comment
letter which is not pertinent to these proposed rule changes. See
Letter from Christina Crouch, Smart Ltd., to Brent J. Fields,
Secretary, Commission (dated June 5, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1785545-153152.htm.
\5\ See Letter from CAT NMS Plan Participants to Brent J.
Fields, Secretary, Commission (dated June 29, 2017), available at:
https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-1832632-154584.pdf.
\6\ See Securities Exchange Act Release No. 81067 (June 30,
2017), 82 FR 31656 (July 7, 2017).
\7\ See Letter from W. Hardy Callcott, Partner, Sidley Austin
LLP, to Brent J. Fields, Secretary, Commission (dated July 27,
2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148338-157737.pdf; Letter from Kevin Coleman,
General Counsel and Chief Compliance Officer, Belvedere Trading LLC,
to Brent J. Fields, Secretary, Commission (dated July 28, 2017),
available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148360-157740.pdf; Letter from Joanna Mallers,
Secretary, FIA Principal Traders Group, to Brent J. Fields,
Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2151228-157745.pdf; Letter from Theodore R. Lazo, Managing Director and
Associate General Counsel, SIFMA, to Brent J. Fields, Secretary,
Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150977-157744.pdf; Letter
from Stuart J. Kaswell, Executive Vice President and Managing
Director, General Counsel, Managed Funds Association, to Brent J.
Fields, Secretary, Commission (dated July 28, 2017), available at:
https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150818-157743.pdf; Letter from John Kinahan, Chief Executive
Officer, Group One Trading, L.P., to Brent J. Fields, Secretary,
Commission (dated August 10, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2214568-160619.pdf; Letter from Joseph Molluso, Executive Vice President and
CFO, Virtu Financial, to Brent J. Fields, Commission (dated August
18, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2238648-160830.pdf.
\8\ See Letter from Michael Simon, Chair, CAT NMS Plan Operating
Committee, to Brent J. Fields, Commission, Secretary (dated November
2, 2017), available at https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2674608-161412.pdf.
\9\ Amendment No. 1 to the proposed rule change replaced and
superseded the Original Proposal in its entirety. See Securities
Exchange Act Release No. 82254 (December 11, 2017).
\10\ See Securities Exchange Act Release No. 82049 (November 9,
2017), 82 FR 53549 (November 16, 2017).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

On May 1, 2017, MIAX PEARL, LLC (``MIAX PEARL'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'' or
``SEC'') a proposed rule change SR-PEARL-2017-20 (the ``Original
Proposal''),\11\ pursuant to which the Exchange proposed to adopt a fee
schedule to establish the fees for Industry Members related to the
National Market System Plan Governing the Consolidated Audit Trail (the
``CAT NMS Plan'' or ``Plan'').\12\ On November 7, 2017, the Exchange
filed an amendment to the Original Proposal (``First Amendment''). The
Exchange files this proposed rule change (the ``Second Amendment'') to
amend the Original Proposal as amended by the First Amendment.
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\11\ See Securities Exchange Act Release No. 80676 (May 15,
2017), 82 FR 23083 (May 19, 2017) (SR-PEARL-2017-20).
\12\ Unless otherwise specified, capitalized terms used in this
fee filing are defined as set forth herein, the CAT Compliance Rule
Series, in the CAT NMS Plan, or the Original Proposal.
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The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/pearl, 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
BOX Options Exchange LLC, Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Chicago Stock Exchange,
Inc., Financial Industry Regulatory Authority, Inc. (``FINRA''),
Investors' Exchange LLC, Miami International Securities Exchange, LLC,
MIAX PEARL, LLC, NASDAQ BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC,
Nasdaq MRX, LLC, NASDAQ PHLX LLC, The NASDAQ Stock Market LLC, New York
Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc. and NYSE
National, Inc.\13\ (collectively, the ``Participants'') filed with the
Commission, pursuant to Section 11A of the Exchange Act \14\ and Rule
608 of Regulation NMS thereunder,\15\ the CAT NMS Plan.\16\ The
Participants filed the Plan to comply with Rule 613 of Regulation NMS
under the Exchange Act. The Plan was published for comment in the
Federal Register on May 17, 2016,\17\ and approved by the Commission,
as modified, on November 15, 2016.\18\ The Plan is designed to create,
implement and maintain a consolidated audit trail (``CAT'') that would
capture customer and order event information for orders in NMS
Securities and OTC Equity Securities, across all markets, from the time
of order inception through routing, cancellation, modification, or
execution in a single consolidated data source. The Plan accomplishes
this by creating CAT NMS, LLC (the ``Company''), of which each
Participant is a member, to operate the CAT.\19\ Under the CAT NMS
Plan, the Operating Committee of the Company (``Operating Committee'')
has discretion to establish funding for the Company to operate the CAT,
including establishing fees that the Participants will pay, and
establishing fees for Industry Members that will be implemented by the
Participants (``CAT Fees'').\20\ The Participants are required to file
with the SEC under Section 19(b) of the Exchange Act any such CAT Fees
applicable to Industry Members that the Operating Committee
approves.\21\ Accordingly, the Exchange submitted the Original Proposal
to propose the Consolidated Audit Trail Funding Fees, which would
require Industry Members that are Exchange members to pay the CAT Fees
determined by the Operating Committee.
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\13\ Note that Bats BYX Exchange, Inc., Bats BZX Exchange, Inc.,
Bats EDGA Exchange, Inc., Bats EDGX Exchange, Inc., LLC, C2 Options
Exchange, Incorporated, and Chicago Board Options Exchange,
Incorporated, have been renamed Cboe BYX Exchange, Inc., Cboe BZX
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc.,
Cboe C2 Exchange, Inc., Cboe Exchange, Inc., respectively.
\14\ 15 U.S.C. 78k-1.
\15\ 17 CFR 242.608.
\16\ See Letter from the Participants to Brent J. Fields,
Secretary, Commission, dated September 30, 2014; and Letter from
Participants to Brent J. Fields, Secretary, Commission, dated
February 27, 2015. On December 24, 2015, the Participants submitted
an amendment to the CAT NMS Plan. See Letter from Participants to
Brent J. Fields, Secretary, Commission, dated December 23, 2015.
\17\ Securities Exchange Act Rel. No. 77724 (Apr. 27, 2016), 81
FR 30614 (May 17, 2016).
\18\ Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81
FR 84696 (Nov. 23, 2016) (``Approval Order'').
\19\ The Plan also serves as the limited liability company
agreement for the Company.
\20\ Section 11.1(b) of the CAT NMS Plan.
\21\ Id.
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The Commission published the Original Proposal for public comment
in the Federal Register on May 19, 2017,\22\ and received comments in
response to the Original Proposal or similar fee filings by other
Participants.\23\ On June 30, 2017, the Commission suspended, and
instituted proceedings to determine whether to approve or disapprove,
the Original Proposal.\24\ The Commission received seven comment
letters in response to those proceedings.\25\
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\22\ See supra. note 3.
\23\ For a summary of comments, see generally Securities
Exchange Act Rel. No. 81067 (June 30, 2017), 82 FR 31656 (July 7,
2017) (``Suspension Order'').
\24\ Suspension Order.
\25\ See Letter from Stuart J. Kaswell, Executive Vice
President, Managing Director and General Counsel, Managed Funds
Association, to Brent J. Fields, Secretary, SEC (July 28, 2017);
Letter from Theodore R. Lazo, Managing Director and Associate
General Counsel, SIFMA, to Brent J. Fields, Secretary, SEC (July 28,
2017); Joanna Mallers, Secretary, FIA Principal Traders Group, to
Brent J. Fields, Secretary, SEC (July 28, 2017); Letter from Kevin
Coleman, General Counsel & Chief Compliance Officer, Belvedere
Trading LLC, to Brent J. Fields, Secretary, SEC (July 28, 2017);
Letter from W. Hardy Callcott, Sidley Austin LLP, to Brent J.
Fields, Secretary, SEC (July 27, 2017); Letter from John Kinahan,
Chief Executive Officer, Group One Trading, L.P., to Brent J.
Fields, Secretary, SEC (Aug. 10, 2017); and Letter from Joseph
Molluso, Executive Vice President, Virtu Financial, to Brent J.
Fields, Secretary, SEC (Aug. 18, 2017).
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In response to the comments on the Original Proposal, the Operating
Committee determined to make the following changes to the funding
model: (1) Add two additional CAT Fee tiers for Equity Execution
Venues; (2) discount the market share of Execution Venue ATSs
exclusively trading OTC Equity Securities as well as the market share
of the FINRA over-the-counter reporting facility (``ORF'') by the
average shares

[[Page 59843]]

per trade ratio between NMS Stocks and OTC Equity Securities
(calculated as 0.17% based on available data from the second quarter of
2017) when calculating the market share of Execution Venue ATS
exclusively trading OTC Equity Securities and FINRA; (3) discount
Options Market Maker quotes by the trade to quote ratio for options
(calculated as 0.01% based on available data for June 2016 through June
2017) when calculating message traffic for Options Market Makers; (4)
discount equity market maker quotes by the trade to quote ratio for
equities (calculated as 5.43% based on available data for June 2016
through June 2017) when calculating message traffic for equity market
makers; (5) decrease the number of tiers for Industry Members (other
than the Execution Venue ATSs) from nine to seven; (6) change the
allocation of CAT costs between Equity Execution Venues and Options
Execution Venues from 75%/25% to 67%/33%; (7) adjust tier percentages
and recovery allocations for Equity Execution Venues, Options Execution
Venues and Industry Members (other than Execution Venue ATSs); (8)
focus the comparability of CAT Fees on the individual entity level,
rather than primarily on the comparability of affiliated entities; (9)
commence invoicing of CAT Reporters as promptly as possible following
the latest of the operative date of the Consolidated Audit Trail
Funding Fees for each of the Participants and the operative date of the
CAT NMS Plan amendment adopting CAT Fees for Participants; and (10)
require the proposed fees to automatically expire two years from the
operative date of the CAT NMS Plan amendment adopting CAT Fees for
Participants. On November 8, 2017, the Exchange filed the First
Amendment and proposed to amend the Original Proposal to reflect these
changes.
The Exchange submits this Second Amendment to revise the proposal
as set forth in the First Amendment to discount the OTC Equity
Securities market share of all Execution Venue ATSs trading OTC Equity
Securities, rather than applying the discount solely to those Execution
Venue ATSs that exclusively trade OTC Equity Securities, when
calculating the market share of Execution Venue ATS trading OTC Equity
Securities. As discussed in the First Amendment:

The Operating Committee determined to discount the market share
of Execution Venue ATSs exclusively trading OTC Equity Securities as
well as the market share of the FINRA ORF in recognition of the
different trading characteristics of the OTC Equity Securities
market as compared to the market in NMS Stocks. Many OTC Equity
Securities are priced at less than one dollar--and a significant
number at less than one penny--per share and low-priced shares tend
to trade in larger quantities. Accordingly, a disproportionately
large number of shares are involved in transactions involving OTC
Equity Securities versus NMS Stocks. Because the proposed fee tiers
are based on market share calculated by share volume, Execution
Venue ATSs exclusively trading OTC Equity Securities and FINRA would
likely be subject to higher tiers than their operations may
warrant.\26\
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\26\ See SR-PEARL-2017-20 Amendment No. 1 filed November 7,
2017.

The Operating Committee believes that this argument applies equally
to both Execution Venue ATSs exclusively trading OTC Equity Securities
and to Execution Venue ATSs that trade OTC Equity Securities as well as
other securities. Accordingly, the Exchange proposes to amend paragraph
(b)(2) of the Consolidated Audit Trail Funding Fees to apply the
discount to all Execution Venue ATSs trading OTC Equity Securities.
Specifically, the Exchange proposes to change the parenthetical
regarding the OTC Equity Securities discount in paragraph (b)(2) of the
proposed fee schedule from ``with a discount for Equity ATSs
exclusively trading OTC Equity Securities based on the average shares
per trade ratio between NMS Stocks and OTC Equity Securities'' to
``with a discount for OTC Equity Securities market share of Equity ATSs
trading OTC Equity Securities based on the average shares per trade
ratio between NMS Stocks and OTC Equity Securities.''
2. Statutory Basis
The Exchange believes that its proposal to amend its Fee Schedule
is consistent with the provisions of Section 6(b)(5) of the Act,\27\
which require, among other things, that Exchange rules must be designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, and, in general, to protect
investors and the public interest, and not designed to permit unfair
discrimination between customers, issuers, brokers and dealers, and
Section 6(b)(4) of the Act,\28\ which requires that Exchange rules
provide for the equitable allocation of reasonable dues, fees, and
other charges among its members and issuers and other persons using its
facilities. The Exchange believes that the proposed rule change is
consistent with the Act, and that the proposed fees are reasonable,
equitably allocated and not unfairly discriminatory. In particular, the
Exchange believes that the proposed rule change would treat all Equity
ATSs trading OTC Equity Securities in a comparable manner when
calculating applicable fees. In addition, the fee structure takes into
consideration distinctions in securities trading operations of CAT
Reporters, including all ATSs trading OTC Equity Securities.
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\27\ 15 U.S.C. 78f(b)(5).
\28\ 15 U.S.C. 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition

Section 6(b)(8) of the Act \29\ requires that Exchange rules not
impose any burden on competition that is not necessary or appropriate.
The Exchange does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. As previously described, the
Exchange believes that the proposed rule change fairly and equitably
allocates costs among CAT Reporters. In particular, the proposed fee
schedule is structured to impose comparable fees on similarly situated
CAT Reporters. The Exchange believes that the proposed change would
treat all Equity ATSs trading OTC Equity Securities in a comparable
manner when calculating applicable fees. In addition, the fee structure
takes into consideration distinctions in securities trading operations
of CAT Reporters, including all ATSs trading OTC Equity Securities.
Moreover, the Operating Committee believes that the proposed change
addresses certain competitive concerns raised by commenters related to
ATSs trading OTC Equity Securities.
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\29\ 15 U.S.C. 78f(b)(8).
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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. Solicitation of Comments

Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposal, as
amended by Amendment No. 1 and Amendment No. 2, is consistent with the
Act. Comments may be submitted by any of the following methods:

Electronic Comments

Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-PEARL-2017-20 on the subject line.

[[Page 59844]]

Paper Comments

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-PEARL-2017-20. 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 (http://www.sec.gov/rules/sro.shtml).
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-PEARL-2017-20, and should be submitted
on or before January 5, 2018.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\30\
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\30\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-27015 Filed 12-14-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices 59841

III. Solicitation of Comments For the Commission, by the Division of comments from the Participants.5 On
Trading and Markets, pursuant to delegated June 30, 2017, the Commission
Interested persons are invited to authority.30 temporarily suspended and initiated
submit written data, views and Robert W. Errett, proceedings to determine whether to
arguments concerning the foregoing, Deputy Secretary. approve or disapprove the proposed
including whether the proposal, as [FR Doc. 2017–27023 Filed 12–14–17; 8:45 am] rule change.6 The Commission
amended by Amendment No. 1 and BILLING CODE 8011–01–P thereafter received seven comment
Amendment No. 2, is consistent with letters,7 and a response to comments
the Act. Comments may be submitted by from the Participants.8 On November 7,
any of the following methods: SECURITIES AND EXCHANGE 2017, the Exchange filed Amendment
COMMISSION No. 1 to the proposed rule change.9 On
Electronic Comments
[Release No. 34–82255; File No. SR– November 9, 2017, the Commission
• Use the Commission’s internet PEARL–2017–20] extended the time period within which
comment form (http://www.sec.gov/
rules/sro.shtml); or Self-Regulatory Organizations; MIAX Commission (dated June 23, 2017), available at:
PEARL LLC; Notice of Filing of https://www.sec.gov/comments/sr-finra-2017-011/
• Send an email to rule-comments@ finra2017011-1822454-154283.pdf; and Letter from
sec.gov. Please include File Number SR– Amendment No. 2 to a Proposed Rule Suzanne H. Shatto, Investor, to Commission (dated
NYSEMKT–2017–26 on the subject line. Change To Amend the Fee Schedule June 27, 2017), available at: https://www.sec.gov/
comments/sr-batsedgx-2017-22/batsedgx201722-
December 11, 2017. 154443.pdf. The Commission also received a
Paper Comments
On May 1, 2017, MIAX PEARL, LLC comment letter which is not pertinent to these
• Send paper comments in triplicate (‘‘MIAX PEARL’’ or ‘‘Exchange’’) filed proposed rule changes. See Letter from Christina
Crouch, Smart Ltd., to Brent J. Fields, Secretary,
to Brent J. Fields, Secretary, Securities with the Securities and Exchange Commission (dated June 5, 2017), available at:
and Exchange Commission, 100 F Street Commission (‘‘Commission’’), pursuant https://www.sec.gov/comments/sr-batsbzx-2017-38/
NE, Washington, DC 20549–1090. to Section 19(b)(1) of the Securities batsbzx201738-1785545-153152.htm.
Exchange Act of 1934 (‘‘Act’’) 1 and Rule 5 See Letter from CAT NMS Plan Participants to
All submissions should refer to File 19b–4 thereunder,2 a proposed rule Brent J. Fields, Secretary, Commission (dated June
Number SR–NYSEMKT–2017–26. This change to adopt a fee schedule to 29, 2017), available at: https://www.sec.gov/
file number should be included on the comments/sr-batsbyx-2017-11/batsbyx201711-
establish the fees for Industry Members 1832632-154584.pdf.
subject line if email is used. To help the related to the National Market System 6 See Securities Exchange Act Release No. 81067
Commission process and review your Plan Governing the Consolidated Audit (June 30, 2017), 82 FR 31656 (July 7, 2017).
comments more efficiently, please use Trail (‘‘CAT NMS Plan’’). The proposed 7 See Letter from W. Hardy Callcott, Partner,

only one method. The Commission will rule change was published in the Sidley Austin LLP, to Brent J. Fields, Secretary,
post all comments on the Commission’s Commission (dated July 27, 2017), available at:
Federal Register for comment on May https://www.sec.gov/comments/sr-batsbyx-2017-11/
internet website (http://www.sec.gov/ 19, 2017.3 The Commission received batsbyx201711-2148338-157737.pdf; Letter from
rules/sro.shtml). Copies of the seven comment letters on the proposed Kevin Coleman, General Counsel and Chief
submission, all subsequent rule change,4 and a response to Compliance Officer, Belvedere Trading LLC, to
amendments, all written statements Brent J. Fields, Secretary, Commission (dated July
28, 2017), available at: https://www.sec.gov/
with respect to the proposed rule 1 15 U.S.C. 78s(b)(1). comments/sr-batsbyx-2017-11/batsbyx201711-
change that are filed with the 2 17 CFR 240.19b–4. 2148360-157740.pdf; Letter from Joanna Mallers,
Commission, and all written 3 See Securities Exchange Act Release No. 80676 Secretary, FIA Principal Traders Group, to Brent J.
communications relating to the (May 15, 2017), 82 FR 23083 (May 19, 2017) Fields, Secretary, Commission (dated July 28, 2017),
(‘‘Original Proposal’’). available at: https://www.sec.gov/comments/sr-
proposed rule change between the 4 Since the CAT NMS Plan Participants’ proposed batsbyx-2017-11/batsbyx201711-2151228-
Commission and any person, other than rule changes to adopt fees to be charged to Industry 157745.pdf; Letter from Theodore R. Lazo,
those that may be withheld from the Members to fund the consolidated audit trail are Managing Director and Associate General Counsel,
public in accordance with the substantively identical, the Commission is SIFMA, to Brent J. Fields, Secretary, Commission
considering all comments received on the proposed (dated July 28, 2017), available at: https://
provisions of 5 U.S.C. 552, will be www.sec.gov/comments/sr-batsbyx-2017-11/
rule changes regardless of the comment file to
available for website viewing and which they were submitted. See text accompanying batsbyx201711-2150977-157744.pdf; Letter from
printing in the Commission’s Public note 13 infra, for a list of the CAT NMS Plan Stuart J. Kaswell, Executive Vice President and
Reference Room, 100 F Street NE, Participants. See Letter from Theodore R. Lazo, Managing Director, General Counsel, Managed
Managing Director and Associate General Counsel, Funds Association, to Brent J. Fields, Secretary,
Washington, DC 20549 on official Commission (dated July 28, 2017), available at:
Securities Industry and Financial Markets
business days between the hours of Association, to Brent J. Fields, Secretary, https://www.sec.gov/comments/sr-batsbyx-2017-11/
10:00 a.m. and 3:00 p.m. Copies of the Commission (dated June 6, 2017), available at: batsbyx201711-2150818-157743.pdf; Letter from
filing also will be available for https://www.sec.gov/comments/sr-batsbzx-2017-38/ John Kinahan, Chief Executive Officer, Group One
batsbzx201738-1788188-153228.pdf; Letter from Trading, L.P., to Brent J. Fields, Secretary,
inspection and copying at the principal Commission (dated August 10, 2017), available at:
Patricia L. Cerny and Steven O’Malley, Compliance
office of the Exchange. All comments Consultants, to Brent J. Fields, Secretary, https://www.sec.gov/comments/sr-finra-2017-011/
received will be posted without change. Commission (dated June 12, 2017), available at: finra2017011-2214568-160619.pdf; Letter from
Persons submitting comments are https://www.sec.gov/comments/sr-cboe-2017-040/ Joseph Molluso, Executive Vice President and CFO,
cboe2017040-1799253-153675.pdf; Letter from Virtu Financial, to Brent J. Fields, Commission
cautioned that we do not redact or edit (dated August 18, 2017), available at: https://
Daniel Zinn, General Counsel, OTC Markets Group
personal identifying information from Inc., to Eduardo A. Aleman, Assistant Secretary, www.sec.gov/comments/sr-finra-2017-011/
comment submissions. You should Commission (dated June 13, 2017), available at: finra2017011-2238648-160830.pdf.
8 See Letter from Michael Simon, Chair, CAT
submit only information that you wish https://www.sec.gov/comments/sr-finra-2017-011/
sradovich on DSK3GMQ082PROD with NOTICES

finra2017011-1801717-153703.pdf; Letter from NMS Plan Operating Committee, to Brent J. Fields,
to make available publicly. All Commission, Secretary (dated November 2, 2017),
Joanna Mallers, Secretary, FIA Principal Traders
submissions should refer to File Group, to Brent J. Fields, Secretary, Commission available at https://www.sec.gov/comments/sr-
Number SR–NYSEMKT–2017–26 and (dated June 22, 2017), available at: https:// batsbyx-2017-11/batsbyx201711-2674608-
should be submitted on or before www.sec.gov/comments/sr-cboe-2017-040/ 161412.pdf.
cboe2017040-1819670-154195.pdf; Letter from 9 Amendment No. 1 to the proposed rule change
January 5, 2018.
Stuart J. Kaswell, Executive Vice President and replaced and superseded the Original Proposal in
Managing Director, General Counsel, Managed its entirety. See Securities Exchange Act Release
30 17 CFR 200.30–3(a)(12). Funds Association, to Brent J. Fields, Secretary, No. 82254 (December 11, 2017).

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59844 Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices

Paper Comments SECURITIES AND EXCHANGE and a response to comments from the
COMMISSION Participants.5 On June 30, 2017, the
• Send paper comments in triplicate Commission temporarily suspended and
to Secretary, Securities and Exchange [Release No. 34–82287; File No. SR–MRX–
2017–04]
initiated proceedings to determine
Commission, 100 F Street NE, whether to approve or disapprove the
Washington, DC 20549–1090. Self-Regulatory Organizations; Nasdaq proposed rule change.6 The Commission
All submissions should refer to File MRX, LLC; Notice of Filing of thereafter received seven comment
Amendment No. 2 to a Proposed Rule letters,7 and a response to comments
Number SR–PEARL–2017–20. This file
Change To Adopt Rule 7004 and from the Participants.8 On November 6,
number should be included on the
Chapter XV, Section 11 2017, the Exchange filed Amendment
subject line if email is used. To help the No. 1 to the proposed rule change.9 On
Commission process and review your December 11, 2017 November 9, 2017, the Commission
comments more efficiently, please use On May 12, 2017, Nasdaq MRX, LLC extended the time period within which
only one method. The Commission will (‘‘MRX’’ or ‘‘Exchange’’) filed with the to approve the proposed rule change or
post all comments on the Commission’s Securities and Exchange Commission disapprove the proposed rule change to
internet website (http://www.sec.gov/ (‘‘Commission’’), pursuant to Section January 14, 2018.10 On December 6,
rules/sro.shtml). Copies of the 19(b)(1) of the Securities Exchange Act 2017, the Exchange filed Amendment
submission, all subsequent of 1934 (‘‘Act’’) 1 and Rule 19b–4 No. 2 to the proposed rule change, as
amendments, all written statements thereunder,2 a proposed rule change to
with respect to the proposed rule adopt a fee schedule to establish the fees https://www.sec.gov/comments/sr-batsbzx-2017–38/
change that are filed with the for Industry Members related to the batsbzx201738–1785545–153152.htm.
5 See Letter from CAT NMS Plan Participants to
Commission, and all written National Market System Plan Governing
Brent J. Fields, Secretary, Commission (dated June
communications relating to the the Consolidated Audit Trail (‘‘CAT 29, 2017), available at: https://www.sec.gov/
proposed rule change between the NMS Plan’’). The proposed rule change comments/sr-batsbyx-2017–11/batsbyx201711–
Commission and any person, other than was published in the Federal Register 1832632–154584.pdf.
for comment on May 24, 2017.3 The 6 See Securities Exchange Act Release No. 81067
those that may be withheld from the (June 30, 2017), 82 FR 31656 (July 7, 2017).
Commission received seven comment
public in accordance with the 7 See Letter from W. Hardy Callcott, Partner,
letters on the proposed rule change,4 Sidley Austin LLP, to Brent J. Fields, Secretary,
provisions of 5 U.S.C. 552, will be
Commission (dated July 27, 2017), available at:
available for website viewing and 1 15 U.S.C. 78s(b)(1). https://www.sec.gov/comments/sr-batsbyx-2017-11/
printing in the Commission’s Public 2 17 CFR 240.19b–4. batsbyx201711-2148338-157737.pdf; Letter from
Reference Room, 100 F Street NE, 3 See Securities Exchange Act Release No. 80726 Kevin Coleman, General Counsel and Chief
(May 18, 2017), 82 FR 23915 (May 24, 2017) Compliance Officer, Belvedere Trading LLC, to
Washington, DC 20549, on official Brent J. Fields, Secretary, Commission (dated July
(‘‘Original Proposal’’).
business days between the hours of 4 Since the CAT NMS Plan Participants’ proposed 28, 2017), available at: https://www.sec.gov/
10:00 a.m. and 3:00 p.m. Copies of the rule changes to adopt fees to be charged to Industry comments/sr-batsbyx-2017-11/batsbyx201711-
2148360-157740.pdf; Letter from Joanna Mallers,
filing also will be available for Members to fund the consolidated audit trail are
Secretary, FIA Principal Traders Group, to Brent J.
inspection and copying at the principal substantively identical, the Commission is
considering all comments received on the proposed Fields, Secretary, Commission (dated July 28, 2017),
office of the Exchange. All comments rule changes regardless of the comment file to available at: https://www.sec.gov/comments/sr-
received will be posted without change. which they were submitted. See text accompanying batsbyx-2017-11/batsbyx201711-2151228-
notes 13–16 infra, for a list of the CAT NMS Plan 157745.pdf; Letter from Theodore R. Lazo,
Persons submitting comments are Managing Director and Associate General Counsel,
Participants. See Letter from Theodore R. Lazo,
cautioned that we do not redact or edit Managing Director and Associate General Counsel, SIFMA, to Brent J. Fields, Secretary, Commission
personal identifying information from Securities Industry and Financial Markets (dated July 28, 2017), available at: https://
www.sec.gov/comments/sr-batsbyx-2017-11/
comment submissions. You should Association, to Brent J. Fields, Secretary,
batsbyx201711-2150977-157744.pdf; Letter from
Commission (dated June 6, 2017), available at:
submit only information that you wish https://www.sec.gov/comments/sr-batsbzx-2017-38/ Stuart J. Kaswell, Executive Vice President and
to make available publicly. All batsbzx201738-1788188-153228.pdf; Letter from Managing Director, General Counsel, Managed
Funds Association, to Brent J. Fields, Secretary,
submissions should refer to File Patricia L. Cerny and Steven O’Malley, Compliance
Commission (dated July 28, 2017), available at:
Number SR–PEARL–2017–20, and Consultants, to Brent J. Fields, Secretary,
Commission (dated June 12, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/
should be submitted on or before https://www.sec.gov/comments/sr-cboe-2017-040/ batsbyx201711-2150818-157743.pdf; Letter from
January 5, 2018. cboe2017040-1799253-153675.pdf; Letter from John Kinahan, Chief Executive Officer, Group One
Daniel Zinn, General Counsel, OTC Markets Group Trading, L.P., to Brent J. Fields, Secretary,
For the Commission, by the Division of Inc., to Eduardo A. Aleman, Assistant Secretary, Commission (dated August 10, 2017), available at:
Trading and Markets, pursuant to delegated Commission (dated June 13, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/
https://www.sec.gov/comments/sr-finra-2017-011/ finra2017011-2214568-160619.pdf; Letter from
authority.30 Joseph Molluso, Executive Vice President and CFO,
finra2017011-1801717-153703.pdf; Letter from
Robert W. Errett, Joanna Mallers, Secretary, FIA Principal Traders Virtu Financial, to Brent J. Fields, Commission
(dated August 18, 2017), available at: https://
Deputy Secretary. Group, to Brent J. Fields, Secretary, Commission
(dated June 22, 2017), available at: https:// www.sec.gov/comments/sr-finra-2017-011/
[FR Doc. 2017–27015 Filed 12–14–17; 8:45 am] finra2017011-2238648-160830.pdf.
www.sec.gov/comments/sr-cboe-2017-040/
8 See Letter from Michael Simon, Chair, CAT
BILLING CODE 8011–01–P cboe2017040-1819670-154195.pdf; Letter from
Stuart J. Kaswell, Executive Vice President and NMS Plan Operating Committee, to Brent J. Fields,
Managing Director, General Counsel, Managed Commission, Secretary (dated November 2, 2017),
Funds Association, to Brent J. Fields, Secretary, available at https://www.sec.gov/comments/sr-
Commission (dated June 23, 2017), available at: batsbyx-2017-11/batsbyx201711-2674608-
https://www.sec.gov/comments/sr-finra-2017-011/ 161412.pdf.
sradovich on DSK3GMQ082PROD with NOTICES

9 Amendment No. 1 to the proposed rule change
finra2017011-1822454-154283.pdf; and Letter from
Suzanne H. Shatto, Investor, to Commission (dated replaced and superseded the Original Proposal in
June 27, 2017), available at: https://www.sec.gov/ its entirety. Amendment No. 1 is available on the
comments/sr-batsedgx-2017-22/batsedgx201722- Commission’s website for MRX at: https://
154443.pdf. The Commission also received a www.sec.gov/comments/sr-mrx-2017-04/
comment letter which is not pertinent to these mrx201704-2669635-161443.pdf.
proposed rule changes. See Letter from Christina 10 See Securities Exchange Act Release No. 82049

Crouch, Smart Ltd., to Brent J. Fields, Secretary, (November 9, 2017), 82 FR 53549 (November 16,
30 17 CFR 200.30–3(a)(12). Commission (dated June 5, 2017), available at: 2017).

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Document Created: 2017-12-15 03:37:35
Document Modified: 2017-12-15 03:37:35

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		82 FR 59841