[Federal Register Volume 86, Number 107 (Monday, June 7, 2021)]
[Notices]
[Pages 30337-30341]
[FR Doc No: 2021-11798]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92082; File No. SR-PEARL-2021-25]

Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend Rule
531, Reports and Market Data Products, To Adopt the Liquidity Taker
Event Report for Options Trading

June 1, 2021.
    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 May 19, 2021, MIAX PEARL, LLC (``MIAX Pearl'' or ``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') 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 on the proposed rule change from interested
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.

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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a proposal to provide for the new
``Liquidity Taker Event Report''.
    The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX
Pearl's principal office, and at the Commission's Public Reference
Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Exchange Rule 531(a) to provide for
the new ``Liquidity Taker Event Report'' (the ``Report''). The proposed
Report is identical to that previously adopted by the Exchange's
affiliate, MIAX Emerald, LLC (``MIAX Emerald''), and approved by the
Securities and Exchange Commission (``Commission'').\3\ The proposed
Report would only be available for options trading on the Exchange.
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    \3\ See Securities Exchange Act Release No. 91787 (May 6, 2021),
85 FR 26111 (May 12, 2021) (SR-EMERALD-2021-09) (Order Approving
Proposed Rule Change to Adopt Exchange Rule 531(a), Reports, to
Provide for a New ``Liquidity Taker Event Report'').
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    The Report is an optional product \4\ available to Members.\5\
Currently, the Exchange provides real-time prices and analytics in the
marketplace. The Exchange believes the additional data points from the
matching engine outlined below may help Members gain a better
understanding about their interactions with the Exchange. The Exchange
believes the Report will provide Members with an opportunity to learn
more about better opportunities to access liquidity and receive better
execution rates. The proposed Report will increase transparency and
democratize information so that all firms that subscribe to the Report
have access to the same information on an equal basis, even for firms
that do not have the appropriate resources to generate a similar report
regarding interactions with the Exchange. None of the components of the
proposed Report include real-time market data.
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    \4\ The Exchange intends to submit a separate filing with the
Commission pursuant to Section 19(b)(1) to propose fees for the
Liquidity Taker Event Report.
    \5\ The term ``Member'' means an individual or organization
approved to exercise the trading rights associated with a Trading
Permit. Members are deemed ``members'' under the Exchange Act. See
Exchange Rule 100.
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    Members generally would use a liquidity accessing order if there is
a high probability that it will execute against an order resting on the
Exchange's Book.\6\ The proposed Report would identify by how much time
an order that may have been marketable missed an execution. The
proposed Report will provide greater visibility into the missed trading
execution, which will allow Members to optimize their models and
trading patterns to yield better execution results.
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    \6\ The term ``Book'' means the electronic book of buy and sell
orders and quotes maintained by the System. See Exchange Rule 100.
The term ``System'' means the automated trading system used by the
Exchange for the trading of securities. See id.
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    The proposed Report will be a Member-specific report and will help
Members to better understand by how much time a particular order missed
executing against a specific resting order, thus allowing that Member
to determine whether it wants to invest in the necessary resources and
technology to mitigate missed executions against certain resting orders
on the Exchange's Book. For example, Member A submits an order that is
posted to the Book and then Member B enters a marketable order to
execute against Member A's resting order. Immediately thereafter,
Member C sends a marketable order to execute against Member A's resting
Order. Because Member B's order is received by the Exchange before
Member C's order, Member B's order executes against Member A's resting
order. The proposed Report would provide Member C the data points
necessary for that firm to calculate by how much time they missed
executing against Member A's resting order. The Exchange proposes to
provide the Report on a T+1 basis. As further described below, the
Report will be specific and tailored to the Member that is subscribed
to the Report and any data included in the Report that relates to a
Member other than the Member receiving the Report will be anonymized.
    The Exchange proposes to provide the Report in response to Member
demand for data concerning the timeliness of their incoming orders and
executions against resting orders. Members have periodically requested
from the Exchange's trading operations personnel information concerning
the timeliness of their incoming orders and efficacy of their attempts
to execute against resting liquidity on the Exchange's Book. The
purpose of the Report is to provide Members the necessary data in a
standardized format on a T+1 basis to those that subscribe to the
Report on an equal basis.
    Proposed Exchange Rule 531(a) would provide that the Report is a
daily report that provides a Member (``Recipient Member'') with its
liquidity response time details for executions of an order resting on
the Book, where that Recipient Member attempted to execute against such
resting order within a certain timeframe.
Report Content
    Paragraph (a)(1) of Rule 531 would describe the content of the
Report and delineate which information would be provided regarding the
resting order,\7\ the response that successfully executed against the
resting order, and the response submitted by the Recipient Member that
missed executing against the resting order. It is important to note
that the content of the Report will be specific to the Recipient Member
and the Report will not include any information related to any Member
other than the Recipient Member. The Exchange will restrict all other
market participants, including the Recipient Member, from receiving
another market participant's data.
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    \7\ Only displayed orders will be included in the Report. The
Exchange notes that it does not currently offer any non-displayed
orders types on its options trading platform.
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    Resting Order Information. Rule 531(a)(1)(i) would provide that the
following information would be included in the Report regarding the
resting order: (A) The time the resting order was received by the
Exchange; \8\ (B) symbol; (C) order reference number, which is a unique
reference number assigned to a new order at the time of receipt; (D)
whether the Recipient Member is an Affiliate \9\ of the Member

that entered the resting order; \10\ (E) origin type (e.g., Priority
Customer,\11\ Market Maker \12\); (F) side (buy or sell); and (G)
displayed price and size of the resting order.\13\
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    \8\ The time the Exchange received the resting order would be in
nanoseconds and is the time the resting order was received by the
Exchange's System.
    \9\ The term ``affiliate'' of or person ``affiliated with''
another person means a person who, directly, or indirectly,
controls, is controlled by, or is under common control with, such
other person. See Exchange Rule 100.
    \10\ The Report will simply indicate whether the Recipient
Member is an Affiliate of the Member that entered the resting order
and not include any other information that may indicate the identity
of the Member that entered the resting order.
    \11\ The term ``Priority Customer'' means a person or entity
that (i) is not a broker or dealer in securities, and (ii) does not
place more than 390 orders in listed options per day on average
during a calendar month for its own beneficial account(s). The
number of orders shall be counted in accordance with Interpretation
and Policy .01 to Exchange Rule 100. See Exchange Rule 100.
    \12\ The term ``Market Maker'' refers to ``Lead Market Makers'',
``Primary Lead Market Makers'' and ``Registered Market Makers''
collectively. See Exchange Rule 100.
    \13\ The Exchange notes that the displayed price and size are
also disseminated via the Exchange's proprietary data feeds and the
Options Price Reporting Authority (``OPRA''). The Exchange also
notes that the displayed price of the resting order may be different
than the ultimate execution price. This may occur when a resting
order is displayed and ranked at different prices upon entry to
avoid a locked or crossed market.
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    Execution Information. Rule 531(a)(1)(ii) would provide that the
following information would be included in the Report regarding the
execution of the resting order: (A) The PBBO \14\ at the time of
execution; \15\ (B) the ABBO \16\ at the time of execution; \17\ (C)
the time first response that executes against the resting order was
received by the Exchange and the size of the execution and type of the
response; \18\ (D) the time difference between the time the resting
order was received by the Exchange and the time the first response that
executes against the resting order was received by the Exchange; \19\
and (E) whether the response was entered by the Recipient Member. If
the resting order executes against multiple contra-side responses, only
the PBBO and ABBO at the time of the execution against the first
response will be included.
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    \14\ The term ``PBBO'' means the best bid or offer on the
Exchange. See Exchange Rule 100.
    \15\ Exchange Rule 531(a)(1)(ii)(A) would further provide that
if the resting order executes against multiple contra-side
responses, only the PBBO at the time of the execution against the
first response will be included.
    \16\ The term ``ABBO'' or ``Away Best Bid or Offer'' means the
best bid(s) or offer(s) disseminated by other Eligible Exchanges
(defined in Exchange Rule 1400(g)) and calculated by the Exchange
based on market information received by the Exchange from OPRA. See
Exchange Rule 100.
    \17\ Exchange Rule 531(a)(1)(ii)(B) would further provide that
if the resting order executes against multiple contra-side
responses, only the ABBO at the time of the execution against the
first response will be included.
    \18\ The time the Exchange received the response order would be
in nanoseconds and would be the time the response was received by
the Exchange's network, which is before the time the response would
be received by the System.
    \19\ The time difference would be provided in nanoseconds.
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    Recipient Member's Response Information. Rule 531(a)(1)(iii) would
provide that the following information would be included in the Report
regarding response(s) sent by the Recipient Member: (A) Recipient
Member identifier; (B) the time difference between the time the first
response that executes against the resting order was received by the
Exchange and the time of each response sent by the Recipient Member,
regardless of whether it executed or not; \20\ (C) size and type of
each response submitted by Recipient Member; and (D) response reference
number, which is a unique reference number attached to the response by
the Recipient Member.
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    \20\ For purposes of calculating this duration of time, the
Exchange will use the time the resting order and the Recipient
Member's response(s) is received by the Exchange's network, both of
which would be before the order and response(s) would be received by
the System. This time difference would be provided in nanoseconds.
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Timeframe for Data Included in Report
    Paragraph (a)(2) of Rule 531 would provide that the Report would
include the data set forth under Rule 531(a)(1) described above for
executions and contra-side responses that occurred within 200
microseconds of the time the resting order was received by the
Exchange.
Scope of Data Included in the Report
    Paragraph (a)(3) of Rule 531 would provide that the Report will
only include trading data related to the Recipient Member and, subject
to the proposed paragraph (4) of Rule 531(a) described below, will not
include any other Member's trading data other than that listed in
paragraphs (1)(i) and (ii) of Exchange Rule 531(a) described above.
Historical Data
    Paragraph (a)(4) of Rule 531 would specify that the Report will
contain historical data from the prior trading day and will be
available after the end of the trading day, generally on a T+1 basis.
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.\21\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \22\ 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.
This proposal is in keeping with those principles in that it promotes
increased transparency through the dissemination of the optional Report
to those interested in subscribing to receive the data. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \23\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. The proposed Report is also identical to a report
previously adopted by the Exchange's affiliate, MIAX Emerald, and
approved by the Commission.\24\ Therefore, the proposed rule change
does not present any new or novel issues not previously considered by
the Commission.
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    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78f(b)(5).
    \23\ Id.
    \24\ See supra note 3.
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    The Exchange believes the proposed Report will serve to promote
just and equitable principles of trade, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general protect investors and the public interest
because it will benefit investors by facilitating their prompt access
to the value added information that is included in the proposed Report.
The Report will allow Members to access information regarding their
trading activity that they may utilize to evaluate their own trading
behavior and order interactions.
    The proposed Report is designed for Members that are interested in
gaining insight into latency in connection with orders that failed to
execute against an order resting on the Exchange's Book by providing
those Members data to analyze by how much time their order may have
missed an execution against a contra-side order resting on the Book.
The Exchange believes that providing this optional latency data to
interested Members is consistent with facilitating transactions in
securities, removing impediments to and perfecting the mechanism of a
free and open market and a national market system, and, in general,
protecting investors and the public interest because it provides

greater visibility into the latency of Members' incoming orders.
Members may use this data to optimize their models and trading patterns
in an effort to yield better execution results by calculating by how
much time their order may have missed an execution.
    As discussed above, the Exchange currently fields ad hoc requests
from Members for information regarding the timeliness of their attempts
to execute against resting options liquidity on the Exchange's Book.
The proposal is designed to offer this type of latency information in a
systematized way and standardized format to any Member that chooses to
subscribe to the Report. As a result, the proposal will make latency
information for liquidity-seeking orders available in a more equalized
manner and will increase transparency, particularly for Recipient
Members that may not have the expertise to generate the same
information on their own. The proposed Report may better enable
Recipient Members to increase the fill rates for their liquidity-
seeking orders. At the same time, as is also discussed above, the
Report is designed to prevent a Recipient Member from learning other
Members' sensitive trading information. The Report would not be a real-
time market data product, as it would provide only historical trading
data for the previous trading day, generally on a T+1 basis. In
addition, the data in the Report regarding incoming orders that failed
to execute would be specific to the Recipient Member's orders, and
other information in the proposed Report regarding resting orders and
executions would be anonymized if it relates to a Member other than the
Recipient Member.
    The Report generally contains three buckets of information. The
first two buckets include information about the resting order and the
execution of the resting order. This information is generally available
from other public sources, such as OPRA and the Exchange's proprietary
data feeds, or is similar to information included in a report offered
by another exchange. For example, OPRA provides bids, offers, and
consolidated last sale and quotation information for options trading on
all national securities exchanges, including the Exchange. In addition,
the Exchange offers the Top of Market (``ToM'') feed which provides
real-time quote and last sale information for all displayed orders on
the Book.\25\
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    \25\ See Section 6)a) of the Exchange's fee schedule.
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    Specifically, the first bucket of information contained in the
Report for the resting order includes the time the resting order was
received by the Exchange, the symbol, unique reference number assigned
at the time of receipt, side (buy or sell), and the displayed price and
size of the resting order. Further, the symbol, origin type, side (buy
or sell), and displayed price and size are also available either via
OPRA or the Exchange's proprietary data feeds. The first bucket of
information also indicates whether the Recipient Member is an Affiliate
of the Member that entered the resting order. This data field will not
indicate the identity of the Member that entered the resting order and
would simply allow the Recipient Member to better understand the
scenarios in which it may execute against the orders of its
Affiliates.\26\
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    \26\ The Exchange's surveils to monitor for abhorrent behavior
related to internalized trades and identify potential wash sales.
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    The second bucket of information contained in the Report regards
the execution of the resting order and includes the PBBO and ABBO at
the time of execution. These data points are also available either via
OPRA or the Exchange's proprietary data feeds. The second bucket of
information will also indicate whether the response was entered by the
Recipient Member. This data point is simply provided as a convenience.
If not entered by the Recipient Member, this data point will be left
blank so as not to include any identifying information about other
Member activity. The second bucket of information also includes the
size, time and type of first response that executes against the resting
order; as well as the time difference between the time the resting
order and first response that executes against the resting order are
received by the Exchange. These data points would assist the Recipient
Member in analyzing by how much time their order may have missed an
execution against a contra-side order resting on the Book.
    The third bucket of information is about the Recipient Member's
response(s) and the time their response(s) is received by the Exchange.
This includes the time difference between the time the first response
that executes against the resting order was received by the Exchange
and the time of each response sent by the Recipient Member, regardless
of whether it executed or not. As above, this data point would assist
the Recipient Member in analyzing by how much time their order may have
missed an execution against a contra-side order resting on the Book.
This bucket would also include the size and type of each response
submitted by the Recipient Member, the Recipient Member identifier, and
a response reference number which is selected by the Recipient Member.
Each of these data points are unique to the Recipient Member and should
already be known by Recipient Member even if not included in the
Report.
    The Exchange proposes to provide the Report on a voluntary basis
and no Member will be required to subscribe to the Report. The Exchange
notes that there is no rule or regulation that requires the Exchange to
produce, or that a Member elect to receive, the Report. It is entirely
a business decision of each Member to subscribe to the Report. The
Exchange proposes to offer the Report as a convenience to Members to
provide them with additional information regarding trading activity on
the Exchange on a delayed basis after the close of regular trading
hours. A Member that chooses to subscribe to the Report may discontinue
receiving the Report at any time if that Member determines that the
information contained in the Report is no longer useful.
    In summary, the proposed Report will help to protect a free and
open market by providing additional data (offered on an optional basis)
to the marketplace and by providing investors with greater choices.\27\
Additionally, the proposal would not permit unfair discrimination
because the proposed Report will be available to all Exchange Members.
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    \27\ See Sec. Indus. Fin. Mkts. Ass'n (SIFMA), Initial Decision
Release No. 1015, 2016 SEC LEXIS 2278 (ALJ June 1, 2016) (finding
the existence of vigorous competition with respect to non-core
market data).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. The
Exchange believes that the proposed Report will enhance competition
\28\ by providing a new option for receiving market data to Members.
The proposed Report will also further enhance competition between
exchanges by allowing the Exchange to expand its product offerings to
include a report similar to that currently offered by the NASDAQ Stock
Market LLC (``NASDAQ'').\29\
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    \28\ Id.
    \29\ See NASDAQ Equity Section 7, Rule 146(a)(2).
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    In this instance, the proposed rule change to offer the optional
Report is in response to Member interest and requests for such
information. The Exchange does not believe the proposed Report will
have an inappropriate

burden on intra-market competition between Recipient Members and other
Members who do not receive the Report. As discussed above, the first
two buckets of information included in the Report contain information
about the resting order and the execution of the resting order, both of
which are generally available to Members that choose not to receive the
Report from other public sources, such as OPRA and the Exchange's
proprietary data feeds. The third bucket of information is about the
Recipient Member's response and the time their response is received by
the Exchange, information which the Recipient Member would be able to
obtain without receiving the Report. Additionally, some Members may
already be able to derive a substantial amount of the same data that is
provided by some of the components based on their own executions and
algorithms.
    In sum, if the proposed Report is unattractive to Members, Members
will opt not to receive it. Accordingly, the Exchange does not believe
that the proposed change will impair the ability of Members or
competing order execution venues to maintain their competitive standing
in the financial markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \30\ and Rule 19b-4(f)(6) thereunder.\31\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) 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, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \32\ and Rule 19b-
4(f)(6) thereunder.\33\
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    \30\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \31\ 17 CFR 240.19b-4(f)(6).
    \32\ 15 U.S.C. 78s(b)(3)(A).
    \33\ 17 CFR 240.19b-4(f)(6). 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 under Rule 19b-4(f)(6) \34\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\35\ the Commission may
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 proposed
rule change may become operative immediately. The Exchange states that
it is prepared to begin offering the Report upon the effectiveness of
this proposed rule change. The Exchange also argues that waiver of the
operative delay would allow the Exchange to provide a product offering
identical to that of its affiliate, MIAX Emerald, as soon as
practicable, which in turn would reduce potential confusion in the near
term about whether the Exchange is offering the same report as its
affiliate offers currently. For these reasons, the Commission believes
that waiver of the 30-day operative delay is consistent with the
protection of investors and the public interest. Accordingly, the
Commission hereby waives the 30-day operative delay and designates the
proposal operative upon filing.\36\
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    \34\ 17 CFR 240.19b-4(f)(6).
    \35\ 17 CFR 240.19b-4(f)(6)(iii).
    \36\ For purposes only of waiving the 30-day operative delay,
the Commission has 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. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.

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

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-PEARL-2021-25 on the subject line.

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-2021-25. 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-2021-25, and should be submitted
on or before June 28, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
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    \37\ 17 CFR 200.30-3(a)(12), (59).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-11798 Filed 6-4-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 227 (Tuesday, November 25, 2014)]
[Notices]
[Pages 70276-70277]
[FR Doc No: 2014-27886]

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 DEPARTMENT OF TRANSPORTATION

National Highway Traffic Safety Administration

Petition for Exemption From the Federal Motor Vehicle Theft
Prevention Standard; Ford Motor Company

AGENCY: National Highway Traffic Safety Administration (NHTSA),
Department of Transportation (DOT).

ACTION: Grant of petition for exemption.

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SUMMARY: This document grants in full the Ford Motor Company's (Ford)
petition for an exemption of the MKX vehicle line in accordance with 49
CFR part 543, Exemption from Vehicle Theft Prevention Standard. This
petition is granted because the agency has determined that the
antitheft device to be placed on the line as standard equipment is
likely to be as effective in reducing and deterring motor vehicle theft
as compliance with the parts-marking requirements of the 49 CFR part
541, Federal Motor Vehicle Theft Prevention Standard (Theft Prevention
Standard). Ford also requested confidential treatment for specific
information in its petition. The agency will address Ford's request for
confidential treatment by separate letter.

DATES: The exemption granted by this notice is effective beginning with
the 2016 model year (MY).

FOR FURTHER INFORMATION CONTACT: Ms. Deborah Mazyck, Office of
International Policy, Fuel Economy and Consumer Programs, NHTSA, W43-
443, 1200 New Jersey Avenue SE., Washington, DC 20590. Ms. Mazyck's
phone number is<PHONE_NUMBER>. Her fax number is<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: In a petition dated August 18, 2014, Ford
requested an exemption from the parts-marking requirements of the Theft
Prevention Standard for the Lincoln MKX vehicle line beginning with MY
2016. The petition requested exemption from parts-marking pursuant to
49 CFR part 543, Exemption from Vehicle Theft Prevention Standard,
based on the installation of an antitheft device as standard equipment
for the entire vehicle line.
    Under 49 CFR 543.5(a), a manufacturer may petition NHTSA to grant
an exemption for one vehicle line per model year. In its petition, Ford
provided a detailed description and diagram of the identity, design,
and location of the components of the antitheft device for the Lincoln
MKX vehicle line. Ford stated that the Model Year (MY) 2016 Lincoln MKX
will be installed with its Intelligent Access with Push button Start
(IAwPB) passive, electronic immobilizer device using encrypted
transponder technology as standard equipment on the entire vehicle
line. Key components of the IAwPB device will include an electronic key
fob, remote function actuator (RFA), body control module (BCM),
powertrain control module (PCM) and a passive immobilizer. Ford further
stated that its Lincoln MKX vehicle line will be offered with a
perimeter alarm system as standard equipment. The perimeter alarm
system activates a visible and audible alarm if unauthorized access is
attempted. Ford's submission is considered a complete petition as
required by 49 CFR 543.7, in that it meets the general requirements
contained in Sec.  543.5 and the specific content requirements of Sec.
543.6.
    Ford stated that the device's integration of the transponder into
the normal operation of the ignition key assures activation of the
system. Ford stated that the start sequence is initiated when the
`StartStop' button is pressed. Specifically, the transceiver module
sends a signal to the keyfob through the RF antenna. The keyfob
responds with a High Frequency (UHF) over the air signal that includes
the keycode, back to the transceiver module. Once the key is validated,
starting of the engine is authorized by sending a separate encrypted
message to the BCM/RFA and then the powertrain control module PCM. Ford
stated that the powertrain will function only if the keycode matches
the unique identification keycode previously programmed into the BCM/
RFA. If the codes do not match, the vehicle will be inoperable. Ford
stated that an electronic key will be programmed into the vehicle
during system initialization performed at the manufacturing plant. Ford
further stated that if the programmed key is not present in the
vehicle, the engine will not start. Ford also pointed out that in
addition to the programmed key, there are two modules that must be
matched together in order to start the vehicle, adding an additional
level of security to both systems. Ford stated that the BCM and the PCM
share security data that, during vehicle assembly, form matched modules
that must be together in order to start the vehicle. Ford further
stated that no owner/operator actions are required to deactivate the
device because it functions automatically each time an engine start
sequence occurs.
    In addressing the specific content requirements of 543.6, Ford
provided information on the reliability and durability of its proposed
device. To ensure reliability and durability of the device, Ford
conducted tests based on its own specified standards. Ford provided a
detailed list of the tests conducted and believes that the device is
reliable and durable since the device complied with its own specified
requirements for each test.
    Ford stated that it's MY 2016 Lincoln MKX vehicle line will also be
equipped with several other standard antitheft features common to Ford
vehicles, (i.e., hood release located inside the vehicle, counterfeit
resistant VIN labels and secondary VINs, cabin accessibility only with
the use of a valid key fob).
    Ford compared the device proposed for its vehicle line with other
devices which NHTSA has determined to be as effective in reducing and
deterring motor vehicle theft as would compliance with the parts-
marking requirements. Ford stated that it believes that the standard
installation of the IAwPB device would be an effective deterrent
against vehicle theft.
    Ford stated that its antitheft device was installed on all MY 1996
Ford Mustang GT and Cobra models and other selected models. Ford stated
that in the 1997 model, its antitheft device was extended to the
complete Ford Mustang vehicle line as standard equipment. Ford also
stated that according to the National Insurance Crime Bureau (NICB)
theft statistics, MY 1997 Mustangs installed with the SecuriLock device
showed a 70% reduction in theft rate compared to the MY 1995 Mustangs.
    Ford stated that starting with MY 2013, the IAwPB was offered as
standard equipment on the Lincoln MKZ. Ford also reported that
beginning with MY 2010, the its antitheft device was installed as
standard equipment on all of its North American Ford, Lincoln and
Mercury vehicles but was offered as optional equipment on its 2010 F-
series Super Duty pickups, Econoline and Transit Connect vehicles. Ford
further stated that beginning with MY 2010, the IAwPB was standard
equipment on the Lincoln MKT vehicles; starting with MY 2011, the
device was offered as standard equipment on the Lincoln MKX and
optionally on the Lincoln MKS, Taurus, Edge, Explorer and the Focus
vehicles and beginning with MY 2013, the device was offered as optional
equipment on the Ford Fusion, C-Max and Escape vehicles.

    Ford stated that the proposed antitheft device is a newer
generation of the system that was offered in MY 2014 Ford Edge vehicle
line. The Ford Edge vehicle line was granted a parts-marking exemption
on January 18, 2013 by NHTSA (See 78 FR 4192) beginning with its MY
2014 vehicles. The agency notes that current theft rate data for MYs
2010 through preliminary 2012 are 0.8783, 0.7824 and 0.7371
respectively for the Ford Edge vehicle line.
    The agency agrees that the device is substantially similar to
devices installed on other vehicle lines for which the agency has
already granted exemptions.
    Pursuant to 49 U.S.C. 33106 and 49 CFR 543.7 (b), the agency grants
a petition for exemption from the parts-marking requirements of part
541 either in whole or in part, if it determines that, based upon
substantial evidence, the standard equipment antitheft device is likely
to be as effective in reducing and deterring motor vehicle theft as
compliance with the parts-marking requirements of part 541. The agency
finds that Ford has provided adequate reasons for its belief that the
antitheft device for the Lincoln MKX vehicle line is likely to be as
effective in reducing and deterring motor vehicle theft as compliance
with the parts-marking requirements of the Theft Prevention Standard
(49 CFR part 541). This conclusion is based on the information Ford
provided about its device.
    Based on the supporting evidence submitted by Ford on the device,
the agency believes that the antitheft device for the Lincoln MKX
vehicle line is likely to be as effective in reducing and deterring
motor vehicle theft as compliance with the parts-marking requirements
of the Theft Prevention Standard (49 CFR part 541). The agency
concludes that the device will provide the five types of performance
listed in Sec.  543.6(a)(3): Promoting activation; attracting attention
to the efforts of unauthorized persons to enter or operate a vehicle by
means other than a key; preventing defeat or circumvention of the
device by unauthorized persons; preventing operation of the vehicle by
unauthorized entrants; and ensuring the reliability and durability of
the device.
    For the foregoing reasons, the agency hereby grants in full Ford's
petition for exemption for the Lincoln MKX vehicle line from the parts-
marking requirements of 49 CFR part 541. The agency notes that 49 CFR
part 541, Appendix A-1, identifies those lines that are exempted from
the Theft Prevention Standard for a given model year. 49 CFR 543.7(f)
contains publication requirements incident to the disposition of all
part 543 petitions. Advanced listing, including the release of future
product nameplates, the beginning model year for which the petition is
granted and a general description of the antitheft device is necessary
in order to notify law enforcement agencies of new vehicle lines
exempted from the parts-marking requirements of the Theft Prevention
Standard.
    If Ford decides not to use the exemption for this line, it must
formally notify the agency. If such a decision is made, the line must
be fully marked according to the requirements under 49 CFR 541.5 and
541.6 (marking of major component parts and replacement parts).
    NHTSA notes that if Ford wishes in the future to modify the device
on which this exemption is based, the company may have to submit a
petition to modify the exemption. Sec.  543.7(d) states that a part 543
exemption applies only to vehicles that belong to a line exempted under
this part and equipped with the antitheft device on which the line's
exemption is based. Further, Sec.  543.9(c)(2) provides for the
submission of petitions ``to modify an exemption to permit the use of
an antitheft device similar to but differing from the one specified in
that exemption.''
    The agency wishes to minimize the administrative burden that part
543.9(c)(2) could place on exempted vehicle manufacturers and itself.
The agency did not intend in drafting Part 543 to require the
submission of a modification petition for every change to the
components or design of an antitheft device. The significance of many
such changes could be de minimis. Therefore, NHTSA suggests that if the
manufacturer contemplates making any changes, the effects of which
might be characterized as de minimis, it should consult the agency
before preparing and submitting a petition to modify.

    Under authority delegated in 49 CFR 1.95.
R. Ryan Posten,
Associate Administrator for Rulemaking.
[FR Doc. 2014-27886 Filed 11-24-14; 8:45 am]
BILLING CODE 4910-59-P


[Federal Register Volume 86, Number 114 (Wednesday, June 16, 2021)]
[Notices]
[Page 32076]
[FR Doc No: 2021-12657]

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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-205; OMB Control No. 3235-0194]

Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736

Extension:
    Rule 24b-1

    Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the existing
collection of information provided for in Rule 24b-1 (17 CFR 240.24b-1)
under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The
Commission plans to submit this existing collection of information to
the Office of Management and Budget (``OMB'') for extension and
approval.
    Rule 24b-1 requires a national securities exchange to keep and make
available for public inspection a copy of its registration statement
and exhibits filed with the Commission, along with any amendments
thereto.
    There are 24 national securities exchanges that spend approximately
one-half hour each per year complying with this rule, for an aggregate
total time burden of approximately 12 hours per year. The staff
estimates that the average cost per respondent is approximately $65.18
per year ($13.97 for copying plus $51.21 for storage), resulting in a
total cost burden for all respondents of approximately $1,564 per year.
    Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information
shall have practical utility; (b) the accuracy of the Commission's
estimates of the burden of the proposed collection of information; (c)
ways to enhance the quality, utility, and clarity of the information
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted in
writing within 60 days of this publication.
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
    Please direct your written comments to: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o
Cynthia Roscoe, 100 F Street NE, Washington, DC 20549, or send an email
to<EMAIL_ADDRESS>
    Dated: June 10, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-12657 Filed 6-15-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: October 21, 2010 (Volume 75, Number 203)]
[Notices]
[Page 65044-65046]
[DOCID:fr21oc10-87]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63110; File No. SR-NASDAQ-2010-107]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval to a Proposed Rule Change To Modify the Eligibility
Criteria for the Second Compliance Period for a Bid Price Deficiency on
the Nasdaq Capital Market

October 14, 2010.

I. Introduction

    On August 25, 2010, The NASDAQ Stock Market LLC (``Nasdaq'') 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
modify the eligibility criteria in order for a listed company to
qualify for the second compliance period for a bid price deficiency on
the Nasdaq Capital Market. The proposed rule change was published for
comment in the Federal Register on September 2, 2010.\3\ The Commission
received no comment letters on the proposal. This order approves the
proposed rule change.
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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. 62782 (August 27,
2010), 75 FR 53994 (``Notice'').
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II. Description of the Proposal

    Nasdaq is proposing, in order for a company to receive a second
compliance period for a bid price deficiency on the Nasdaq Capital
Market (``Capital Market''), to modify the eligibility criteria
concerning market value of publicly held shares. Under the current
Nasdaq rules, when a company has a closing bid price below $1 for 30
consecutive days, it is deemed deficient under Nasdaq's bid price
continued listing standard, and promptly receives written notice that
it has 180 calendar days from such notification to regain
compliance.\4\ Compliance can be achieved by maintaining a minimum $1
closing bid price for ten consecutive days. At the expiration of the
180-day compliance period, a company can receive an additional 180-day
compliance period,\5\ provided it is either already listed on the
Capital Market or transfers to that market and satisfies all of the
Capital Market's

initial listing criteria, except for bid price.\6\
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    \4\ See Nasdaq Rule 5810(c)(3)(A).
    \5\ In its filing, Nasdaq refers to the 180-day compliance
period as a ``grace'' period.
    \6\ See Nasdaq Rule 5810(c)(3)(A)(i)-(ii).
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    Nasdaq has observed that many companies fail to qualify for the
second compliance period because they do not meet the market value of
publicly held shares requirement for initial listing on the Capital
Market. Nasdaq therefore is proposing to ease the requirements for the
second compliance period on the Capital Market by allowing a company to
qualify if it satisfies the lower continued listing requirement for
market value of publicly held shares, thereby enabling more companies
to be eligible for the second compliance period.\7\ The company would
still need to meet all of the other initial listing criteria for
Capital Market other than bid price.\8\
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    \7\ The initial listing requirements for market value of
publicly held shares for common stock on the Capital Market range
from $5 million to $15 million, depending on the listing standard
under which the company qualifies; the continued listing requirement
is $1 million. See Nasdaq Rules 5505(b) and 5555(a)(4).
    \8\ The initial listing standards for the Capital Market are set
forth in Nasdaq Rule 5505 and include an equity standard, market
value of listed securities standard, and a net income standard. See
Nasdaq Rule 5505.
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    Under the proposal, the company will need to notify Nasdaq of its
intent to cure the bid price deficiency. If a company does not indicate
its intent to cure the deficiency, or if it does not appear to Nasdaq
staff that it is possible for the company to cure the deficiency, the
company would not be eligible for the second compliance period under
the Capital Market rules. Under the proposal, a company listed on
Nasdaq's Global or Global Select Markets would be permitted to transfer
to the Capital Market if it meets the applicable market value of
publicly held shares requirement for continued listing and all other
applicable requirements for initial listing on the Capital Market
(except for the bid price requirement), and notifies Nasdaq of its
intent to cure the bid price deficiency.\9\ Once on the Capital Market,
the company would be eligible for the second compliance period on the
Capital Market, unless it does not appear to Nasdaq staff that it is
possible for the Company to cure the deficiency.\10\ In its filing,
Nasdaq noted that under the proposal, while certain companies that do
not currently qualify for the second compliance period could receive an
additional 180 days to comply with the bid price requirement, the
proposed rule change would not extend the overall maximum time of 360
days that is currently available to qualifying companies.
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    \9\ As noted above, Nasdaq Global and Global Select companies
can currently receive the additional 180 day compliance period,
provided they meet all the applicable Capital Market initial
requirements and transfer to that market.
    \10\ According to Nasdaq, once a company transfers to the
Capital Market, Nasdaq would assess whether it is possible for the
company to cure the deficiency. If not, the company would be denied
the second 180 day compliance period, and Nasdaq would commence
delisting proceedings for the company as a Capital Market listing.
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    Nasdaq also proposes to remove language in Rule 5810(c)(3)
referencing the payment of fees by a company which transfers to the
Capital Market. The current language implies that there are fees
applicable to such a company. However, no fees are applicable under
Rule 5920(a) to such a company. Nasdaq is proposing to delete the
language, to remove any confusion, and has also proposed some other
clarifying and non-substantive changes to the rule.\11\
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    \11\ See Notice, supra note 3.
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III. Discussion and Commission Findings

    After careful consideration, the Commission finds that the proposed
rule change is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange \12\ and, in particular, the requirements of Section 6 of the
Act.\13\ Specifically, the Commission finds that the proposed rule
change is consistent with Section 6(b)(5) of the Act,\14\ which
requires, among other things, that the rules of a national securities
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
and are not designed to permit unfair discrimination between customers,
issuers, brokers or dealers.
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    \12\ In approving this proposed rule change the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
    \13\ 15 U.S.C. 78f.
    \14\ 15 U.S.C. 78f(b)(5).
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    The development and enforcement of adequate standards governing the
initial and continued listing of securities on an exchange is an
activity of critical importance to financial markets and the investing
public. Listing standards serve as a means for an exchange to screen
issuers and to provide listed status only to bona fide companies that
have, or in the case of an initial public offering will have,
sufficient public float, investor base, and trading interest to provide
the depth and liquidity necessary to promote fair and orderly markets.
Adequate standards are especially important given the expectations of
investors regarding exchange trading and the imprimatur of listing on a
particular market. Once a security has been approved for initial
listing, maintenance criteria allow an exchange to monitor the status
and trading characteristics of that issue to ensure that it continues
to meet the exchange's standards for market depth and liquidity so that
fair and orderly markets can be maintained, and so that only companies
suitable for listing remain listed on a national securities exchange.
    The Commission believes that the proposal to modify the eligibility
criteria for the second compliance period for a bid price deficiency on
the Capital Market is reasonable and consistent with the Act, and
furthers investor protection and the public interest. As stated above,
Nasdaq has observed that many companies fail to qualify for the second
compliance period because they do not meet the market value of publicly
held shares requirement for initial listing on the Capital Market. The
Commission notes that to qualify for a second compliance period, the
company would still need to meet all of the other initial listing
criteria for Capital Market other than bid price, as well as the
continued listing requirement for market value of publicly held
shares.\15\ These standards should help continue to ensure that only
companies that meet the minimum requirements for adequate depth and
liquidity remain listed for an extended period of time on the Capital
Market.
---------------------------------------------------------------------------

    \15\ See supra note 8.
---------------------------------------------------------------------------

    In addition, the company will need to notify Nasdaq of its intent
to cure the bid price deficiency. If a Capital Market company does not
indicate its intent to cure the deficiency, or if it does not appear to
Nasdaq staff that it is possible for the company to cure the
deficiency, the company would not be eligible for the second compliance
period. Similarly, a company listed on the Global or Global Select
Markets would be permitted to transfer to the Capital Market if it
meets the applicable market value of publicly held shares requirement
for continued listing and all other applicable requirements for initial
listing on the Capital Market (except for the bid price requirement)
and notifies Nasdaq of its intent to cure the bid price deficiency.
Once on the Capital Market, the company would be eligible for the
second compliance

period on the Capital Market, unless it does not appear to Nasdaq staff
that it is possible for the Company to cure the deficiency.
    The Commission believes that requiring a company to affirmatively
state its intent to cure the bid price deficiency and Nasdaq staff to
determine whether it is possible for the company to cure that
deficiency, provides further protections to investors, by helping to
ensure that only companies that are serious and capable of gaining
compliance with the Capital Market listing standards within the
timeframe provided qualify for the second compliance period. In this
regard, the Commission would expect a thorough review to ensure that it
is possible for the bid price deficiency to be cured at the end of the
second 180 day compliance period and, if not, would expect Nasdaq to
immediately commence delisting proceedings.
    In approving the Nasdaq's proposal, the Commission recognizes that
certain companies that do not currently qualify for the second
compliance period could receive additional time to remain listed on a
public market. The proposal, however, does not extend the overall
maximum time of 360 days that a company may remain listed before
delisting proceedings will commence. Moreover, the proposal eliminates
the automatic nature of the second 180 day bid price compliance period
that exists under the current rules. Further, notwithstanding the
change in eligibility criteria for a second compliance period, the
Commission expects Nasdaq to monitor companies closely that are out of
compliance and use its authority to delist issuers in a prompt,
efficient, and fair manner where necessary and appropriate, in
accordance with Nasdaq Rule 5100, including where there are public
interest or other concerns such as low price or market value, that make
continued listing unwarranted.
    Finally, the Commission finds that Nasdaq's proposal to remove
language in Rule 5810(c)(3) will reduce confusion regarding the
application of the rule by clarifying that there are no fees applicable
to a company which transfer to the Capital Market. The additional
changes proposed by Nasdaq to the text of Rule 5810(c)(3)(A)(i)-(ii)
conform the rule language and format of the two paragraphs and clarify
that Nasdaq will assess a company for compliance with applicable
listing requirements based on the company's most recent public filings
and market information. The Commission believes that these changes
either clarify the rule or are non-substantive.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\16\ that the proposed rule change (SR-NASDAQ-2010-107), be, and
hereby is, approved.
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    \16\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
Florence E. Harmon,
Deputy Secretary.
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    \17\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2010-26474 Filed 10-20-10; 8:45 am]
BILLING CODE 8011-01-P