Self-Regulatory Organizations; Proposed Rule Changes: MIAX Emerald, LLC

Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend Exchange Rule 515 to Make a Minor, Non-Substantive Edit

November 21, 2022.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 ("Act"), ⁽¹⁾ and Rule 19b-4 thereunder, ⁽²⁾ notice is hereby given that on November 10, 2022, MIAX Emerald, LLC ("MIAX Emerald" 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 Exchange filed the proposal as a "non-controversial" proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act  ⁽³⁾ and Rule 19b-4(f)(6) thereunder. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

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

The Exchange proposes to make a minor, non-substantive edit to Exchange Rule 515, Execution of Orders and Quotes.

The text of the proposed rule change is available on the Exchange's website at http://www.miaxoptions.com/rule-filings/emerald, at MIAX Emerald'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 515 to make a minor, non-substantive edit to the numbering convention used in the rule to provide accuracy, precision, and ease of reference within the rule text.

Specifically, the Exchange proposes to amend Rule 515(h)(4)(D) to change the reference from subparagraph "(D)" to subparagraph "(iv)." On July 1, 2022, the Exchange submitted a substantive proposal to adopt new paragraph (D) to Exchange Rule 515(h)(4). ⁽⁴⁾ Concurrently, the Exchange filed a proposal to make a number of non-substantive edits within rule 515 to, among other things, harmonize the numbering hierarchy within the rule to that used throughout the Exchange's Rulebook. ⁽⁵⁾ However, this proposal did not include paragraph (D) to Rule 515(h)(4) as that provision had not yet become operative on the Exchange.

The Exchange recently implemented its proposal that includes new subparagraph (D) to Rule 515(h)(4)  ⁽⁶⁾ and now proposes to amend subparagraph (D) to renumber as subparagraph (iv) to conform with the numbering convention used throughout Rule 515. No other changes to the rule are proposed.

2. Statutory Basis

The Exchange believes that the proposed rule changes are consistent with Section 6(b) of the Act  ⁽⁷⁾ in general, and furthers the objectives of Section 6(b)(5) of the Act  ⁽⁸⁾ in particular, in that they are designed to prevent fraudulent and manipulative acts and practices, promote just and equitable principles of trade, foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in general, protect investors and the public interest.

The Exchange believes that the proposed change to Exchange Rule 515 promotes just and equitable principles of trade and removes impediments to and perfects the mechanism of a free and open market and a national market system because the proposed rule change will provide greater clarity to Members  ⁽⁹⁾ and the public regarding the Exchange's Rules by conforming the numbering in Exchange Rule 515 to the existing identification scheme in the Exchange's Rulebook. It is in the public interest for rules to be accurate and concise so as to eliminate the potential for confusion.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Specifically, the Exchange believes the proposed change will not impose any burden on intra-market competition as there is no functional change to the Exchange's System  ⁽¹⁰⁾ and because the rules of the Exchange apply to all MIAX Emerald participants equally. The Exchange believes the proposed rule change will not impose any burden on intra-market competition as the proposed change is not designed to address any competitive issue but rather is designed to remedy a minor non-substantive issue and provide added precision and accuracy to the rule text of Exchange Rule 515. In addition, the Exchange does not believe the proposal will impose any burden on inter-market competition as the proposal does not address any competitive issues and is intended to protect investors by providing further transparency and precision for referencing the Exchange's Rules.

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 foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act  ⁽¹¹⁾ and Rule 19b-4(f)(6)  ⁽¹²⁾ thereunder because the proposal does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) by its terms, become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest. ⁽¹³⁾

A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act  ⁽¹⁴⁾ normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii)  ⁽¹⁵⁾ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing.

The Exchange states that waiver of the 30-day operative delay would permit the Exchange to update the subparagraph numbering in Exchange Rule 515 immediately, thereby avoiding any potential investor confusion during the operative delay period. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest because the proposed rule change does not raise any new or novel issues. Accordingly, the Commission hereby waives the operative delay and designates the proposal operative upon filing. ⁽¹⁶⁾

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. ⁽¹⁷⁾

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 protected]. Please include File Number SR-EMERALD-2022-32.

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-EMERALD-2022-32. 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-EMERALD-2022-32, and should be submitted on or before December 19, 2022.

[FR Doc. 2022-25786 Filed 11-25-22; 8:45 am]

BILLING CODE 8011-01-P

⁽¹⁾  15 U.S.C. 78s(b)(1).

⁽²⁾  17 CFR 240.19b-4.

⁽³⁾  15 U.S.C. 78s(b)(3)(A)(iii).

⁽⁴⁾ See Securities Exchange Act Release No. 95272 (July 13, 2022), 87 FR 43065 (July 20, 2022) (SR-EMERALD-2022-23).

⁽⁵⁾ See Securities Exchange Act Release No. 95343 (July 20, 2022), 87 FR 44475 (July 26, 2022) (SR-EMERALD-2022-24).

⁽⁶⁾ See MIAX Emerald Regulatory Circular 2022-59, Four Decimal Precision for Pricing Stock-Option Complex Strategies (October 18, 2022) available at https://www.miaxoptions.com/sites/default/files/circular-files/MIAX_Emerald_Options_RC_2022_59.pdf.

⁽⁷⁾  15 U.S.C. 78f(b).

⁽⁸⁾  15 U.S.C. 78f(b)(5).

⁽⁹⁾  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.

⁽¹⁰⁾  The term "System" means the automated trading system used by the Exchange for the trading of securities. See Exchange Rule 100.

⁽¹¹⁾  15 U.S.C. 78s(b)(3)(A).

⁽¹²⁾  17 CFR 240.19b-4(f)(6).

⁽¹³⁾  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.

⁽¹⁴⁾  17 CFR 240.19b-4(f)(6).

⁽¹⁵⁾  17 CFR 240.19b-4(f)(6)(iii).

⁽¹⁶⁾  For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).

⁽¹⁷⁾  15 U.S.C. 78s(b)(3)(C).

⁽¹⁸⁾  17 CFR 200.30-3(a)(12).