[Federal Register Volume 85, Number 153 (Friday, August 7, 2020)]
[Notices]
[Pages 48029-48032]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-17242]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89452; File No. SR-CboeBYX-2020-023]


Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
To Amend Rule 4.5, Which Is Part of the Exchange's Compliance Rule 
(``Compliance Rule'') Regarding the National Market System Plan 
Governing the Consolidated Audit Trail (the ``CAT NMS Plan'' or 
``Plan'') To Be Consistent With an Amendment to the CAT NMS Plan 
Recently Approved by the Securities and Exchange Commission (the 
``Commission'')

August 3, 2020.
    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 July 30, 2020, Cboe BYX Exchange, Inc. (the ``Exchange'' or ``BYX'') 
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

    Cboe BYX Exchange, Inc. (the ``Exchange'' or ``Cboe BYX'') proposes 
to amend Rule 4.5, which is part of the Exchange's compliance rule 
(``Compliance Rule'') regarding the National Market System Plan 
Governing the Consolidated Audit Trail (the ``CAT NMS Plan'' or 
``Plan'') \3\ to be consistent with an amendment to the CAT NMS Plan 
recently approved by the Securities and Exchange Commission (the 
``Commission''). The text of the proposed rule change is provided 
below.
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    \3\ Unless otherwise specified, capitalized terms used in this 
rule filing are defined as set forth in the Compliance Rule.

(additions are italicized; deletions are [bracketed])
* * * * *
Rules of Cboe BYX Exchange, Inc.
* * * * *

Rule 4.5. Consolidated Audit Trail--Definitions

    For purposes of Rules 4.5 through 4.16:
* * * * *
    (r) ``Firm Designated ID'' means (1) a unique and persistent 
identifier for each trading account designated by Industry Members for 
purposes of providing data to the Central Repository, provided, 
however, such identifier may not be the account number for such trading 
account if the trading account is not a proprietary account; (2) a 
unique and persistent relationship identifier when an Industry Member 
does not have an account number available to its order handling and/or 
execution system at the time of order receipt, provided, however, such 
identifier must be masked; or (3) a unique and persistent entity 
identifier when an employee of an Industry Member is exercising 
discretion over multiple client accounts and creates an aggregated 
order for which a trading account number of the Industry Member is not 
available at the time of order origination, where each such identifier 
is unique among all identifiers from any given Industry Member[ for 
each business date].
* * * * *
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/byx/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

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

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

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

1. Purpose
    The purpose of this proposed rule change is to amend Chapter 7, 
Section B of the Rules, the Compliance Rule regarding the CAT NMS Plan, 
to be consistent with an amendment to the CAT NMS Plan recently 
approved by the Commission.\4\ The Commission approved an amendment to 
the CAT NMS Plan to amend the requirements for Firm Designated IDs in 
four ways: (1) To prohibit the use of account numbers as Firm 
Designated IDs for trading accounts that are not proprietary accounts; 
(2) to require that the Firm Designated ID for a trading account be 
persistent over time for each Industry Member so that a single account 
may be tracked across time within a single Industry Member; (3) to 
permit the use of relationship identifiers as Firm Designated IDs in 
certain circumstances; and (4) to permit the use of entity identifiers 
as Firm Designated IDs in certain circumstances (the ``FDID 
Amendment''). As a result, the Exchange proposes to amend the 
definition of ``Firm Designated ID'' in Rule 4.5 to reflect the changes 
to the CAT NMS Plan regarding the requirements for Firm Designated IDs.
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    \4\ Securities Exchange Act Release No. 89397 (July 24, 2020) 
(Federal Register pending).
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    Rule 4.5(r) defines the term ``Firm Designated ID'' to mean ``a 
unique identifier for each trading account designated by Industry 
Members for purposes of providing data to the Central Repository, where 
each such identifier is unique among all identifiers from any given 
Industry Member for each business date.''
(1) Prohibit Use of Account Numbers
    The Exchange proposes to amend the definition of ``Firm Designated 
ID'' in Rule 4.5(r) to provide that Industry Members may not use 
account numbers as the Firm Designated ID for trading accounts that are 
not proprietary accounts. Specifically, the Exchange proposes to add 
the following to the definition of a Firm Designated ID: ``provided, 
however, such identifier may not be the account number for such trading 
account if the trading account is not a proprietary account.''
(2) Persistent Firm Designated ID
    The Exchange also proposes to amend the definition of ``Firm 
Designated ID'' in Rule 4.5(r) to require a Firm Designated ID assigned 
by an Industry

[[Page 48030]]

Member to a trading account to be persistent over time, not for each 
business day.\5\ To effect this change, the Exchange proposes to amend 
the definition of ``Firm Designated ID'' in Rule 4.5(r) to add ``and 
persistent'' after ``unique'' and delete ``for each business date'' so 
that the definition of ``Firm Designated ID'' would read, in relevant 
part, as follows:
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    \5\ If an Industry Member assigns a new account number or entity 
identifier to a client or customer due to a merger, acquisition or 
some other corporate action, then the Industry Member should create 
a new Firm Designated ID to identify the new account identifier/
relationship identifier/entity identifier in use at the Industry 
Member for the entity. In addition, if a previously assigned Firm 
Designated ID is no longer in use by an Industry Member (e.g., if 
the trading account associated with the Firm Designated ID has been 
closed), then an Industry Member may reuse the Firm Designated ID 
for another trading account. The Plan Processor will maintain a 
history of the use of each Firm Designated ID, including, for 
example, the effective dates of the Firm Designated ID with respect 
to each associated trading account.

A unique and persistent identifier for each trading account 
designated by Industry Members for purposes of providing data to the 
Central Repository . . . where each such identifier is unique among 
all identifiers from any given Industry Member.
(3) Relationship Identifiers
    The FDID Amendment also permits an Industry Member to provide a 
relationship identifier as the Firm Designated ID, rather than an 
identifier that represents a trading account, in certain scenarios in 
which an Industry Member does not have an account number available to 
its order handling and/or execution system at the time of order receipt 
(e.g., certain institutional accounts, managed accounts, accounts for 
individuals). In such scenarios, the trading account structure may not 
be available when a new order is first received from a client and, 
instead, only an identifier representing the client's trading 
relationship is available. In these limited instances, the Industry 
Member may provide an identifier used by the Industry Member to 
represent the client's trading relationship with the Industry Member 
instead of an account number.
    When a trading relationship is established at a broker-dealer for 
clients, the broker-dealer typically creates a parent account, under 
which additional subaccounts are created. However, in some cases, the 
broker-dealer establishes the parent relationship for a client using a 
relationship identifier as opposed to an actual parent account. The 
relationship identifier could be any of a variety of identifiers, such 
as a short name for a relevant individual or institution. This 
relationship identifier is established prior to any trading for the 
client. If a relationship identifier has been established rather than a 
parent account, and an order is placed on behalf of the client, any 
executed trades will be kept in a firm account (e.g., a facilitation or 
average price account) until they are allocated to the proper 
subaccount(s), i.e., the accounts associated with the parent 
relationship identifier connecting them to the client.
    Relationship identifiers are used in circumstances in which the 
account structure is not available to the trading system at the time of 
order placement. The clients have established accounts prior to the 
trade that satisfy relevant regulatory obligations for opening 
accounts, such as Know Your Customer and other customer obligations. 
However, the order receipt workflows operate using relationship 
identifiers, not accounts.
    For Firm Designated ID purposes, as with an identifier for a 
trading account, the relationship identifier must be persistent over 
time. The relationship identifier also must be unique among all 
identifiers from any given Industry Member. With these requirements, a 
single relationship could be tracked across time within a single 
Industry Member using the Firm Designated ID. In addition, the 
relationship identifier must be masked as the relationship identifier 
could be a name or otherwise provide an indication as to the identity 
of the relationship. The masking requirement would avoid potentially 
revealing the identity of the relationship.
    An example of the use of a relationship identifier as a Firm 
Designated ID would be a follows: Suppose that Big Fund Manager is 
known in Industry Member A's systems as ``BFM1.'' When an order is 
placed by Big Fund Manager, the order is tagged to BFM1. Industry 
Member A could use a masked version of BFM1 in place of the Firm 
Designated ID representing a trading account when reporting a new order 
from Big Fund Manager instead of the account numbers to which executed 
shares/contracts will be allocated at a later time via a booking or 
other system. Similarly, another example of the use of a relationship 
identifier as a Firm Designated ID would involve an individual in place 
of the Big Fund Manager in the above example.
    In accordance with the FDID Amendment, the Exchange proposes to 
amend the definition of a ``Firm Designated ID'' in Rule 4.5(r) to 
permit Industry Members to provide a relationship identifier as the 
Firm Designated ID as described above. Specifically, the Exchange 
proposes to amend the definition of ``Firm Designated ID'' in Rule 
4.5(r) to state that a Firm Designated ID means, in relevant part, ``a 
unique and persistent relationship identifier when an Industry Member 
does not have an account number available to its order handling and/or 
execution system at the time of order receipt, provided, however, such 
identifier must be masked.''
(4) Entity Identifiers
    The FDID Amendment also permits Industry Members to provide an 
entity identifier, rather than an identifier that represents a trading 
account, when an employee of the Industry Member is exercising 
discretion over multiple client accounts and creates an aggregated 
order for which a trading account number of the Industry Member is not 
available at the time of order origination. An entity identifier is an 
identifier of the Industry Member that represents the firm 
discretionary relationship with the client rather than a firm trading 
account.
    The scenarios in which a firm uses an entity identifier are 
comparable to when a firm uses a relationship identifier (as described 
above) except the entity identifier represents the Industry Member 
rather than a client. As with relationship identifiers, entity 
identifiers are used in circumstances in which the account structure is 
not available to the trading system at the time of order placement. In 
this workflow, the Industry Member's order handling and/execution 
system does not have an account number at the time of order 
origination. The relevant clients that will receive an allocation of 
the execution have established accounts prior to the trade that satisfy 
relevant regulatory obligations for opening accounts, such as Know Your 
Customer and other customer obligations. However, the order origination 
workflows operate using entity identifiers, not accounts.
    For Firm Designated ID purposes, as with the identifier for a 
trading account or a relationship, the entity identifier must be 
persistent over time. The entity identifier also must be unique among 
all identifiers from any given Industry Member. Each Industry Member 
must make its own risk determination as to whether it believes it is 
necessary to mask the entity identifier when using an entity identifier 
to report the Firm Designated ID to CAT.
    An example of the use of an entity identifier as a Firm Designated 
ID would be when Industry Member 1 has an employee that is a registered 
representative that has discretion over several client accounts held at 
Industry

[[Page 48031]]

Member 1. The registered representative places an order that he will 
later allocate to individual client accounts. At the time the order is 
placed, the trading system only knows it involves a representative of 
Industry Member 1 and it does not have a specific trading account that 
could be used for Firm Designated ID reporting. Therefore, Industry 
Member 1 could report IM1, its entity identifier, as the FDID with the 
new order.
    In accordance with the FDID Amendment, the Exchange proposes to 
amend the definition of ``Firm Designated ID'' in Rule 4.5(r) to permit 
the use of an entity identifier as a Firm Designated ID as described 
above. Specifically, the Exchange proposes to amend the definition of a 
``Firm Designated ID'' in Rule 4.5(r) to state that a Firm Designated 
ID means, in relevant part, ``a unique and persistent entity identifier 
when an employee of an Industry Member is exercising discretion over 
multiple client accounts and creates an aggregated order for which a 
trading account number of the Industry Member is not available at the 
time of order origination.''
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\6\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \7\ 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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \8\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
    \8\ Id.
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    In particular, the Exchange believes that this proposal is 
consistent with the Act because it is consistent with, and implements, 
a recent amendment to the CAT NMS Plan, and is designed to assist the 
Exchange and its Industry Members in meeting regulatory obligations 
pursuant to the Plan. In approving the Plan, the Commission noted that 
the Plan ``is necessary and appropriate in the public interest, for the 
protection of investors and the maintenance of fair and orderly 
markets, to remove impediments to, and perfect the mechanism of a 
national market system, or is otherwise in furtherance of the purposes 
of the Act.'' \9\ To the extent that this proposal implements the Plan, 
and applies specific requirements to Industry Members, the Exchange 
believes that this proposal furthers the objectives of the Plan, as 
identified by the Commission, and is therefore consistent with the Act.
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    \9\ See Securities Exchange Act Release No. 79318 (November 15, 
2016), 81 FR 84696, 84697 (November 23, 2016).
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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 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange notes that the 
proposed rule changes are consistent with a recent amendment to the CAT 
NMS Plan, and are designed to assist the Exchange in meeting its 
regulatory obligations pursuant to the Plan. The Exchange also notes 
that the FDID Amendment will apply equally to all Industry Members that 
trade NMS Securities and OTC Equity Securities. In addition, all 
national securities exchanges and FINRA are proposing this amendment to 
their Compliance Rules. Therefore, this is not a competitive rule 
filing, and, therefore, it does not impose a burden on competition.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \10\ and Rule 19b-4(f)(6) thereunder.\11\ 
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 prior to 
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 \12\ and Rule 19b-
4(f)(6)(iii) thereunder.\13\
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    \10\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 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) \14\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\15\ 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 proposal 
may become operative by July 31, 2020. The Commission believes that 
waiver of the 30-day operative delay is consistent with the protection 
of investors and the public interest because it implements an amendment 
to the CAT NMS Plan approved by the Commission.\16\ Accordingly, the 
Commission hereby waives the 30-day operative delay and designates the 
proposal operative as of July 31, 2020.\17\
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    \14\ 17 CFR 240.19b-4(f)(6).
    \15\ 17 CFR 240.19b-4(f)(6)(iii).
    \16\ See Securities Exchange Act Release No. 89397 (July 24, 
2020) (Federal Register publication pending).
    \17\ 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 this 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 will 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

[[Page 48032]]

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 rule-comments@sec.gov. Please include 
File Number SR-CboeBYX-2020-023 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-CboeBYX-2020-023. 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-CboeBYX-2020-023 and should be submitted 
on or before August 28, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-17242 Filed 8-6-20; 8:45 am]
BILLING CODE 8011-01-P


