[Federal Register Volume 86, Number 198 (Monday, October 18, 2021)]
[Notices]
[Pages 57707-57709]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-22575]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93294; File No. SR-CboeBZX-2021-068]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the Fees in BZX Rule 14.13 Applicable to Securities Listed on the 
Exchange

October 12, 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 September 30, 2021, Cboe BZX Exchange, Inc. (``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') is filing 
with the Securities and Exchange Commission (``Commission'') a proposed 
rule change to amend the fees applicable to securities listed on the 
Exchange, which are set forth in BZX Rule 14.13, Company Listing Fees. 
The text of the proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), 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
    On August 30, 2011, the Exchange received approval of rules 
applicable to the qualification, listing, and delisting of companies on 
the Exchange,\3\ which it modified on February 8, 2012 in order to 
adopt pricing for the listing of

[[Page 57708]]

exchange-traded products (``ETPs'') \4\ on the Exchange.\5\ The 
Exchange currently charges entry fees for non-generically listed ETPs 
and charges certain annual listing fees pursuant to Exchange Rule 
14.13.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 65225 (August 30, 
2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018).
    \4\ As defined in Rule 11.8(e)(1)(A), the term ``ETP'' means any 
security listed pursuant to Exchange Rule 14.11.
    \5\ See Securities Exchange Act Release No. 66422 (February 17, 
2012), 77 FR 11179 (February 24, 2012) (SR-BATS-2012-010).
---------------------------------------------------------------------------

    Now, the Exchange proposes to adopt Rule 14.13(b)(3) which would 
provide for a Corporate Actions Fee. The proposed Corporate Actions Fee 
would apply to a Company \6\ making a corporate action that would 
require the Exchange to update its records. For example, a change to 
the Company name or symbol, par value, shareholder rights plan, or 
reverse stock split would be subject to the proposed fee.\7\ Such a fee 
would be used to address the costs associated with revising the 
Exchange's records when Companies engage in such corporate actions. The 
Exchange notes that Companies making multiple changes (e.g., a change 
to both the symbol and par value) that results from the same corporate 
action in an individual security would be charged a total of $2,500, 
and would not be assessed a separate Corporate Actions Fee for each 
change. The Exchange proposes to implement the proposed fee effective 
January 1, 2022.
---------------------------------------------------------------------------

    \6\ See Exchange Rule 14.1(a)(3).
    \7\ The Exchange notes that the proposed Corporate Actions Fee 
is substantively similar to those charged by NYSE Arca, Inc. 
(``Arca''). See the Administrative Fees provided under the Arca 
Equities Listing Fees at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with the objectives of Section 6 of the Act,\8\ in general, and 
furthers the objectives of Section 6(b)(4) and 6(b)(5),\9\ in 
particular, as it is designed to provide for the equitable allocation 
of reasonable dues, fees and other charges among its issuers, and it 
does not unfairly discriminate between customers, issuers, brokers or 
dealers.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 14.13(b)(3) which 
implements a Corporate Action Fee for Companies with securities listed 
on the Exchange is a reasonable, fair and equitable, and not unfairly 
discriminatory allocation of fees and other charges because it would 
apply equally for all Companies making a corporate action that would 
require the Exchange to update its records. The Exchange believes that 
charging such a Corporate Action Fee is reasonable given the additional 
resources required by the Exchange in connection with such a corporate 
action.
    Furthermore, the marketplace for listings is extremely competitive 
and there are several other national securities exchanges that offer 
ETP listings. Transfers between listing venues occur frequently for 
numerous reasons, including listing fees. The proposed rule change 
reflects a competitive pricing structure, which the Exchange believes 
will enhance competition both among ETP issuers and listing venues, to 
the benefit of investors. Furthermore, as noted above the proposed 
change is substantively similar to fees charged by Arca.\10\
---------------------------------------------------------------------------

    \10\ Supra note 14 [sic].
---------------------------------------------------------------------------

    Based on the foregoing, the Exchange believes that the proposed 
rule changes are consistent with the Act.

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. With respect to the proposed 
new Corporate Actions Fee, the Exchange does not believe that the 
changes burden competition, but instead, enhance competition, as it is 
intended to address the costs associated with revising the Exchange's 
records when Companies engage in corporate actions. As such, the 
proposal is a competitive proposal designed to enhance pricing 
competition among listing venues and implement pricing for corporate 
actions that better reflects expenses associated with listing ETPs on 
the Exchange. The Exchange does not believe the proposed amendment 
would burden intramarket competition as the proposed fee would be 
assessed to all issuers uniformly that require a change to Exchange 
records resulting from a corporate action.

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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from Members or other interested 
parties.

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 paragraph (f) of Rule 19b-4 \12\ 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

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-CboeBZX-2021-068 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-CboeBZX-2021-068. 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

[[Page 57709]]

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-CboeBZX-2021-068 and should 
be submitted on or before November 8, 2021.
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-22575 Filed 10-15-21; 8:45 am]
BILLING CODE 8011-01-P


