[Federal Register Volume 86, Number 210 (Wednesday, November 3, 2021)]
[Notices]
[Pages 60672-60679]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-23925]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93450; File No. SR-NYSEArca-2021-92]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Reformat the 
Tier Rates Section of the NYSE Arca Equities Fees and Charges

October 28, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on October 25, 2021, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to reformat the Tier rates section of the 
NYSE Arca Equities Fees and Charges (``Fee Schedule'') applicable to 
securities priced at or above $1.00 and the rates applicable to 
securities priced below $1.00 without making any substantive changes to 
the current fees and credits for each group of securities. The Exchange 
proposes to implement the proposed rule change effective immediately. 
The proposed rule change is available on the Exchange's website at 
www.nyse.com, at the principal office of the Exchange, 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 self-regulatory organization 
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 those 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 parts of such statements.

[[Page 60673]]

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

1. Purpose
    The Exchange proposes to reformat the Tier rates section of the Fee 
Schedule applicable to securities priced at or above $1.00 and the 
rates applicable to securities priced below $1.00 without making any 
substantive changes to the current fees and credits for each group of 
securities. The Exchange proposes to implement the proposed rule change 
effective immediately.\4\
---------------------------------------------------------------------------

    \4\ The Exchange filed to amend the Fee Schedule on September 
30, 2021 (SR-NYSEArca-2021-83). SR-NYSEArca-2021-83 was subsequently 
withdrawn and replaced by SR-NYSEArca-2021-88. SR-NYSEArca-2021-88 
was subsequently withdrawn and replaced by this filing.
---------------------------------------------------------------------------

    The Exchange proposes the following non-substantive changes to 
reorganize the presentation of the Fee Schedule in order to enhance its 
clarity and transparency, thereby making the Fee Schedule easier to 
navigate.
    In connection with the proposed rule change, the Exchange would add 
adopt two new definitions that would apply only for purposes of the 
fees and credits on the Fee Schedule. The new definitions would be 
added to current section I titled ``Definitions''. As proposed, section 
I would contain the following two new definitions applicable to 
Exchange Transactions:
     ``ETP Holders'' would mean ETP Holders and Market Makers.
     ``TCADV'' would mean total Customer equity and ETF option 
ADV as reported by The Options Clearing Corporation (OCC).
    The Exchange proposes these additional definitions to use 
consistent terms throughout the Fee Schedule relating to Exchange 
Transactions. By consolidating definitions used in this part of the Fee 
Schedule, the Exchange would eliminate the need to separately define 
these terms within the tables of the Fee Schedule or in footnotes.
    Additionally, the Exchange proposes to streamline 3 definitions in 
current Section I. Specifically, the Exchange proposes to streamline 
the current defined term ``US CADV'' by removing reference to ``US'' 
\5\ and adding an additional sentence to the current definition to 
reflect that when CADV is preceded by reference to a specific 
consolidated tape, i.e., Tape A, B or C, or by reference to Sub-Dollar, 
then CADV would refer to consolidated average daily volume of 
transactions reported to a SIP for all securities in that Tape or to 
all Sub-Dollar securities. As proposed, the revised definition of 
``CADV'' would be as follows:
---------------------------------------------------------------------------

    \5\ With the proposal to rename ``US CADV'' to ``CADV'', in 
order to maintain consistency within the Fee Schedule, the Exchange 
proposes to remove reference to ``US'' from the second sentence of 
the current definition and from the current table titled Tape C 
Tiers for Adding Liquidity in Section VI on the Fee Schedule.
---------------------------------------------------------------------------

     ``CADV'' would mean ``unless otherwise stated, the United 
States consolidated average daily volume of transactions reported to a 
securities information processor (``SIP''). Transactions that are not 
reported to a SIP are not included in the CADV. If CADV is preceded by 
a reference to a Tape or to Sub-Dollar, then CADV would refer to all 
consolidated average daily volume of transactions reported to a SIP for 
all securities in that Tape or to all Sub-Dollar securities.''
    Additionally, the Exchange proposes to streamline the current 
defined terms ``Adding Liquidity'' and ``Removing Liquidity'' by 
deleting the word ``Liquidity'' from both defined terms. The Exchange 
believes reference to liquidity is superfluous and market participants 
understand that ``Adding'' and ``Removing'' refers to adding liquidity 
and removing liquidity.\6\
---------------------------------------------------------------------------

    \6\ In connection with this change, the Exchange also proposes 
to delete the word ``Liquidity'' in the current table titled Tape C 
Tiers for Adding Liquidity in Section VI on the Fee Schedule. As 
proposed, the revised title would say Tape C Tiers for Adding. The 
Exchange similarly proposes to delete the word ``Liquidity'' from 
the column in this table titled Minimum Criteria for Tape C Adding 
Liquidity. As proposed, the revised column would say Minimum 
Criteria for Tape C Adding.
---------------------------------------------------------------------------

    Next, the Exchange proposes to add one additional bullet in current 
section II titled ``General'' that would set forth general information 
regarding the way the Exchange has always interpreted and applied fees 
and credits to Exchange Transactions. As proposed, section II would 
contain the following new general information applicable to Exchange 
Transactions:
     Tape A, Tape B and Tape C refers to securities executions 
reported to the Consolidated Tape A, Consolidated Tape B, and 
Consolidated Tape C, respectively.
    Additionally, under section II, an existing bullet states that 
``All fees and credits and tier requirements apply to ETP Holders and 
Market Makers.'' With the proposed adoption of ``ETP Holders'' as a new 
definition that includes Market Makers, the Exchange proposes to delete 
the words ``and Market Makers'' from the existing bullet under current 
section II.
    Next, the Exchange proposes a non-substantive change to the 
presentation of the Tier rates applicable to securities priced at or 
above $1.00. The Exchange proposes a table presentation under current 
section VI titled Tier Rates--Round Lots and Odd Lots (Per Share Price 
$1.00 or Above). The proposed changes to section VI would appear in the 
Fee Schedule in a number of tables. First, the Exchange proposes to 
reformat the current Tier 1, Tier 2 \7\ and Tier 3 requirements and 
rates in a table titled ``Adding Tiers'' which would appear on the Fee 
Schedule as follows:
---------------------------------------------------------------------------

    \7\ In connection with this change, the Exchange propose to no 
longer reference the exclusion of mini options in the calculation of 
the minimum requirement to qualify for Tier 2 because mini options 
no longer trade on NYSE Arca Options.

[[Page 60674]]



                                                  Adding Tiers
----------------------------------------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------
Tier                                  Minimum requirement
                                               Credit for adding
                                                                 -----------------------------------------------
                                                                          Tape A    Tape B \(a)\          Tape C
----------------------------------------------------------------------------------------------------------------
Tier 1.......................  0.70% Adding of   84 million            ($0.0031)       ($0.0023)       ($0.0032)
                                CADV, or.         shares Adding
                                                  ADV.
Tier 2.......................  0.30% Adding of   0.25% Adding           (0.0029)        (0.0022)        (0.0029)
                                CADV, or.         CADV, 0.40%
                                                  Tape B Remove
                                                  of Tape B
                                                  CADV, and
                                                  0.25% Customer
                                                  and
                                                  Professional
                                                  Customer
                                                  Electronic
                                                  Posting Volume
                                                  of TCADV on
                                                  NYSE Arca
                                                  Options by OTP
                                                  Holder or OTP
                                                  Firm
                                                  affiliated
                                                  with the ETP
                                                  Holder.
                              -----------------------------------
Tier 3.......................        0.20% Adding of CADV.            * (0.0025)        (0.0022)      * (0.0025)
----------------------------------------------------------------------------------------------------------------
            ETP Holders that qualify for Tier 1, Tier 2 or Tier 3 are subject to the following fees:
----------------------------------------------------------------------------------------------------------------
Routing......................                                       $0.0030
Removing in Tape B...........                                        0.0029
Closing Orders...............                                        0.0010
----------------------------------------------------------------------------------------------------------------
* ETP Holders that qualify for Tier 3 and add 0.05% of CADV above May 2019 receive an incremental credit of
  ($0.0002) for Tape A and C Adding.

    The Exchange notes that each of the requirements and rates that 
currently appear on the Fee Schedule under Tier 1, Tier 2 and Tier 3 
have been relocated in the table proposed above and in proposed 
footnote (a). The Exchange proposes to relocate certain rates in 
footnotes because these rates do not have a logical place in the 
proposed table. The proposed footnote under the proposed new ``Adding 
Tiers'' table would be as follows:
    \(a)\ An additional credit in Tape B shall apply to ETP Holders 
affiliated with LMMs that add \8\ displayed liquidity based on the 
number of Less Active ETP Securities in which the LMM is registered as 
the LMM. The applicable tiered-credits are noted below (See LMM 
Transaction Fees and Credits).
---------------------------------------------------------------------------

    \8\ The Exchange proposes to use the terms ``add'', ``added'' or 
``adding'' instead of ``provide'', ``provided'' or ``providing'' to 
maintain consistency throughout the Fee Schedule.
---------------------------------------------------------------------------

    Next, the Exchange proposes to reformat the current Step Up 
Tier,\9\ Step Up Tier 2 and Step Up Tier 3 \10\ requirements and rates 
in a table titled ``Step Up Tiers'' which would appear on the Fee 
Schedule as follows:
---------------------------------------------------------------------------

    \9\ With this proposed rule change, the Exchange proposes to 
rename current Step Up Tier as Step Up Tier 1.
    \10\ Under current Step Up Tier, to qualify for the tier, ETP 
Holders are required to provide Adding ADV of 0.45% or more of CADV 
but less than 0.70% of CADV. For Step Up Tier 2, ETP Holders are 
required to provide Adding ADV of 0.22% or more but less than 0.30% 
of CADV. In the proposed Step Up Tiers table, for each of these 
tiers, the Exchange proposes to only adopt the minimum requirement 
of 0.45% and 0.22% for Step Up Tier 1 and Step Up Tier 2, 
respectively, because, as a practical matter, once an ETP Holder 
reaches the minimum requirement, the ETP Holder would qualify for 
the tier regardless of the amount of additional Adding ADV volume.

                                                                      Step Up Tiers
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 Minimum requirement                           Credit for adding displayed liquidity
                                           -------------------------------------------------------------------------------------------------------------
                   Tier                                         Adding
                                             Adding ADV of    increase of     Adding increase baseline        Tape A          Tape B          Tape C
                                               CADV (%)         CADV(%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Step Up Tier 1............................            0.45            0.10  Q1 2018.....................       ($0.0030)       ($0.0023)       ($0.0031)
Step Up Tier 2............................            0.22            0.06  May 2018....................        (0.0028)        (0.0022)        (0.0028)
Step Up Tier 3 \(b)\......................  ..............            0.40  September 2019..............        (0.0033)        (0.0034)        (0.0033)
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and rates that 
currently appear on the Fee Schedule under Step Up Tier, Step Up Tier 2 
and Step Up Tier 3 have been relocated in the table proposed above and 
in proposed footnote (b). The Exchange proposes to relocate certain 
rates in footnotes because these rates do not have a logical place in 
the proposed table. The proposed footnote under the proposed new ``Step 
Up Tiers'' table would be as follows:
    \(b)\ ETP Holders that qualify for Step Up Tier 3 shall not receive 
additional Tape B Tier credits for adding displayed liquidity, 
including any additional credits associated with Less Active ETP 
Securities, however, ETP Holders that are registered as a LMM may 
receive up to a combined credit of $0.0036 per share on all its adding 
volume if that ETP Holder, together with its affiliates, executes Tape 
B adding ADV that is at least 40% over the ETP Holder's adding ADV in 
Q3 2019, as a percentage of Tape B CADV.
    Next, the Exchange proposes to reformat the current Cross-Asset 
Tier requirements and credits in a table titled ``Cross-Asset Tier'' 
which would appear on the Fee Schedule as follows:

[[Page 60675]]



                                                                    Cross-Asset Tier
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                Minimum requirement                                                           Credit for adding
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                        Option customer and professional customer
                                        electronic posting volume of TCADV by OTP
                                       holder or OTP firm affiliated with the ETP
           Equity volume                                 holder                              Tape A                 Tape B                 Tape C
                                    ------------------------------------------------
                                           All Issues           Non-penny issues
--------------------------------------------------------------------------------------------------------------------------------------------------------
0.30% Adding of CADV...............  0.80% of TCADV........  0.20% of TCADV........  ($0.0030)............  ($0.0030)............  ($0.0030).
0.30% Adding of CADV and 0.35%       0.80% of TCADV........  0.20% of TCADV........  n/a..................  n/a..................  Additional ($0.0004).
 Adding of Tape C CADV.
0.65% Adding of CADV...............  0.80% of TCADV........  0.20% of TCADV........  Additional ($0.0002).  Additional ($0.0002).  n/a.
                                                                                    --------------------------------------------------------------------
0.30% Adding of CADV and 0.40%       0.80% of TCADV........  0.20% of TCADV........              Additional ($0.0001) for Adding, All Tapes.
 Adding and Removing of CADV above
 Q1 2020 Add and Remove.
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and credits that 
currently appear on the Fee Schedule under Cross-Asset Tier have been 
relocated in the table proposed above.
    Next, the Exchange proposes to reformat the current MPID Adding 
Tier requirements and credits in a table titled ``MPID Adding Tier'' 
which would appear on the Fee Schedule as follows:

                                                MPID Adding Tier
----------------------------------------------------------------------------------------------------------------
                                   Minimum requirement by MPID                Credit for MPIDs adding
                               ---------------------------------------------------------------------------------
                                 Adding increase
             Tier                of CADV over Q2
                                   2021, as a       Adding ADV        Tape A          Tape B          Tape C
                                  percentage of      (million)
                                      CADV
----------------------------------------------------------------------------------------------------------------
MPID Adding Tier..............  2 Times.........               4       ($0.0028)             n/a       ($0.0028)
                                2 Times.........               9        (0.0029)             n/a        (0.0029)
----------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and rates that 
currently appear on the Fee Schedule under MPID Adding Tier have been 
relocated in the table proposed above.
    Next, the Exchange proposes to reformat the current BBO Setter Tier 
requirements and credits in a table titled ``BBO Setter Tier'' which 
would appear on the Fee Schedule as follows:

                                                                     BBO Setter Tier
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                           Minimum requirement                             Credit for orders that set a new BBO \(c)\
                                  ----------------------------------------------------------------------------------------------------------------------
                                                                                       ETP ID setting
               Tier                                                   ETP ID setting   the Arca best
                                    Adding ADV of    ETP ID adding    the Arca best   bid or offer as       Tape A           Tape B           Tape C
                                         CADV         ADV of CADV    bid or offer of   percent of ETP
                                                                           CADV        ID adding ADV
--------------------------------------------------------------------------------------------------------------------------------------------------------
BBO Setter Tier..................           0.70%            0.20%            0.10%              40%        ($0.0004)        ($0.0002)        ($0.0004)
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and rates that 
currently appear on the Fee Schedule under the BBO Setter Tier have 
been relocated in the table proposed above and in proposed footnote 
(c). The Exchange proposes to relocate certain rates in footnotes 
because these rates do not have a logical place in the proposed table. 
The proposed footnote under the proposed new ``BBO Setter Tier'' table 
would be as follows:
    \(c)\ This credit shall be in addition to the ETP Holder's Tiered 
or Standard Rate credit(s), and for Tape B and Tape C, the credit shall 
be in addition to any capped credit.
    Next, the Exchange proposes to reformat the current Retail Order 
Tier, Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and 
Retail Order Step-Up Tier 3 requirements and rates in a table titled 
``Retail Tiers'' which would appear on the Fee Schedule as follows:

[[Page 60676]]



                                                                      Retail Tiers
--------------------------------------------------------------------------------------------------------------------------------------------------------
                     Tier                                  Minimum requirement of CADV                            Rates for retail orders
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                               Retail orders with
                                                                a  time-in-force
                                                                 of day that add
                                                Retail adding   and  remove that   Adding ADV (%)    Credit for    Fee for retail  removing with a time-
                                                   ADV (%)       is an  increase                    retail adding             in-force of day
                                                                 over April 2018
                                                                       (%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Retail Order Tier............................            0.15  ..................  ..............       ($0.0033)  .....................................
Retail Order Step-Up Tier 1 \(d)\ \(e)\......  ..............                0.40            1.00  \(f)\ (0.0038)  No Fee.
Retail Order Step-Up Tier 2 \(e)\............  ..............                0.10  ..............  \(f)\ (0.0035)  No Fee.
Retail Order Step-Up Tier 3 \(e)\............  ..............                0.20  ..............  \(f)\ (0.0036)  No Fee.
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and rates that 
currently appear on the Fee Schedule under the Retail Order Tier, 
Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and Retail 
Order Step-Up Tier 3 have been relocated in the table proposed above 
and in proposed footnotes (d) through (f). The Exchange proposes to 
relocate certain rates in footnotes because these rates do not have a 
logical place in the proposed table. The proposed footnotes under the 
proposed new ``Retail Tiers'' table would be as follows:
    \(d)\ ETP Holders that qualify for Retail Order Step-Up Tier 1 are 
subject to the following rates in Tape C:
     ($0.0035) for Adding displayed liquidity.
     $0.0027 for Removing.
     Additional ($0.0002) for Adding non-displayed liquidity.
    \(e)\ ETP Holders that qualify for Retail Order Step-Up Tier 1, 
Retail Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 are subject 
to the following rates:
     No fee charged or credit paid for Retail Orders where each 
side of the executed order (1) shares the same MPID and (2) is a Retail 
Order with a time-in-force of Day.
    \(f)\ This credit applies for Adding displayed liquidity.
    Next, the Exchange proposes to reformat the current MPL Orders 
Tier, MPL Orders Step Up Tier 1 and MPL Orders Step Up Tier 2 
requirements and credits in a table titled ``MPL Orders Tiers'' which 
would appear on the Fee Schedule as follows:

                                                 MPL Order Tiers
----------------------------------------------------------------------------------------------------------------
                                                 Minimum requirement                   Credit for MPL adding
                                   -----------------------------------------------------------------------------
               Tier                                            MPL adding ADV
                                        MPL adding ADV       increase over May        Tape A        Tape B and
                                                                    2019                              Tape C
----------------------------------------------------------------------------------------------------------------
MPL Orders........................  3.0 Million..........  .....................       ($0.0015)       ($0.0020)
                                    1.5 Million..........  .....................        (0.0015)        (0.0015)
MPL Orders Step Up Tier 1.........  .....................  2 Million............        (0.0026)        (0.0026)
MPL Orders Step Up Tier 2.........  .....................  1 Million............        (0.0025)        (0.0025)
----------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and credits that 
currently appear on the Fee Schedule under MPL Orders Tier, MPL Orders 
Step Up Tier 1 and MPL Orders Step Up Tier 2 have been relocated in the 
table proposed above.
    Next, the Exchange proposes to reformat the current Limit Non-
Displayed Step Up Tier requirements and credits in a table titled 
``Limit Non-Displayed Step Up Tier'' which would appear on the Fee 
Schedule as follows:

                     Limit Non-Display Step Up Tier
------------------------------------------------------------------------
                                     Minimum CADV      Credit for limit
                                      requirement        non-displayed
                                 --------------------    orders adding
                                  Limit-non- display -------------------
              Tier                   and MPL order
                                     combined ADV
                                  increase over July       All tapes
                                       2020 (%)
------------------------------------------------------------------------
Limit Non-Display Order Step Up                 0.02           ($0.0004)
 Tier...........................
                                                0.05            (0.0010)
                                                0.10            (0.0015)
                                                0.15            (0.0020)
------------------------------------------------------------------------

    The Exchange notes that each of the requirements and credits that 
currently appear on the Fee Schedule under Limit Non-Displayed Step Up 
Tier have been relocated in the table proposed above.
    Next, the Exchange proposes to reformat the current Tracking Order 
Tier 1 requirement and credit in a table titled

[[Page 60677]]

``Tracking Order Tier'' which would appear on the Fee Schedule as 
follows:

                           Tracking Order Tier
------------------------------------------------------------------------
                                                          Credit for
                                      Minimum ADV       tracking orders
              Tier                    requirement       that result in
                                                          executions
------------------------------------------------------------------------
Tracking Order Tier 1...........  1 Million.........           ($0.0010)
------------------------------------------------------------------------

    The Exchange notes that the requirement and credit that currently 
appears on the Fee Schedule under Tracking Order Tier 1 have been 
relocated in the table proposed above.
    Next, the Exchange proposes to reformat the current Tape B Tier 1, 
Tape B Tier 2, Tape B Tier 3 and Tape B Step Up Tier requirements and 
credits in a table titled ``Tape B Tiers'' which would appear on the 
Fee Schedule as follows:

                                                                      Tape B Tiers
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                   Minimum requirement for tape B                Minimum requirement for     Credit for tape B adding
                                   -------------------------------------------------------------    NYSE arca options    -------------------------------
                                                                                                -------------------------
                                                               Adding                            Market maker electronic
               Tier                  Adding ADV of tape B    increase in      Adding increase    posting volume of TCADV                      Tape B
                                             CADV          tape B of tape        baseline          by OTP holder or OTP    Tape B credit    additional
                                                               B CADV                              firm affiliated with                    credit \(g)\
                                                                                                    the ETP holder (%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Tier 1 \(h)\......................  1.50%................  ..............  ....................  .......................       ($0.0030)  ..............
Tier 2 \(h)\......................  1.00% or.............  ..............  ....................  .......................        (0.0028)  ..............
                                    0.25% above April      ..............  ....................  .......................  ..............  ..............
                                     2020.
Tier 3 \(h)\......................  0.20%................  ..............  ....................                     0.50        (0.0025)  ..............
Step Up...........................  0.50%................              20  Q3 2019.............  .......................  ..............       ($0.0002)
                                    0.50%................              30  Q3 2019.............  .......................  ..............        (0.0003)
                                    0.50%................              40  Q3 2019.............  .......................  ..............        (0.0004)
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The Exchange notes that each of the requirements and credits that 
currently appear on the Fee Schedule under the Tape B Tier 1, Tape B 
Tier 2, Tape B Tier 3 and Tape B Step Up Tier have been relocated in 
the table proposed above and in proposed footnotes (g) and (h). The 
Exchange proposes to relocate certain rates in footnotes because these 
rates do not have a logical place in the proposed table. The proposed 
footnotes under the proposed new ``Tape B Tiers'' table would be as 
follows:
    \(g)\ This credit shall be in addition to the ETP Holder's Tiered 
or Standard credit(s); provided, however, that such combined credit(s) 
in Tape B shall not exceed $0.0032, unless the ETP Holder's Adding Tape 
B ADV increases at least 150% over the ETP Holder's Adding ADV in Q3 
2019, as a percentage of Tape B CADV, in which case the ETP Holder can 
receive a combined credit of up to:
     $0.0033 per share if the ETP Holder is registered as a 
Lead Market Maker or Market Maker in at least 150 Less Active ETPs in 
which it meets at least two Performance Metrics, and has Tape B Adding 
ADV equal to at least 0.65% of Tape B CADV, or
     $0.0034 per share if the ETP Holder is registered as a 
Lead Market Maker or Market Maker in at least 200 Less Active ETPs in 
which it meets at least two Performance Metrics, and has Tape B Adding 
ADV equal to at least 0.70% of Tape B CADV.
    \(h)\ LMMs cannot qualify for this Tier.
    Next, the Exchange proposes a non-substantive change to the 
presentation of the Tier rates applicable to securities with a per 
share price below $1.00. The Exchange proposes a table presentation 
under current section VII titled Tier Rates--Round Lots and Odd Lots 
(Per Share Price below $1.00). The proposed change to section VII would 
appear in the Fee Schedule in one table. More specifically, the 
Exchange proposes to reformat the current Sub-Dollar Adding Step Up 
Tier requirements and credits in a proposed new table titled ``Sub-
Dollar Adding Step Up Tier'' which would appear on the Fee Schedule as 
follows:

[[Page 60678]]



                                         Sub-Dollar Adding Step Up Tier
----------------------------------------------------------------------------------------------------------------
                                                         Minimum requirement        Credit for sub-dollar adding
                                                   -------------------------------  orders of total dollar value
                                                     1 Million adding ADV with a  ------------------------------
                                                     per share price below $1.00
                                                         (``sub-dollar adding
                       Tier                         orders'') and adding increase
                                                     of CADV in sub-dollar adding          All tapes (%)
                                                     orders over July 2020, as a
                                                    percentage of CADV with a per
                                                     share price below $1.00 (%)
----------------------------------------------------------------------------------------------------------------
Sub-Dollar Adding Step Up Tier....................                           0.20                          0.050
                                                                             0.50                          0.100
                                                                             0.75                          0.125
                                                                             1.00                          0.150
----------------------------------------------------------------------------------------------------------------

    The Exchange notes that the requirements and credits that currently 
appear on the Fee Schedule under Sub-Dollar Adding Step Up Tier have 
been relocated in the table proposed above.
    Finally, Section VI of the Fee Schedule currently states that the 
Exchange does not provide any credit for Indications of Interest 
(``IOI''). The Exchange proposes to relocate the reference to no credit 
for IOIs to Section IV of the Fee Schedule titled ``Other Standard 
Rates for Securities with a Per Share Price $1.00 or Above''. 
Specifically, the Exchange proposes to revise the first bullet under 
Section IV. As proposed, the revised bullet would be as follows:
     No fee or credit for Non-Displayed Limit Orders that add 
liquidity or for executions resulting from IOIs.
    The Exchange believes relocating the pricing related to executions 
from IOIs to Section IV is appropriate because the pricing for IOI is 
not tiered. Additionally, since the Exchange does not charge a fee or 
provide a credit, the Exchange believes adding reference to IOIs to the 
existing bullet would add clarity to the Fee Schedule and facilitate 
market participants' understanding of the fees charged for services 
currently offered by the Exchange.
    As noted above, the Exchange is not proposing any substantive 
change to any current fee or credit. The purpose of the proposed rule 
change is to make a non-substantive change to reorganize the 
presentation of the Fee Schedule in order to enhance its clarity and 
transparency, thereby making the Fee Schedule easier to navigate.
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.\11\ Specifically, the 
Exchange believes the proposed rule change is consistent with Section 
6(b)(4) of the Act,\12\ which provides that Exchange rules may provide 
for the equitable allocation of reasonable dues, fees, and other 
charges among its members and other persons using its facilities. 
Additionally, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \13\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4).
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes are reasonable and 
equitable because they are clarifying, and non-substantive and the 
Exchange is not changing any current fees or credits that apply to 
trading activity on the Exchange. Further, the changes are designed to 
make the Fee Schedule easier to read and make it more user-friendly to 
better display the allocation of fees and credits among Exchange 
members. The Exchange believes that this proposed format will provide 
additional transparency of Exchange fees and credits. The Exchange also 
believes that the proposal is non-discriminatory because it applies 
uniformly to all ETP Holders, and again, the Exchange is not making any 
changes to existing fees and credits. The Exchange also believes that 
the proposed change would protect investors and the public interest 
because the reformatted Fee Schedule would make the Fee Schedule more 
accessible and transparent and facilitate market participants' 
understanding of the rates applicable for services currently offered by 
the Exchange. Finally, the Exchange believes that the reformatted Fee 
Schedule, as proposed herein, will be clearer and less confusing for 
investors and will eliminate potential investor confusion, thereby 
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.
    The Exchange believes that the proposed reformatted the Fee 
Schedule is equitable and not unfairly discriminatory because the 
resulting streamlined Fee Schedule would continue to apply to ETP 
Holders as it does currently because the Exchange is not adopting any 
new fees or credits or removing any current fees or credits from the 
Fee Schedule that impact ETP Holders. All ETP Holders would continue to 
be subject to the same fees and credits that currently apply to them.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act,\14\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act.
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    \14\ 15 U.S.C. 78f(b)(8).
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    Intramarket Competition. The Exchange's proposal to reformat its 
Fee Schedule will not place any undue burden on intramarket competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act because all ETP Holders would continue to be subject to the 
same fees and credits that currently apply to them. The Exchange notes 
that the proposal does not change the amount of any current fees or 
rebates, but rather makes clarifying and formatting changes, and 
therefore does not raise any competitive issues. To the extent the 
proposed rule

[[Page 60679]]

change places a burden on competition, any such burden would be 
outweighed by the fact that a streamlined Fee Schedule would promote 
clarity and reduce confusion with respect to the fees and credits that 
ETP Holders would be subject to.
    Intermarket Competition. The Exchange believes the proposed rule 
change does not impose any burden on intermarket competition that is 
not necessary or appropriate in furtherance of the purposes of the Act. 
The Exchange operates in a highly competitive market in which market 
participants can readily choose to send their orders to other exchanges 
and off-exchange venues if they deem fee levels at those other venues 
to be more favorable. Market share statistics provide ample evidence 
that price competition between exchanges is fierce, with liquidity and 
market share moving freely from one execution venue to another in 
reaction to pricing changes.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \15\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \16\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \15\ 15 U.S.C. 78s(b)(3)(A).
    \16\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such 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 under 
Section 19(b)(2)(B) \17\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \17\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSEArca-2021-92 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-NYSEArca-2021-92. 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-NYSEArca-2021-92 and should be submitted 
on or before November 24, 2021.

    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. 2021-23925 Filed 11-2-21; 8:45 am]
BILLING CODE 8011-01-P


