[Federal Register Volume 88, Number 48 (Monday, March 13, 2023)]
[Notices]
[Pages 15473-15476]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-05041]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97062; File No. SR-FINRA-2023-002]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Extend the Implementation Date of Certain 
Amendments to FINRA Rule 4210 Approved Pursuant to SR-FINRA-2015-036

March 7, 2023.
    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 February 24, 2023, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by FINRA. FINRA has designated 
the proposed rule change as constituting a ``non-controversial'' rule 
change under paragraph (f)(6) of

[[Page 15474]]

Rule 19b-4 under the Act,\3\ which renders the proposal effective upon 
receipt of this filing by the Commission. 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.
    \3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to extend, to October 25, 2023, the 
implementation date of the amendments to FINRA Rule 4210 (Margin 
Requirements) pursuant to SR-FINRA-2015-036, other than the amendments 
pursuant to SR-FINRA-2015-036 that were implemented on December 15, 
2016. The proposed rule change would not make any changes to the text 
of FINRA rules.
    The text of the proposed rule change is available on FINRA's 
website at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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 October 6, 2015, FINRA filed with the Commission proposed rule 
change SR-FINRA-2015-036, which proposed to amend FINRA Rule 4210 to 
establish margin requirements for (1) To Be Announced (``TBA'') 
transactions, inclusive of adjustable rate mortgage (``ARM'') 
transactions; (2) Specified Pool Transactions; and (3) transactions in 
Collateralized Mortgage Obligations (``CMOs''), issued in conformity 
with a program of an agency or Government-Sponsored Enterprise 
(``GSE''), with forward settlement dates, as defined more fully in the 
filing (collectively, ``Covered Agency Transactions''). The Commission 
approved SR-FINRA-2015-036 on June 15, 2016 (the ``Approval Date'').\4\
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    \4\ See Securities Exchange Act Release No. 78081 (June 15, 
2016), 81 FR 40364 (June 21, 2016) (Notice of Filing of Amendment 
No. 3 and Order Granting Accelerated Approval to a Proposed Rule 
Change to Amend FINRA Rule 4210 (Margin Requirements) to Establish 
Margin Requirements for the TBA Market, as Modified by Amendment 
Nos. 1, 2, and 3; File No. SR-FINRA-2015-036).
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    Pursuant to Partial Amendment No. 3 to SR-FINRA-2015-036, FINRA 
announced in Regulatory Notice 16-31 that the rule change would become 
effective on December 15, 2017, 18 months from the Approval Date, 
except that the risk limit determination requirements as set forth in 
paragraphs (e)(2)(F), (e)(2)(G) and (e)(2)(H) of Rule 4210 and in new 
Supplementary Material .05, each as respectively amended or established 
by SR-FINRA-2015-036 (collectively, the ``risk limit determination 
requirements''), would become effective on December 15, 2016, six 
months from the Approval Date.\5\
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    \5\ See Partial Amendment No. 3 to SR-FINRA-2015-036 and 
Regulatory Notice 16-31 (August 2016), both available at: 
<www.finra.org>.
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    Industry participants sought clarification regarding the 
implementation of the requirements pursuant to SR-FINRA-2015-036. 
Industry participants also requested additional time to make system 
changes necessary to comply with the requirements, including time to 
test the system changes, and requested additional time to update or 
amend margining agreements and related documentation. In response, 
FINRA made available a set of Frequently Asked Questions & Guidance \6\ 
and, pursuant to SR-FINRA-2017-029,\7\ extended the implementation date 
of the requirements of SR-FINRA-2015-036 to June 25, 2018, except for 
the risk limit determination requirements, which, as announced in 
Regulatory Notice 16-31, became effective on December 15, 2016.
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    \6\ See Responses to Frequently Asked Questions Regarding 
Covered Agency Transactions Under FINRA Rule 4210, at: <https://www.finra.org/rules-guidance/guidance/faqs/responses-frequently-asked-questions-regarding-covered-agency-transactions-under-finra-rule>. Further, staff of the SEC's Division of Trading and Markets 
made available a set of Frequently Asked Questions regarding 
Exchange Act Rule 15c3-1 and Rule 15c3-3 in connection with Covered 
Agency Transactions under FINRA Rule 4210, also available at: 
<https://www.finra.org/rules-guidance/guidance/faqs/responses-frequently-asked-questions-regarding-covered-agency-transactions-under-finra-rule>.
    \7\ See Securities Exchange Act Release No. 81722 (September 26, 
2017), 82 FR 45915 (October 2, 2017) (Notice of Filing and Immediate 
Effectiveness of a Proposed Rule Change to Delay the Implementation 
Date of Certain Amendments to FINRA Rule 4210 Approved Pursuant to 
SR-FINRA-2015-036; File No. SR-FINRA-2017-029); see also Regulatory 
Notice 17-28 (September 2017).
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    Industry participants requested that FINRA reconsider the potential 
impact of certain requirements pursuant to SR-FINRA-2015-036 on smaller 
and mid-sized firms. Industry participants also requested that FINRA 
extend the implementation date pending such reconsideration. In 
response to these concerns, FINRA further extended the implementation 
date of the requirements of SR-FINRA-2015-036, other than the risk 
limit determination requirements, most recently to April 24, 2023 (the 
``April 24, 2023 implementation date''),\8\ and, informed by extensive 
dialogue, both with industry participants and other regulators, 
including the staff of the SEC and the Federal Reserve System, FINRA 
proposed amendments to the requirements of SR-FINRA-2015-036 (the 
``Proposed Amendments'').\9\
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    \8\ See Securities Exchange Act Release No. 95456 (August 9, 
2022), 87 FR 50130 (August 15, 2022) (Notice of Filing and Immediate 
Effectiveness of a Proposed Rule Change to Extend the Implementation 
Date of Certain Amendments to FINRA Rule 4210 Approved Pursuant to 
SR-FINRA-2015-036; File No. SR-FINRA-2022-023).
    \9\ See Securities Exchange Act Release No. 91937 (May 19, 
2021), 86 FR 28161 (May 25, 2021) (Notice of Filing of a Proposed 
Rule Change to Amend the Requirements for Covered Agency 
Transactions Under FINRA Rule 4210 (Margin Requirements) as Approved 
Pursuant to SR-FINRA-2015-036; File No. SR-FINRA-2021-010). See also 
Partial Amendment No. 1 to SR-FINRA-2021-010, and Letter from Adam 
Arkel, Associate General Counsel, Office of General Counsel, FINRA, 
to Vanessa Countryman, Secretary, SEC, dated September 16, 2021, 
both available at: <www.finra.org>.
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    The SEC, pursuant to delegated authority, approved the Proposed 
Amendments on January 20, 2022; \10\ however, the Commission has stated 
that, in accordance with Rule 431(e) of the Commission's Rules of 
Practice, the delegated action approving the Proposed Amendments is 
stayed until the Commission orders otherwise (the ``stay'').\11\ FINRA 
believes it is appropriate, in the interest of regulatory clarity 
pending the stay, to adjust the

[[Page 15475]]

implementation of the requirements pursuant to SR-FINRA-2015-036. As 
such, FINRA is proposing to extend the April 24, 2023 implementation 
date to October 25, 2023. FINRA notes that the stay on the delegated 
action approving the Proposed Amendments applies only to the Proposed 
Amendments and does not affect the amendments approved pursuant to SR-
FINRA-2015-036. FINRA further notes that the risk limit determination 
requirements pursuant to SR-FINRA-2015-036 became effective on December 
15, 2016, and, as such, are not affected by the proposed rule change.
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    \10\ See Securities Exchange Act Release No. 94013 (January 20, 
2022), 87 FR 4076 (January 26, 2022) (Order Granting Approval of a 
Proposed Rule Change, as Modified by Amendment No. 1, to Amend the 
Requirements for Covered Agency Transactions Under FINRA Rule 4210 
(Margin Requirements) as Approved Pursuant to SR-FINRA-2015-036).
    \11\ See Letter from J. Matthew DeLesDernier, Assistant 
Secretary, SEC, to Adam Arkel, Associate General Counsel, FINRA, 
dated January 27, 2022, available at: >sec.gov<. See also Securities 
Exchange Act Release No. 94724 (April 14, 2022), 87 FR 23287 (April 
19, 2022) (Order Granting Petition for Review and Scheduling Filing 
of Statements; In the Matter of Financial Industry Regulatory 
Authority, Inc. Regarding an Order Granting the Approval of Proposed 
Rule Change, as Modified by Amendment No. 1, To Amend the 
Requirements for Covered Agency Transactions Under FINRA Rule 4210 
(Margin Requirements) as Approved Pursuant to SR-FINRA-2015-036).
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    FINRA has filed the proposed rule change for immediate 
effectiveness and has requested that the Commission waive the 
requirement that the proposed rule change not become operative for 30 
days after the date of the filing. The operative date will be the date 
of filing of the proposed rule change.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\12\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. FINRA believes that the proposed rule change serves 
the interest of regulatory clarity in the Covered Agency Transaction 
market pending the stay. FINRA believes that this will thereby protect 
investors and the public interest by helping to promote stability in 
the Covered Agency Transaction market.
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    \12\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. FINRA believes that extending 
the April 24, 2023 implementation date to October 25, 2023, pending the 
stay, will help to provide clarity to industry participants and to 
promote stability in the Covered Agency Transaction market, thereby 
benefiting all parties.

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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \13\ and Rule 19b-
4(f)(6) thereunder.\14\
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    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally 
does not become operative for 30 days after the date of filing. 
However, pursuant to Rule 19b-(f)(6)(iii),\16\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. FINRA has requested 
that the Commission waive the 30-day operative delay so that the 
proposal may become operative upon filing. FINRA has stated that the 
proposed rule change will help to provide clarity to industry 
participants and to promote stability in the Covered Agency Transaction 
market pending further Commission action on the Proposed Amendments.
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    \15\ 17 CFR 240.19b-4(f)(6)
    \16\ 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-
4(f)(6)(iii) requires a self-regulatory organization to give the 
Commission written notice of its 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. FINRA has satisfied this requirement.
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    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because the proposal to extend the implementation date of the 
amendments to Rule 4210 pursuant to SR-FINRA-2015-036 (other than the 
amendments pursuant to SR-FINRA-2015-036 that were implemented on 
December 15, 2016) does not raise any new or novel issues and will 
reduce any potential uncertainty in the Covered Agency Transaction 
market. Therefore, the Commission hereby waives the 30-day operative 
delay requirement and designates the proposed rule change as operative 
upon filing.\17\
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    \17\ For purposes 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).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to sec.gov">[email protected]sec.gov. Please include 
File Number SR-FINRA-2023-002 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-FINRA-2023-002. 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 a.m. and 3 
p.m. Copies of such filing also will be available for inspection and 
copying at the principal office of FINRA.
    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

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that you wish to make available publicly.
    All submissions should refer to File Number SR-FINRA-2023-002 and 
should be submitted on or before April 3, 2023.

    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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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05041 Filed 3-10-23; 8:45 am]
BILLING CODE 8011-01-P


