8011-01p
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100414; File No. SR-CboeEDGX-2024-027]
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change to Amend its Rules Relating to the
Continuing Education for Registered Persons as Provided Under Exchange Rule 2.16.01
June 24, 2024.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”),1 and Rule
19b-4 thereunder,2 notice is hereby given that on June 12, 2024, Cboe EDGX Exchange, Inc. (the
“Exchange” or “EDGX”) filed with the Securities and Exchange Commission (the “Commission”)
the proposed rule change as described in Items I and II below, which Items have been prepared by
the Exchange. The Exchange filed the proposal as a “non-controversial” proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act3 and Rule 19b-4(f)(6) thereunder.4 The
Commission is publishing this notice to solicit comments on the proposed rule change from
interested persons.
I.

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule
Change
Cboe EDGX, Inc. (the “Exchange” or “EDGX”) proposes to amend its rules relating to

the Continuing Education for Registered Persons as provided under Exchange Rule 2.16.01. 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/options/regulation/rule_filings/edgx/), at the Exchange’s Office of the
Secretary, and at the Commission’s Public Reference Room.

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

15 U.S.C. 78s(b)(3)(A)(iii).

17 CFR 240.19b-4(f)(6).

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 proposed rule change amends Exchange Rule 2.16.01 to reopen the period by which
certain participants in the Maintaining Qualifications Program (“MQP”) will be able to complete
their prescribed 2022 and 2023 continuing education content.
In 2021, the Financial Industry Regulatory Authority, Inc. (“FINRA”) implemented rule
changes, which amended FINRA’s Continuing Education (“CE”) Program requirements to,
among other things, provide eligible individuals who terminate any of their representative or
principal registration categories the option of maintaining their qualification for any terminated
registration categories by completing annual CE through a new program, the MQP.5 Under
FINRA Rule 1240.01, the MQP designated a look-back provision that, subject to specified
conditions, extended the option to participate in the MQP to individuals who: (1) were registered
as a representative or principal within two years immediately prior to March 15, 2022 (the
implementation date of the MQP); and (2) individuals who were participating in the Financial
Services Affiliate Waiver Program (“FSAWP”)6 under FINRA Rule 1210.09 (Waiver of

See Securities Exchange Act Release No. 93097 (September 21, 2021), 86 FR 53358 (September 27, 2021)
(Order Approving File No. SR-FINRA-2021-015). Other exchanges, including EDGX, subsequently filed
copycat rule filings to align their continuing education rules with those of FINRA. See Securities
Exchange Act Release No. 94527 (March 28, 2022), 87 FR 18825 (March 31, 2022), (SR-CboeEDGX2022-017).

The FSAWP is a waiver program for eligible individuals who have left a member firm to work for a foreign
or domestic financial services affiliate of a member firm. FINRA stopped accepting new participants for

Examinations for Individuals Working for a Financial Services Industry Affiliate of a Member)
immediately prior to March 15, 2022 (collectively, “Look-Back Individuals”).
In 2023, FINRA amended FINRA Rule 1240.01, to provide Look-Back Individuals a
second opportunity to elect to participate in the MQP (the “FINRA Second Enrollment Period”).7
The proposed rule change required that Look-Back Individuals who elect to participate in the
MQP during the FINRA Second Enrollment Period complete any prescribed 2022 and 2023
MQP content by March 31, 2024. Look-Back Individuals who are enrolled in the MQP, similar
to other MQP participants, are able to complete any prescribed CE and renew their annual MQP
participation through their FINRA Financial Professional Gateway (“FinPro”) accounts.
In response to FINRA’s rule changes and to facilitate compliance with the Exchange’s
CE Program requirements by members of multiple exchanges, the Exchange implemented rule
changes to align with FINRA’s CE Program.8 Such rules, among other things, provide eligible
individuals who terminate any of their representative or principal registrations the option of
maintaining their qualification for any of the terminated registrations by completing CE through
the MQP. Further, Exchange Rule 2.16.01 includes a look-back provision that, subject to
specified conditions, extends the option for maintaining qualifications following a registration
category termination to (i) individuals who have been registered as a representative or principal
within two years immediately preceding March 15, 2022, and (ii) individuals who have been
participants of the FSAWP immediately preceding March 15, 2022 implementation (i.e., LookBack Individuals). Exchange Rule 2.16.01 also provided Look-Back Individuals with a second
enrollment period, between October 19, 2023, and December 31, 2023 (the “Exchange Second
Enrollment Period”). Exchange Rule 2.16.01 requires that Look-Back Individuals who elect to

the FSAWP beginning on March 15, 2022; however, individuals who were already participating in the
FSAWP prior to that date had the option of continuing in the FSAWP.
See Securities Exchange Act Release No. 97184 (March 22, 2023), 88 FR 18359 (March 28, 2023) (SRFINRA-2023-005).

See Rules 2.16(c), 2.16.01, and 2.16.02.

participate in the MQP during the Exchange Second Enrollment Period complete any prescribed
2022 and 2023 MQP content by March 31, 2024.9
FINRA recently submitted a proposal related to its CE Program (the “FINRA Rule
Change”).10 The proposal set forth changes to FINRA Rule 1240.01, to provide Look-Back
Individuals enrolled in the MQP in both 2022 and 2023 who did not complete their prescribed
2022 and 2023 CE content as of March 31, 2024, the opportunity to complete such content
between May 22, 2024, and July 1, 2024, to be eligible to continue their participation in the
MQP.11 In addition, the proposed rule change provides that any such individuals who will have
completed their prescribed 2022 and 2023 CE content between March 31, 2024, and May 22,
2024, will be deemed to have completed such content by July 1, 2024, for purposes of the rule.
In the FINRA Rule Change, FINRA noted that FINRA sent multiple reminders, including
a March 16, 2024 email, to Look-Back Individuals who had enrolled in the MQP but had not
completed their prescribed CE to remind them of the March 31, 2024 deadline. In the FINRA
Rule Change, FINRA further noted that in the week leading up to the deadline, FINRA noticed
that several thousand of those individuals were renewing their participation in the MQP for 2024
instead of completing their prescribed CE.12 Per the FINRA Rule Change, FINRA believes that
some of those individuals may have been confused by the layout of their FinPro accounts.
Specifically, if they selected the 2024 renewal banner, which was prominently displayed on their
FinPro accounts, and completed the renewal process, they would not have been automatically

The Exchange determined to treat the individuals who enrolled during the first period (between January 31,
2022, and March 15, 2022) the same as those who enrolled during the second period (between October 19,
2023, and December 31, 2023) for purposes of the March 31, 2024, deadline for completion of prescribed
2022 and 2023 CE content. This is because those who had enrolled in the MQP during the first period
satisfied all of the eligibility criteria for enrollment during the second period and would have been able to
complete their prescribed CE content by March 31, 2024, had they chosen to enroll during the second
period instead of enrolling during the first period.

See Securities Exchange Act Release No. 100067 (May 6, 2024), 89 FR 40520 (May 10, 2024) (SRFINRA-2024-006).

This would include any Look-Back Individuals who were still in the process of completing their prescribed
CE content as of March 31, 2024.

Look-Back Individuals who enrolled in the MQP have until December 31, 2024, to renew their
participation in the MQP for 2024, provided that they complete their prescribed CE by the stated deadline.

redirected to complete any prescribed CE. Therefore, individuals may have inadvertently
assumed that completion of the renewal process alone would have satisfied all of the necessary
requirements to continue their participation in the MQP.13
For similar reasons and to facilitate compliance with the Exchange’s CE Program
requirements by members of multiple exchanges, the Exchange is also proposing to amend its
rules (i.e., Exchange Rule 2.16.01) to provide Look-Back Individuals enrolled in the MQP in
both 2022 and 2023 who did not complete their prescribed 2022 and 2023 CE content as of
March 31, 2024, the opportunity to complete such content between the effective date of this
filing, and July 1, 2024, to be eligible to continue their participation in the MQP.14 In addition,
the proposed rule change provides that any such individuals who will have completed their
prescribed 2022 and 2023 CE content between March 31, 2024, and the effective date of this
filing, will be deemed to have completed such content by July 1, 2024, for purposes of the rule.
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.15 Specifically, the
Exchange believes the proposed rule change is consistent with the Section 6(b)(5)16 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

According to FINRA, a number of these individuals contacted FINRA to confirm whether they were
required to satisfy any additional requirements other than completing the 2024 renewal. To provide
FINRA with additional time to assess the situation, FINRA temporarily changed the March 31, 2024, due
date for CE completion in its systems. This may have compounded the confusion because any Look-Back
Individual who may have logged into their FinPro account during this time would have seen an interim CE
completion date and would have been able to complete their prescribed CE content based on that interim
CE completion date.

This would include any Look-Back Individuals who were still in the process of completing their prescribed
CE content as of March 31, 2024.

15 U.S.C. 78f(b).

15 U.S.C. 78f(b)(5).

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)17 requirement that the rules of an exchange not be designed
to permit unfair discrimination between customers, issuers, brokers, or dealers.
The Exchange believes that reopening the period by which Look-Back Individuals will be
able to complete their prescribed 2022 and 2023 CE content is appropriate under the
circumstances. As FINRA noted in the FINRA Rule Change, Look-Back Individuals who had
enrolled in the MQP in 2022 and 2023 but had not completed their prescribed 2022 and 2023 CE
content by the March 31, 2024 deadline may have been confused, as described above. The
Exchange believes that participation in the MQP reduces unnecessary impediments to
requalification for these individuals without diminishing investor protection. In addition, the
proposed rule change is consistent with other goals, such as the promotion of diversity and
inclusion in the securities industry by attracting and retaining a broader and diverse group of
professionals. The MQP also allows the industry to retain expertise from skilled individuals,
providing investors with the advantage of greater experience among the individuals working in
the industry. The Exchange believes that reopening the CE completion period, as proposed, will
further these goals and objectives.
Further, the Exchange believes the proposed amendments reduce the possibility of a
regulatory gap between Exchange and FINRA rules, providing more uniform standards across
the securities industry. The Exchange believes that the proposed rule change will bring
consistency and uniformity with FINRA’s recently amended CE Program, which will, in turn,
assist members and their associated persons in complying with these rules and improve
regulatory efficiency. The proposed rule changes make ministerial changes to the Exchange’s

Id.

CE rules to align them with the CE rules of FINRA, in order to prevent unnecessary regulatory
burdens and to promote efficient administration of the rules.
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 believes that the proposed rule changes which are, in all material respects, based upon
and substantially similar to, recent rule changes adopted by FINRA, will reduce the regulatory
burden placed on market participants engaged in trading activities across different markets. The
Exchange believes that the harmonization of the CE Program requirements across the various
markets will reduce burdens on competition by removing impediments to participation in the
national market system and promoting competition among participants across the multiple
national securities exchanges.
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
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
Act18 and Rule 19b-4(f)(6) thereunder.19

15 U.S.C. 78s(b)(3)(A).

17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 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. The Exchange has satisfied this
requirement.

A proposed rule change filed under Rule 19b-4(f)(6)20 normally does not become
operative prior to 30 days after the date of the filing. However, pursuant to Rule
19b4(f)(6)(iii),21 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 proposed rule change may become operative upon
filing. The Exchange, like FINRA, requests that the proposed rule change become operative as
quickly as possible so FINRA, on behalf of the Exchange, can communicate the rule change to
impacted individuals in a timely manner. Waiver of the operative delay would allow the
Exchange to implement the proposed changes to its CE rules without delay, thereby eliminating
the possibility of a significant regulatory gap between the FINRA and the Exchange rules,
providing more uniform standards across the securities industry, and helping to avoid confusion
for Exchange members that are also FINRA members. For these reasons, the Commission
believes that waiving the 30-day operative delay is consistent with the protection of investors and
the public interest. Therefore, the Commission hereby waives the operative delay and designates
the proposal operative upon filing.22
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 under Section 19(b)(2)(B)23 of the Act to determine
whether the proposed rule change should be approved or disapproved.

17 CFR 240.19b-4(f)(6).

17 CFR 240.19b-4(f)(6)(iii).

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).

15 U.S.C. 78s(b)(2)(B).

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 (https://www.sec.gov/rules/sro.shtml); or

•

Send an email to rule-comments@sec.gov. Please include file number SR-CboeEDGX2024-027 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-CboeEDGX-2024-027. 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 (https://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 the filing also will be available for inspection and copying at the principal office
of the Exchange. Do not include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We may redact in part or
withhold entirely from publication submitted material that is obscene or subject to copyright
protection.

All submissions should refer to file number SR-CboeEDGX-2024-027 and should be submitted
on or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE
FEDERAL REGISTER].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.24
Vanessa A. Countryman,
Secretary.

[FR Doc. 2024-14216 Filed: 6/27/2024 8:45 am; Publication Date: 6/28/2024]

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