17 CFR § 242.900 - Definitions.

§ 242.900 Definitions.

Terms used in §§ 242.900 through 242.909 that appear in Section 3 of the Exchange Act (15 U.S.C. 78c) have the same meaning as in Section 3 of the Exchange Act and the rules or regulations thereunder. In addition, for purposes of Regulation SBSR (§§ 242.900 through 242.909), the following definitions shall apply:

(a)Affiliate means any person that, directly or indirectly, controls, is controlled by, or is under common control with, a person.

(b)Asset class means those security-based swaps in a particular broad category, including, but not limited to, credit derivatives and equity derivatives.

(c) [Reserved].

(d)Branch ID means the UIC assigned to a branch or other unincorporated office of a participant.

(e)Broker ID means the UIC assigned to a person acting as a broker for a participant.

(f)Business day means a day, based on U.S. Eastern Time, other than a Saturday, Sunday, or a U.S. federal holiday.

(g)Clearing transaction means a security-based swap that has a registered clearing agency as a direct counterparty.

(h)Control means, for purposes of §§ 242.900 through 242.909, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. A person is presumed to control another person if the person:

(1) Is a director, general partner or officer exercising executive responsibility (or having similar status or functions);

(2) Directly or indirectly has the right to vote 25 percent or more of a class of voting securities or has the power to sell or direct the sale of 25 percent or more of a class of voting securities; or

(3) In the case of a partnership, has the right to receive, upon dissolution, or has contributed, 25 percent or more of the capital.

(i)Counterparty means a person that is a direct counterparty or indirect counterparty of a security-based swap.

(j)Counterparty ID means the UIC assigned to a counterparty to a security-based swap.

(k)Direct counterparty means a person that is a primary obligor on a security-based swap.

(l)Direct electronic access has the same meaning as in § 240.13n-4(a)(5) of this chapter.

(m)Exchange Act means the Securities Exchange Act of 1934 (15 U.S.C. 78aet seq.), as amended.

(n)Execution agent ID means the UIC assigned to any person other than a broker or trader that facilitates the execution of a security-based swap on behalf of a direct counterparty.

(o)Foreign branch has the same meaning as in § 240.3a71-3(a)(1) of this chapter.

(p)Indirect counterparty means a guarantor of a direct counterparty's performance of any obligation under a security-based swap such that the direct counterparty on the other side can exercise rights of recourse against the indirect counterparty in connection with the security-based swap; for these purposes a direct counterparty has rights of recourse against a guarantor on the other side if the direct counterparty has a conditional or unconditional legally enforceable right, in whole or in part, to receive payments from, or otherwise collect from, the guarantor in connection with the security-based swap.

(q)Life cycle event means, with respect to a security-based swap, any event that would result in a change in the information reported to a registered security-based swap data repository under § 242.901(c), (d), or (i), including: An assignment or novation of the security-based swap; a partial or full termination of the security-based swap; a change in the cash flows originally reported; for a security-based swap that is not a clearing transaction, any change to the title or date of any master agreement, collateral agreement, margin agreement, or any other agreement incorporated by reference into the security-based swap contract; or a corporate action affecting a security or securities on which the security-based swap is based (e.g., a merger, dividend, stock split, or bankruptcy). Notwithstanding the above, a life cycle event shall not include the scheduled expiration of the security-based swap, a previously described and anticipated interest rate adjustment (such as a quarterly interest rate adjustment), or other event that does not result in any change to the contractual terms of the security-based swap.

(r)Non-mandatory report means any information provided to a registered security-based swap data repository by or on behalf of a counterparty other than as required by §§ 242.900 through 242.909.

(s)Non-U.S. person means a person that is not a U.S. person.

(t)Parent means a legal person that controls a participant.

(u)Participant, with respect to a registered security-based swap data repository, means:

(1) A counterparty, that meets the criteria of § 242.908(b), of a security-based swap that is reported to that registered security-based swap data repository to satisfy an obligation under § 242.901(a);

(2) A platform that reports a security-based swap to that registered security-based swap data repository to satisfy an obligation under § 242.901(a);

(3) A registered clearing agency that is required to report to that registered security-based swap data repository whether or not it has accepted a security-based swap for clearing pursuant to § 242.901(e)(1)(ii); or

(4) A registered broker-dealer (including a registered security-based swap execution facility) that is required to report a security-based swap to that registered security-based swap data repository by § 242.901(a).

(v)Platform means a national securities exchange or security-based swap execution facility that is registered or exempt from registration.

(w)Platform ID means the UIC assigned to a platform on which a security-based swap is executed.

(x)Post-trade processor means any person that provides affirmation, confirmation, matching, reporting, or clearing services for a security-based swap transaction.

(y)Pre-enactment security-based swap means any security-based swap executed before July 21, 2010 (the date of enactment of the Dodd-Frank Act (Pub. L. 111-203, H.R. 4173)), the terms of which had not expired as of that date.

(z)Price means the price of a security-based swap transaction, expressed in terms of the commercial conventions used in that asset class.

(aa)Product means a group of security-based swap contracts each having the same material economic terms except those relating to price and size.

(bb)Product ID means the UIC assigned to a product.

(cc)Publicly disseminate means to make available through the Internet or other electronic data feed that is widely accessible and in machine-readable electronic format.

(dd) [Reserved].

(ee)Registered clearing agency means a person that is registered with the Commission as a clearing agency pursuant to section 17A of the Exchange Act (15 U.S.C. 78q-1) and any rules or regulations thereunder.

(ff)Registered security-based swap data repository means a person that is registered with the Commission as a security-based swap data repository pursuant to section 13(n) of the Exchange Act (15 U.S.C. 78m(n)) and any rules or regulations thereunder.

(gg)Reporting side means the side of a security-based swap identified by § 242.901(a)(2).

(hh)Side means a direct counterparty and any guarantor of that direct counterparty's performance who meets the definition of indirect counterparty in connection with the security-based swap.

(ii)Time of execution means the point at which the counterparties to a security-based swap become irrevocably bound under applicable law.

(jj)Trader ID means the UIC assigned to a natural person who executes one or more security-based swaps on behalf of a direct counterparty.

(kk)Trading desk means, with respect to a counterparty, the smallest discrete unit of organization of the participant that purchases or sells security-based swaps for the account of the participant or an affiliate thereof.

(ll)Trading desk ID means the UIC assigned to the trading desk of a participant.

(mm)Transaction ID means the UIC assigned to a specific security-based swap transaction.

(nn)Transitional security-based swap means a security-based swap executed on or after July 21, 2010, and before the first date on which trade-by-trade reporting of security-based swaps in that asset class to a registered security-based swap data repository is required pursuant to §§ 242.900 through 242.909.

(oo)Ultimate parent means a legal person that controls a participant and that itself has no parent.

(pp)Ultimate parent ID means the UIC assigned to an ultimate parent of a participant.

(qq)Unique Identification Code or UIC means a unique identification code assigned to a person, unit of a person, product, or transaction.

(rr)United States has the same meaning as in § 240.3a71-3(a)(5) of this chapter.

(ss)U.S. person has the same meaning as in § 240.3a71-3(a)(4) of this chapter.

(tt)Widely accessible, as used in paragraph (cc) of this section, means widely available to users of the information on a non-fee basis.

[80 FR 14728, Mar. 19, 2015, as amended at 81 FR 53653, Aug. 12, 2016]