[Federal Register Volume 79, Number 15 (Thursday, January 23, 2014)]
[Notices]
[Pages 3897-3900]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-01249]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71327; File No. SR-BATS-2014-003]


Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change, as Modified by Amendment No. 1 
Thereto, To Modify the BATS Options Opening Process

January 16, 2014.
    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 January 6, 2014, BATS Exchange, Inc. (the ``Exchange'' or 
``BATS'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. On January 
16, 2014, the Exchange filed Amendment No. 1 to the proposed rule 
change.\3\ The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange corrected a typographical 
error contained in its original submission related to its 
description of how the Exchange's Rule 20.6, governing Obvious 
Errors, currently operates.
---------------------------------------------------------------------------

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

    The Exchange filed a proposal to amend Rule 20.3, entitled 
``Trading Halts,'' Rule 20.4, entitled ``Resumption of Trading After a 
Halt,'' and Rule 21.7, entitled ``Market Opening Procedures'' in order 
to modify the manner in which the Exchange's equity options trading 
platform (``BATS Options'') opens trading at the beginning of the day 
and after trading halts.
    The text of the proposed rule change is available at the Exchange's 
Web site at http://www.batstrading.com, at the principal office of the 
Exchange, at the Commission's Public Reference Room, and at the 
Commission's Web site at http://www.sec.gov.

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 parts of such 
statements.

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

1. Purpose
    The purpose of the proposed rule changes is to amend Exchange Rules 
20.3, 20.4, and 21.7 in order to allow BATS Options to accept orders 
and quotes in all options series prior to the first transaction in the 
underlying security on the primary listing market and during a halt, as 
well as to establish a process for matching such orders immediately 
prior to the opening of trading in such options series.
    Currently, BATS Options does not accept any orders or quotes while 
trading is not open in an options class. This includes both prior to 
the first transaction in the underlying security on the primary listing 
market and during a halt. BATS Options currently opens trading in 
options: (i) After the first transaction on the primary listing market 
after 9:30 a.m. Eastern Time in the securities underlying the options 
as reported on the first print disseminated pursuant to an effective 
national market system plan; or (ii) any time after 9:30 a.m. Eastern 
Time where the Exchange determines that the interests of a fair and 
orderly market are best served by opening trading in the options 
contracts. With respect to index options, trading opens at 9:30 a.m. 
Eastern Time. The Exchange may also delay the commencement of trading 
in any class of options in the interests of a fair and orderly market. 
Upon a halt, the Exchange currently cancels all orders and quotes and 
trading does not resume upon the determination by the Exchange that the 
conditions that led to the halt are no longer present or that the 
interests of a fair and orderly market are best served by a resumption 
of trading, as provided under Rule 20.4.
    The Exchange is proposing to amend its Rules in order to accept 
orders and quotes before trading is open for a given options series. 
Specifically, the Exchange is proposing to begin accepting orders and 
quotes in all series at 8:00 a.m. Eastern Time and immediately upon a 
Regulatory Halt \4\ and will continue to accept orders and quotes until 
such time as the Opening Process \5\ is initiated. Such orders and 
quotes will be queued for participation in the Opening Process, as 
further described below, and will not be eligible for execution until 
the Opening Process occurs. The Exchange will not accept IOC or WAIT 
orders for queuing prior to the completion of the Opening Process. 
Limit orders queued during this time will be disseminated via the 
Options Price Reporting Authority as non-firm quotes and via BATS 
Multicast PITCH. Market orders queued during this time will not be 
disseminated. Where trading is halted pursuant to Rule 20.3, but it is 
not due to a Regulatory Halt, there will be no Order Entry Period and 
trading will be resumed upon the determination by the Exchange that the 
conditions which led to the halt are no longer present or that the 
interests of a fair and orderly market are best served by a resumption 
of trading.
---------------------------------------------------------------------------

    \4\ As defined in proposed Rule 21.7(a), Regulatory Halt means 
trading being halted in an option series due to the primary listing 
market for the applicable underlying security declaring a regulatory 
trading halt, suspension, or pause with respect to such security.
    \5\ As defined in proposed Rule 21.7(a).
---------------------------------------------------------------------------

    The Exchange is also proposing to amend Rule 20.3(b) such that, 
upon a halt, all orders will be cancelled unless a User has entered 
instructions not to cancel its orders, at which point the System would 
queue such orders as part of the Order Entry Period.\6\ The Exchange is 
also proposing to amend Rule 20.4 in order to reference Rule 21.7 as 
the process for which trading in an option that has been the subject of 
a halt shall be resumed.
---------------------------------------------------------------------------

    \6\ As defined in proposed Rule 21.7(a).
---------------------------------------------------------------------------

    As described above, the Exchange is proposing to accept orders and 
quotes prior to trading opening for a given series. Where there are no 
contracts in a particular series that would execute at any price at the 
time that the Exchange would determine the Opening Price,\7\ the 
Exchange will open such options for trading without determining an 
Opening Price. Where there is a price at which at least one contract 
would execute, the Exchange proposes that within thirty seconds after 
the First Listing Market Transaction \8\ or the Regulatory Halt

[[Page 3898]]

being lifted, it will determine the Opening Price as follows: (i) The 
NBBO Midpoint; \9\ (ii) where there is no NBBO Midpoint at a Valid 
Price (as defined below), the last Print \10\ in the series; or (iii) 
where there is both no NBBO Midpoint and no Print at a Valid Price, the 
Previous Close.\11\ Where the NBBO Midpoint would be at a sub-penny 
increment, the Exchange will instead use the next highest non sub-penny 
increment as the NBBO Midpoint. For example, where the NBBO is $3.00 x 
$3.03, the Exchange will use $3.02 as the NBBO Midpoint instead of 
$3.015.
---------------------------------------------------------------------------

    \7\ As defined in proposed Rule 21.7(a)(1), Opening Price means 
the single price at which a particular option series will be opened.
    \8\ As defined in proposed Rule 21.7(a), First Listing Market 
Transaction means the first transaction on the primary listing 
market after 9:30 a.m. Eastern Time in the securities underlying the 
options as reported on the first print disseminated pursuant to an 
effective national market system plan.
    \9\ As defined in proposed Rule 21.7(a)(1)(A), the NBBO Midpoint 
means the midpoint of the National Best Bid and the National Best 
Offer.
    \10\ As defined in proposed Rule 21.7(a)(1)(B), Print means a 
regular way print disseminated pursuant to the OPRA Plan after 9:30 
a.m. Eastern Time.
    \11\ As defined in proposed Rule 21.7(a)(1)(C), Previous Close 
means the last regular way transaction from the previous trading day 
as disseminated pursuant to the OPRA Plan.
---------------------------------------------------------------------------

    A Print, NBBO Midpoint, and Previous Close will be at a Valid Price 
where: (i) There is no NBB and no NBO; (ii) there is either a NBB and 
no NBO or a NBO and no NBB and the price is equal to or greater than 
the NBB or equal to or less than the NBO; or (iii) there is both a NBB 
and NBO, the price is equal to or within the NBBO, and the price is 
less than the following Minimum Amount away from the NBB or NBO for the 
series:

------------------------------------------------------------------------
                                                                Minimum
                             NBB                                 amount
------------------------------------------------------------------------
Below $2.00..................................................      $0.25
$2.00 to $5.00...............................................       0.40
Above $5.00 to $10.00........................................       0.50
Above $10.00 to $20.00.......................................       0.80
Above $20.00 to $50.00.......................................       1.00
Above $50.00 to $100.00......................................       1.50
Above $100.00................................................       2.00
------------------------------------------------------------------------

These thresholds are based on the standards from Rule 20.6 that define 
``Obvious Errors'' and will prevent the cancellation of trades 
participating in the Opening Process due to an Obvious Error. Under 
Rule 20.6, an Obvious Error will be deemed to have occurred where: (i) 
A party notifies the Exchange of its belief that it participated in a 
transaction that was the result of an Obvious Error; and (ii) the 
execution price of a transaction is higher or lower than the 
``Theoretical Price'' (i.e., the NBB with respect to a sell transaction 
and NBO with respect to a buy transaction) for the series by an amount 
equal to at least the amount shown in the chart above (as determined by 
the Theoretical Price instead of exclusively the NBB). Thus, where a 
party does not notify the Exchange of a transaction occurring as the 
result of an Obvious Error, the transaction will not be adjusted or 
busted.
    As proposed, the Exchange believes that the thresholds will prevent 
Obvious Error transactions by ensuring that the Opening Price will 
always be within the Minimum Amount from either the NBB or NBO. For 
example, where the NBBO is $1.65 x $2.25, the Opening Price can be from 
$1.65-$1.90 or from $2.00-$2.25. The NBBO Midpoint would be $1.95, 
which does not fall within either of those windows, so the Exchange 
would not use the NBBO Midpoint as the Opening Price. Where the last 
Print is at $1.75, the Opening Price will be $1.75. Where orders are 
executed at the Opening Price, the transaction would not qualify as an 
Obvious Error transaction because it occurred only $0.10 away from the 
NBB. In effect, this means that where the spread between the NBBO is 
greater than twice the size of the Minimum Amount, then the NBBO 
Midpoint cannot be the Opening Price. The Exchange believes that this 
is the best method to prevent the determination of the Opening Price 
from being based on an overly wide NBBO. Such protection is necessary 
where the NBBO is very wide, for instance where the NBBO is $0.01 x 
$100.00, and thus either the NBB or the NBO is a price more reflective 
of the market than the NBBO Midpoint, especially when the Opening Price 
is based on the last sale. In such a situation the price at which the 
option was previously trading, whether closer to $0.01 or $100.00, is a 
more appropriate benchmark than to base the Opening Price on the $50.01 
NBBO Midpoint. Based on the foregoing, the Exchange believes that 
creating a threshold that aligns with the standards from Rule 20.6 
related to Obvious Error is the most logical threshold in order to 
prevent an Opening Price based on an overly wide NBBO and to prevent 
the cancellation of orders participating in the Opening Process as 
Obvious Errors.
    Such thresholds are based on the NBB instead of the NBO so that the 
Minimum Amount will always be the smaller Minimum Amount where the NBB 
and NBO would result in different Minimum Amounts. Using the example 
from above, where the NBBO is $1.65 x $2.25, the Exchange would apply a 
Minimum Amount of $0.25, meaning that a Valid Price would be between 
$1.65 and $1.90 or between $2.00 and $2.25. If the Exchange were to use 
the NBO as the basis for determining a Minimum Amount, the Minimum 
Amount would be $0.40 and a Valid Price would be any price between 
$1.65 and $2.25, meaning that the Opening Price could be $1.95, which 
would provide both the selling party and buying party to an execution 
with a basis for notifying the Exchange of an Obvious Error 
transaction.
    Where there is no NBBO Midpoint, no Print, and no Previous Close at 
a Valid Price, the Exchange proposes to have the discretion, depending 
on the circumstances, to extend the Order Entry Period or open the 
series for trading. Where the Exchange decides to extend the Order 
Entry Period, the Order Entry Period will be extended for a period of 
30 seconds or less at which point the System will attempt to determine 
the Opening Price again. Where the Exchange decides to open the series 
for trading pursuant to this discretion and there is at least one price 
level at which at least one contract of a limit order could be 
executed, the Exchange will cancel all orders that are priced equal to 
or more aggressively than the midpoint of the most aggressively priced 
bid and the most aggressively priced offer. For example, where the 
Exchange receives bids of $10.04, $10.06, and $10.07 along with offers 
of $10.03 and $10.07, but there is no NBBO Midpoint, no Print, and no 
Previous Close and the Exchange intends to open trading in the series, 
the Exchange would calculate the midpoint of the most aggressive bid 
($10.07) and the most aggressive offer ($10.03), which would be $10.05. 
The Exchange would then cancel any orders priced equal to or more 
aggressively than $10.05, which means that the $10.06 and $10.07 bids 
would be cancelled along with the $10.03 offer. The $10.04 bid and 
$10.07 offer would then become eligible for trading on BATS Options 
when the series opens for trading.
    After determining an Opening Price that is also a Valid Price, 
orders and quotes that are priced equal to or more aggressively than 
the Opening Price will be matched based on price-time priority and in 
accordance with BATS Rule 21.8. All orders and quotes or portions 
thereof that are matched pursuant to the Opening Process will be 
executed at the Opening Price. Where a limit order or any portion 
thereof that is priced equal to or more aggressively than the Opening 
Price is not executed during the Opening Process, the unexecuted 
portion of that order will be cancelled. Similarly, all market orders 
that are not executed in the Opening Process will be cancelled. 
Finally, all orders and quotes that have not been executed or 
cancelled, including where no orders are matched at the Opening Price, 
shall

[[Page 3899]]

become eligible for trading on BATS Options immediately following the 
completion of the Opening Process.
    The Exchange is proposing to delete existing Rule 21.7(b), as 
further described below, to replace it with existing language regarding 
index options from Rule 21.1(a) and to add details about how index 
options will be reopened after a trading halt. Specifically, the 
Exchange is proposing to open index options in exactly the manner as 
they open under the current rule: the Exchange will begin accepting 
orders in index options when such options open for trading at 9:30 a.m. 
Eastern Time. Further, the Exchange is proposing to add rule text such 
that, where trading in index options is halted for any reason, the 
System shall open such options for trading upon the determination by 
the Exchange that the conditions which led to the halt are no longer 
present or that the interests of a fair and orderly market are best 
served by a resumption of trading, which is identical to the way that 
index options open after a halt under the current rule. Such language 
is very similar to existing language in current Rule 20.4 regarding the 
resumption of trading after a halt and is intended to make clear that 
trading in index options is not subject to the Opening Process 
described in Rule 21.7(a) after a trading halt.
    The Exchange is proposing to amend Rule 21.7(c) in order to allow 
the Exchange to retain discretion in deviating from the standard 
Opening Process where it is necessary in the interests of a fair and 
orderly market. Currently, Rule 21.7(b) states that in the event the 
underlying security has not opened within a reasonable time after 9:30 
a.m. Eastern Time, the Exchange shall make an inquiry to determine the 
cause of the delay, which is discussed further below. Rule 21.7(b) also 
permits the Exchange to open trading in options contracts even if the 
underlying security has yet to open for trading on the primary listing 
market for such security if the Exchange determines that the interests 
of a fair and orderly market are best served by opening trading in the 
options contracts. In addition, Rule 21.7(c) provides that the Exchange 
may delay the commencement of trading in any class of options in the 
interests of a fair and orderly market.
    The Exchange is proposing to delete the language in both 21.7(b) 
and (c) related to moving up or delaying the opening in options 
contracts based on the interests of a fair and orderly market and, 
instead, provide that the Exchange may deviate from the standard manner 
of the Opening Process, including delaying the Opening Process in any 
option class, when it believes it is necessary in the interests of a 
fair and orderly market. As proposed, Rule 21.7(c) would allow the 
Exchange to open trading in options contracts prior to the First 
Listing Market Transaction and also delay the commencement of trading 
in any class of options, so long as it is in the interests of a fair 
and orderly market. Further, proposed Rule 21.7(c) would provide the 
Exchange with discretion to manage the Opening Process in the event of 
unanticipated circumstances occurring around 9:30 a.m. Eastern Time or 
a halt being lifted.
    Further, the Exchange is proposing to delete the text from Rule 
21.7(b) that states that in the event the underlying security has not 
opened within a reasonable time after 9:30 a.m. Eastern Time, the 
Exchange shall make an inquiry to determine the cause of the delay, 
because the Exchange believes that the language is somewhat unclear and 
would also be duplicative, as proposed. As written, Rule 21.7(b) 
appears to require the Exchange to make an inquiry to determine the 
cause of a delay in a day in which trading has not opened in an 
underlying security. However, the Exchange believes that, practically, 
the ``reasonable time'' standard permits the Exchange to not inquire 
into all delays. For instance, an underlying security with low trading 
volume may not have a First Listing Market Transaction for an entire 
trading day and the Exchange could determine that a reasonable time for 
the First Listing Market Transaction to occur in such security could be 
the entire trading day. Further, in the event that the Exchange would 
begin trading of options contracts for an underlying security for which 
the First Listing Market Transaction has not occurred, the Exchange 
would have to make an inquiry of some kind in order to determine that 
it is necessary in the interests of a fair and orderly market to open 
trading in options on such underlying security. As such, the Exchange 
believes that the requirement is without practical effect and the 
Exchange is proposing to delete the text from Rule 21.7(b).
2. Statutory Basis
    The rule change proposed in this submission is consistent with the 
requirements of the Act and the rules and regulations thereunder that 
are applicable to a national securities exchange, and, in particular, 
with the requirements of Section 6(b) of the Act.\12\ Specifically, the 
proposed change is consistent with Section 6(b)(5) of the Act,\13\ 
because it is designed to promote just and equitable principles of 
trade, 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. The Exchange believes that 
the Opening Process for options listed on the Exchange will help to 
ensure that BATS Options opens trading in options contracts in a fair 
and orderly manner. Specifically, the Exchange believes that allowing 
Users to enter orders for queuing will create a more orderly opening 
and facilitate the price formation process at the opening of trading 
because Users are able to enter orders and quotes in advance rather 
than having a flood of orders and quotes submitted to the Exchange 
during a small window of time. Further, the Exchange believes that 
disseminating the related market data prior to opening of trading in 
options contracts will also create a more orderly opening and 
facilitate the price formation process because Users will have access 
to a greater amount of information before their orders become 
executable.
---------------------------------------------------------------------------

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

    The Exchange also believes that the proposal is appropriate and 
reasonable because it offers additional functionality for all Users to 
enter orders and quotes before 9:30 a.m. Eastern Time and during a 
Regulatory Halt. Further, the Exchange requires that a price be a Valid 
Price in order for executions in the Opening Process to occur, which, 
as described above, ensures that executions in the Opening Process will 
not meet the standards for Obvious Error.
    Offering the Opening Process will also provide Market Makers and 
other Users with greater control and flexibility with respect to 
entering orders and quotes, allowing them to enter orders and quotes in 
all options at the same time, 8:00 a.m. Eastern Time, rather than only 
after trading has opened for a particular option. This simplifies the 
process for Market Makers and other Users by providing them certainty 
as to when orders and quotes can be submitted without having to monitor 
each options class individually, which removes impediments to a free 
and open market and benefits all Users of BATS Options. The Exchange 
also notes that several other options exchanges allow orders and quotes 
to be entered prior to 9:30 a.m. Eastern Time and during a Regulatory 
Halt including NASDAQ Options Market (``NOM''), NYSE Arca, Inc. (``NYSE 
Arca Options''), NYSE Amex Options, Inc. (``NYSE Amex Options''), BOX 
Options Exchange LLC

[[Page 3900]]

(``BOX''), and Chicago Board Options Exchange, Incorporated (``CBOE''), 
among others.\14\
---------------------------------------------------------------------------

    \14\ See, e.g., NOM Chapter VI, Section 2(a); see also NYSE Arca 
Options Rule 6.64(b); NYSE Amex Options Rule 952NY(b); BOX Rule 
7070(a); and CBOE Rule 6.2A(a)(i).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the act. To the contrary, the Exchange's 
inability to accept orders prior to 9:30 a.m. Eastern Time limits 
competition in that other exchanges are able to begin accepting orders 
and quotes before trading in options opens, while the Exchange cannot 
accept such orders and quotes. Thus, approval of the proposed rule 
change will promote competition because it will allow the Exchange to 
offer its Users the ability to enter orders and quotes prior to the 
opening of trading, functionality which is available at other 
exchanges, and thus compete with other exchanges for order flow that a 
User may not have directed to the Exchange if they were not able to 
enter orders and quotes prior to the open.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    A. By order approve or disapprove such proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule 
change should be 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 [email protected]. Please include 
File Number SR-BATS-2014-003 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-BATS-2014-003. 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 Web site (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 Web site 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 such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BATS-2014-003, and should be 
submitted on or before February 13, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-01249 Filed 1-22-14; 8:45 am]
BILLING CODE 8011-01-P