[Federal Register Volume 79, Number 182 (Friday, September 19, 2014)]
[Notices]
[Pages 56411-56415]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-22327]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73094; File No. SR-BYX-2014-018]


Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change to Rules 11.9 of BATS Y-Exchange, Inc.

September 15, 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 September 3, 2014, BATS Y-Exchange, Inc. (the ``Exchange'' or 
``BYX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by the Exchange. 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.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange is proposing to add Rule 11.23, entitled ``Opening 
Process,'' as well as to make several corresponding changes in order to 
modify the manner in which the Exchange opens trading in individual 
securities at the beginning of the day and after trading halts.
    The text of the proposed rule addition is available at the 
Exchange's Web site at http://www.batstrading.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 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

[[Page 56412]]

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 change is to amend Exchange Rules 
11.9(b) and 11.18(f) and to add new Rule 11.23 in order to allow for 
the entry of orders with a time-in-force of Regular Hours Only and to 
amend the process by which the Exchange opens trading at the beginning 
of the day and after trading halts. Specifically, the Exchange is 
proposing to accept Regular Hours Only orders for queuing throughout 
the Pre-Opening Session,\3\ as well as to establish a process for 
handling queued orders in order to open trading on the Exchange for 
Regular Trading Hours \4\ and following a halt. The Exchange is 
proposing this rule change in order to create a more orderly opening of 
trading and to facilitate the price formation process at the open of 
trading by allowing Users to enter orders during the Pre-Market Session 
and during a halt rather than requiring them to submit a flood of 
orders to the Exchange immediately following the beginning of Regular 
Trading Hours or the resumption of trading following a halt.
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    \3\ Pre-Opening Session is defined in BYX Rule 1.5(r).
    \4\ Regular Trading Hours is defined in BYX Rule 1.5(w).
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    Currently, the Exchange begins accepting orders for trading at the 
beginning of the Pre-Opening Session and any such orders received by 
the Exchange are immediately eligible for execution. Any such orders 
that are on the BATS Book \5\ at the beginning of Regular Trading Hours 
remain on the BATS Book, subject to the User's instruction, and trading 
continues into Regular Trading Hours without any transition period. 
Upon a halt, the Exchange currently cancels all orders on the BATS Book 
and does not accept any orders until the halt is lifted. The Exchange 
does not currently have a Regular Hours Only time-in-force.
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    \5\ BATS Book is defined in BYX Rule 1.5(e).
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    The Exchange is proposing to implement a process by which the 
Exchange will accept and queue orders that have a time-in-force of 
Regular Hours Only (or ``RHO'') during the Pre-Opening Session for 
execution at the midpoint of the NBBO \6\ shortly after the beginning 
of Regular Trading Hours (the ``Opening Process''). The Exchange is 
also proposing to implement a similar opening process after a halt, 
suspension, or pause (a ``Halt'' and the ``Halt Opening Process'') in 
which a User's orders will remain on the BATS Book, unless the User has 
designated that its orders be cancelled upon a halt, as further 
described below.
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    \6\ NBBO is defined in BYX Rule 1.5(o).
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    As mentioned above, the Exchange is proposing to add Rule 
11.9(b)(7) which would define the new RHO time-in-force as a limit or 
market order that is designated for execution only during Regular 
Trading Hours, which includes the Opening Process, as defined in Rule 
11.23. The Exchange is also proposing to make a non-substantive change 
to Rule 11.9(b) in order to delete the word ``limit'' because an RHO 
order can be both a limit order or a market order. Each other time-in-
force clearly states that it applies only to limit orders.
    The Exchange proposes that prior to the beginning of Regular 
Trading Hours, Users \7\ that wish to participate in the Opening 
Process may enter orders to buy or sell with a time in force of Regular 
Hours Only. Orders cancelled before the completion of the Opening 
Process will not participate in the Opening Process. Any order that is 
not designated as RHO will not be eligible for participation in the 
Opening Process. Proposed Rule 11.23(a)(2) provides that all orders 
that are marked as RHO may participate in the Opening Process except 
BATS Post Only Orders,\8\ Partial Post Only at Limit Orders,\9\ ISO 
\10\ orders not modified by Rule 11.23(a)(1), as described below, and 
Minimum Quantity Orders.\11\ Because RHO orders received prior to the 
completion of the Opening Process are not immediately executable, but 
rather queued for later participation in the Opening Process, BATS Post 
Only Orders, Partial Post Only at Limit Orders, and Minimum Quantity 
Orders marked as RHO do not make sense in the context of the Opening 
Process and, thus, the Exchange is proposing to exclude them from the 
Opening Process. Similarly, because an order designated as an ISO 
implies that there is currently a protected bid or offer and there are 
no protected bids or offers prior to 9:30 a.m. Eastern Time, the 
Exchange proposes to reject any ISOs designated RHO entered prior to 
the beginning of Regular Trading Hours. While this functionality is 
opposite of the way that ISOs are handled on the options platform 
operated by BATS Exchange, Inc. (``BATS Options'') (ISOs are converted 
to non-ISOs and entered for queuing), the Exchange believes that 
because there is continuous trading during the Pre-Opening Session on 
the Exchange while orders are also being queued for participation in 
the Opening Process, an ISO tag could be interpreted in various ways 
and there is no obvious way to eliminate this confusion and, as such, 
the order should be rejected. On BATS Options, on the other hand, there 
is no continuous book and all orders entered prior to 9:30 a.m. Eastern 
Time are queued for participation in the BATS Options opening process, 
so an ISO tag simply does not make sense in that context and can 
reasonably be ignored and converted to a non-ISO for queuing. 
Consistent with this logic and as further detailed below, the Exchange 
is also proposing that, prior to a re-opening after a halt, any ISO 
that is not IOC or FOK be converted into a non-ISO for queuing and 
participation in the re-opening process because there is no continuous 
trading while a security is halted.
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    \7\ User is defined in BYX Rule 1.5(cc).
    \8\ BATS Post Only Order is defined in BYX Rule 11.9(c)(6).
    \9\ Partial Post Only at Limit Order is defined in BYX Rule 
11.9(c)(7).
    \10\ ISO is defined in BYX Rule 11.9(d).
    \11\ Minimum Quantity Order is defined in BYX Rule 11.9(c)(5).
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    Limit orders with a Reserve Quantity \12\ may participate to the 
full extent of their displayed size and Reserve Quantity. Discretionary 
Orders \13\ may participate only up to their ranked price for buy 
orders or down to their ranked price for sell orders. The discretionary 
range of such orders will not be eligible for participation in the 
Opening Process. All Pegged Orders and Mid-Point Peg Orders, as defined 
in Rule 11.9(c)(8) and (9), will be eligible for execution in the 
Opening Process based on their pegged prices.
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    \12\ Reserve Quantity is defined in BYX Rule 11.9(c)(1).
    \13\ Discretionary Order is defined in BYX Rule 11.9(c)(10).
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    The Exchange will then attempt to perform the Opening Process, as 
described in proposed Rule 11.23(b), in which the Exchange matches buy 
and sell orders that are executable at the midpoint of the NBBO as 
described in proposed Rule 11.23(c) below. All orders eligible to trade 
at the midpoint will be processed in time sequence, beginning with the 
order with the oldest time stamp. The Exchange believes that handling 
orders in time priority makes more sense than price-time priority for 
the Opening Process because the price of the order is not particularly 
important

[[Page 56413]]

to the Opening Process, so long as the order is priced at or more 
aggressively than the Opening Price and, as such, there is no reason to 
reward a more aggressive order with priority in the Opening Process. 
Thus, the Exchange is proposing that all orders that are priced equal 
to or more aggressively than the Opening Price be matched based only on 
time priority and will be matched until there is no remaining volume or 
there is an imbalance of orders (the ``Opening Match''). All MTP 
modifiers, as defined in Rule 11.9(f), will be ignored as it relates to 
executions occurring as part of the Opening Match because the 
counterparty against which an order executes is mostly random and 
completely out of the control of the User entering the order. It does 
not make sense to cancel an order because the order happens to execute 
against an order entered using the same MPID, but to allow both orders 
to execute at the exact same price to the exact same effect where the 
orders happen to execute against different orders. An imbalance of 
orders on the buy side or sell side may result in orders that are not 
executed in whole or in part. Such orders may, in whole or in part, be 
placed on the BATS Book, cancelled, executed, or routed to other away 
Trading Centers \14\ in accordance with Rule 11.13(a)(2). If no matches 
can be made, the Opening Process will conclude with all orders that 
participated in the Opening Process being placed in the BATS Book, 
cancelled, executed, or routed to away Trading Centers in accordance 
with Rule 11.13(a)(2) related to order execution and routing. Because 
an RHO order is not executable until the Opening Process (rather than 
upon entry), to the extent that any order is not executed during the 
Opening Process and is placed on the BATS Book, such order will receive 
a time stamp that reflects the time that the order was placed on the 
BATS Book during the Opening Process and not the time that the order 
was entered for queuing.
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    \14\ Trading Center is defined in BYX Rule 2.11(a).
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    Under proposed Rule 11.23(c), the Exchange will determine the price 
of the Opening Process by using the midpoint of the NBBO, as follows: 
(a) When the listing exchange is either the NYSE or NYSE MKT, the 
Opening Process will be priced at the midpoint of the: (i) First NBBO 
subsequent to the first reported trade on the listing exchange after 
9:30:00 a.m. Eastern Time; or (ii) then prevailing NBBO when the first 
two-sided quotation is published by the listing exchange after 9:30:00 
a.m. Eastern Time if no first trade is reported by the listing exchange 
within one second of publication of the first two-sided quotation by 
the listing exchange; or (b) for any other listing market, the Opening 
Process will be priced at the midpoint of the first NBBO disseminated 
after 9:30:00 a.m. Eastern Time. The Exchange is proposing to 
differentiate the treatment between NYSE and NYSE MKT listed securities 
and securities listed on any other exchange because NYSE and NYSE MKT 
do not offer continuous trading prior to 9:30:00 a.m. Eastern Time and 
the market for trading in securities listed on these exchanges may take 
a moment to develop. Using the first NBBO disseminated for NYSE and 
NYSE MKT listed securities to establish the Opening Price may result in 
executions that are not necessarily reflective of market conditions 
after the first execution on the listing market or one second after the 
listing market's first quote. Every other listing exchange allows for 
continuous trading prior to 9:30:00 a.m. Eastern Time, which results in 
a more fully developed market immediately after 9:30:00 a.m. Eastern 
Time and, thus, a more immediately reliable Opening Price.
    Proposed Rule 11.23(a)(1) provides that during the period between 
9:30 a.m. Eastern Time and the occurrence of the Opening Process, all 
non-RHO orders, subject to order instructions, and ISOs designated RHO 
may execute against eligible Pre-Opening Session contra-side interest 
resting in the BATS Book. The Exchange will convert any unexecuted 
portion of an ISO designated RHO entered during this period into a non-
ISO and queue the order for participation in the Opening Process.
    If the conditions to establish the price of the Opening Process set 
forth under proposed Rule 11.23(c) do not occur by 9:45:00 a.m. Eastern 
Time, proposed Rule 11.23(d) describes a contingent opening process 
(the ``Contingent Open Process'') in which instead of matching orders 
at the midpoint of the NBBO, orders will be handled in time sequence, 
beginning with the order with the oldest time stamp, and will be placed 
on the BATS Book, routed, cancelled, or executed in accordance with the 
terms of the order. Because an RHO order is not executable until the 
Opening Process (rather than upon entry), any order subject to the 
Contingent Open Process that is placed on the BATS Book will receive a 
time stamp that reflects the time that the order was placed on the BATS 
Book during the Opening Process and not the time that the order was 
entered for queuing.
    In the event of a Halt, the proposed amendment to Rule 11.18(f) 
provides that, except where a User has designated that its orders be 
cancelled, all outstanding orders in the System \15\ will remain on the 
BATS Book. Proposed Rule 11.23(e) then provides that the Exchange will 
accept orders for queuing prior to the resumption of trading in order 
to participate in the Halt Opening Process. While a security is subject 
to a Halt, the Exchange will accept orders for queuing prior to the 
resumption of trading in the security for participation in the Halt 
Opening Process. The Halt Opening Process will occur in the same manner 
described in proposed Rules 11.23(a)(2) and (b) with the following 
exceptions: (1) Non-RHO orders will be eligible for participation in 
the re-opening, but IOC,\16\ FOK, BATS Post Only Orders, Partial Post 
Only at Limit Orders, and Minimum Quantity Orders will be cancelled or 
rejected, as applicable, and any ISO that is not IOC or FOK will be 
converted into a non-ISO and be queued for participation in the Halt 
Opening Process; and (2) the re-opening will occur at the midpoint of 
the: (i) First NBBO subsequent to the first reported trade on the 
listing exchange following the resumption of trading after a Halt; or 
(ii) NBBO when the first two-sided quotation is published by the 
listing exchange following the resumption of trading after a Halt if no 
first trade is reported by the listing exchange within one second of 
publication of the first two-sided quotation by the listing exchange. 
Similar to the rationale for waiting for the sooner of the first 
execution on the primary or one second to use the midpoint of the NBBO 
for the Opening Process for NYSE and NYSE MKT, the Exchange is 
proposing to wait until the sooner of the first execution on the 
primary or one second to use the midpoint of the NBBO for the Halt 
Opening Process because there is no continuous trading occurring on any 
market during a Halt and waiting will provide time for the market to be 
more fully established before determining the price at which the Halt 
Opening Process will occur. Where neither of the above conditions 
required to establish the price of the re-opening have occurred, the 
security may be opened for trading at the discretion of the Exchange. 
Where the security is opened by the Exchange subject to this 
discretion, orders will be handled in the same manner as the Contingent 
Open Process.
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    \15\ System is defined in BYX Rule 1.5(aa).
    \16\ IOC is defined in BYX Rule 11.9(b)(1).

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[[Page 56414]]

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.\17\ Specifically, the 
proposed change is consistent with Section 6(b)(5) of the Act,\18\ 
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 
allowing for the entry of RHO orders during the Pre-Opening Session and 
transitioning into Regular Trading Hours pursuant to the Opening 
Process will help to ensure that the Exchange opens trading in a fair 
and orderly manner. Specifically, the Exchange believes that allowing 
Users to enter and cancel orders during the Pre-Opening Session to be 
queued for execution at the midpoint of the NBBO and/or entry on to the 
BATS Book shortly following the beginning of Regular Trading Hours will 
create a more orderly opening and facilitate the price formation 
process at the opening of trading because Users are able to enter 
orders to participate in the Opening Process during the Pre-Market 
Session rather than having a flood of orders submitted to the Exchange 
immediately following the beginning of Regular Trading Hours. 
Similarly, the Exchange believes that implementing substantially 
similar functionality in non-BATS listed securities for accepting 
orders during re-opening after a Halt will also create a more orderly 
opening and facilitate price formation as a security is coming out of a 
Halt. Additionally, using the midpoint of the NBBO as the price for the 
Opening Process (regardless of the time at which such NBBO is selected 
as described under proposed Rule 11.23(c)) will further create a more 
orderly opening and facilitation of the price formation process by 
basing the price at which the Opening Process will occur on the best 
available pricing under current market conditions.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(5).
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    The Exchange also believes that excluding BATS Post Only Orders, 
Partial Post Only at Limit Orders, ISOs, and Minimum Quantity Orders 
from participation in the Opening Process 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; and is 
not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers because, as described above, such order 
types combined with an RHO time-in-force do not make sense in the 
context of queuing orders for the Opening Process. Further, the 
Exchange believes that allowing certain RHO orders and all non-RHO 
orders to interact with interest (and, in the case of non-RHO orders, 
to be added to the BATS Book where there is no contra-side interest) 
from the Pre-Opening Session after 9:30 a.m. Eastern Time, but before 
the completion of the Opening Process will also create a more orderly 
opening and facilitate the price formation process because Users will 
have the option to enter orders that will either participate in the 
Opening Process or immediately interact with liquidity from the Pre-
Opening Session, allowing trading to continue while the Exchange is 
waiting for the conditions necessary to complete the Opening Process. 
The Exchange also believes that allowing an ISO marked RHO to execute 
against eligible Pre-Opening Session interest after 9:30 a.m. Eastern 
and before completion of the Opening Process and then converting the 
unexecuted portion of the order into a non-ISO for queuing for 
participation in the Opening Process is consistent with the Act because 
it is consistent with the requirements of Regulation NMS.\19\ In 
particular, because after 9:30 a.m. Eastern Time there may be a 
protected bid or offer displayed by the Exchange that the User entering 
the order is trying to execute against, the Exchange is proposing to 
allow an ISO designated as an RHO to interact with liquidity currently 
on the BATS Book prior to queuing for participation in the Opening 
Process.
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    \19\ 17 CFR 242.600.
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    The Exchange also believes that the proposal is designed 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 because it would create a contingent opening process 
under which the orders queued for participation in the Opening Process 
would be entered on to the BATS Book in the event that the conditions 
for determining the price of the Opening Process are not met prior to 
9:45:00 a.m. Eastern Time, which will further help to ensure that the 
Exchange opens trading in a fair and orderly manner by providing a 
means for trading in a security to open where there is no two-sided 
NBBO in the security for fifteen minutes after the beginning of Regular 
Trading Hours. The Exchange believes that fifteen minutes is a 
reasonable amount of time to wait for the establishment of a two-sided 
NBBO because it marks a point at which the market in a security has had 
a sufficient amount of time to develop while simultaneously providing a 
reasonable cut-off point at which the Exchange may open the security 
for Regular Trading Hours trading. The Exchange also believes that 
handling all orders queued for participation in the Opening Process in 
time sequence after fifteen minutes will help to ensure that trading 
opens in as fair and orderly a manner as possible.
    The implementation of the Opening Process will also provide Users 
with greater control and flexibility with respect to entering orders, 
allowing them to enter orders for participation during Regular Trading 
Hours during the Pre-Opening Session, rather than only after Regular 
Trading Hours begin at 9:30 a.m. Eastern Time. This simplifies the 
order entry process for Users that do not want to participate in the 
Pre-Opening Session by allowing them to enter their orders designated 
as Regular Hours Only prior to Regular Trading Hours, which removes 
impediments to a free and open market and benefits all Users of the 
Exchange.

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 for 
participation during Regular Trading Hours limits competition in that 
the listing exchange is able to begin accepting orders in such 
securities, while the Exchange cannot accept such orders. 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 prior to the beginning of Regular Trading Hours for queuing and 
entry during Regular Trading Hours and thus compete more directly with 
other exchanges for order flow that a User may not have directed to the 
Exchange if they were not able to enter orders for queuing prior to 
Regular Trading Hours.

[[Page 56415]]

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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any written comments from members or other interested parties.

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 (i) as the Commission may 
designate up to 90 days of such date 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-BYX-2014-018 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-BYX-2014-018. 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 at 100 F Street NE., 
Washington, DC 20549-1090 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-BYX-
2014-018, and should be submitted on or before October 10, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-22327 Filed 9-18-14; 8:45 am]
BILLING CODE 8011-01-P