[Federal Register Volume 80, Number 1 (Friday, January 2, 2015)]
[Notices]
[Pages 58-60]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-30704]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73945; File No. SR-NYSE-2014-72]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Extending the Operation of Its Supplemental Liquidity Providers Pilot, 
Until the Earlier of the Securities and Exchange Commission's Approval 
To Make Such Pilot Permanent or July 31, 2015

December 24, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on December 18, 2014, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') 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 self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to extend the operation of its Supplemental 
Liquidity Providers Pilot (``SLP Pilot'' or ``Pilot'') (see Rule 107B), 
currently scheduled to expire on December 31, 2014, until the earlier 
of the Securities and Exchange Commission's (``Commission'') approval 
to make such Pilot permanent or July 31, 2015. The text of the proposed 
rule change is available on the Exchange's Web site at www.nyse.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 self-regulatory organization 
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 those 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to extend the operation of its SLP Pilot,\4\ 
currently scheduled to expire on December 31, 2014, until the earlier 
of Commission approval to make such Pilot permanent or July 31, 2015.
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 58877 (October 29, 
2008), 73 FR 65904 (November 5, 2008) (SR-NYSE-2008-108) 
(establishing the SLP Pilot). See also Securities Exchange Act 
Release Nos. 59869 (May 6, 2009), 74 FR 22796 (May 14, 2009) (SR-
NYSE-2009-46) (extending the operation of the SLP Pilot to October 
1, 2009); 60756 (October 1, 2009), 74 FR 51628 (October 7, 2009) 
(SR-NYSE-2009-100) (extending the operation of the NMM and the SLP 
Pilots to November 30, 2009); 61075 (November 30, 2009), 74 FR 64112 
(December 7, 2009) (SR-NYSE-2009-119) (extending the operation of 
the SLP Pilot to March 30, 2010); 61840 (April 5, 2010), 75 FR 18563 
(April 12, 2010) (SR-NYSE-2010-28) (extending the operation of the 
SLP Pilot to September 30, 2010); 62813 (September 1, 2010), 75 FR 
54686 (September 8, 2010) (SR-NYSE-2010-62) (extending the operation 
of the SLP Pilot to January 31, 2011); 63616 (December 29, 2010), 76 
FR 612 (January 5, 2011) (SR-NYSE-2010-86) (extending the operation 
of the SLP Pilot to August 1, 2011); 64762 (June 28, 2011), 76 FR 
39145 (July 5, 2011) (SR-NYSE-2011-30) (extending the operation of 
the SLP Pilot to January 31, 2012); 66045 (December 23, 2011), 76 FR 
82342 (December 30, 2011) (SR-NYSE-2011-66) (extending the operation 
of the SLP Pilot to July 31, 2012); 67493 (July 25, 2012), 77 FR 
45388 (July 31, 2012) (SR-NYSE-2012-27) (extending the operation of 
the SLP Pilot to January 31, 2013); 68560 (January 2, 2013), 78 FR 
1280 (January 8, 2013) (SR-NYSE-2012-76) (extending the operation of 
the SLP Pilot to July 31, 2013); 69819 (June 21, 2013), 78 FR 38764 
(June 27, 2013) (SR-NYSE-2013-44) (extending the operation of the 
SLP Pilot to January 31, 2014); 71362 (January 21, 2014), 79 FR 4371 
(January 27, 2014) (SR-NYSE-2014-03) (extending the operation of the 
SLP Pilot to July 31, 2014); and 72628 (July 16, 2014), 79 FR 42588 
(July 22, 2014) (SR-NYSE-2014-34) (extending the operation of the 
SLP Pilot to December, 31, 2014).
---------------------------------------------------------------------------

Background \5\
---------------------------------------------------------------------------

    \5\ The information contained herein is a summary of the ``New 
Market Model'' Pilot and the SLP Pilot. See supra note 4 for a 
fuller description of those pilots.
---------------------------------------------------------------------------

    In October 2008, the NYSE implemented significant changes to its 
market rules, execution technology and the rights and obligations of 
its market participants all of which were designed to improve execution 
quality on the Exchange. These changes are all elements of the 
Exchange's enhanced market model referred to as the ``New Market 
Model'' (``NMM Pilot'').\6\ The SLP Pilot was launched in coordination 
with the NMM Pilot (see Rule 107B).
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 58845 (October 24, 
2008), 73 FR 64379 (October 29, 2008) (SR-NYSE-2008-46).
---------------------------------------------------------------------------

    As part of the NMM Pilot, NYSE eliminated the function of 
specialists on the Exchange creating a new category of market 
participant, the Designated Market Maker or ``DMM.'' \7\ Separately, 
the NYSE established the SLP Pilot, which established SLPs as a new 
class of market participants to supplement the liquidity provided by 
DMMs.\8\
---------------------------------------------------------------------------

    \7\ See NYSE Rule 103.
    \8\ See NYSE Rule 107B. The Exchange amended the monthly volume 
requirements to an average daily volume (``ADV'') that is a 
specified percentage of NYSE consolidated ADV. See Securities 
Exchange Act Release No. 67759 (August 30, 2012), 77 FR 54939 
(September 6, 2012) (SR-NYSE-2012-38).
---------------------------------------------------------------------------

    The SLP Pilot is scheduled to end operation on December 31, 2014 or 
such earlier time as the Commission may determine to make the rules 
permanent. The Exchange is currently preparing a rule filing seeking 
permission to make the SLP Pilot permanent, but does not expect that 
filing to be completed and approved by the Commission before December 
31, 2014.\9\
---------------------------------------------------------------------------

    \9\ The NMM Pilot was scheduled to expire on December 31, 2014. 
On December 18, 2014, the Exchange filed to extend the NMM Pilot 
until July 31, 2015. See SR-NYSE-2014-71. See also Securities 
Exchange Act Release Nos. 72627 (July 16, 2014), 79 FR 42598 (July 
22, 2014) (SR-NYSE-2014-33) (extending operation of NMM Pilot to 
December 31, 2014); 71345 (January 17, 2014), 79 FR 4221 (January 
24, 2014) (SR-NYSE-2014-01) (extending operation of the NMM Pilot to 
July 31, 2014); 69813 (June 20, 2013), 78 FR 38753 (June 27, 2013) 
(SR-NYSE-2013-43) (extending the operation of the NMM Pilot to 
January 31, 2014); 68558 (January 2, 2013), 78 FR 1288 (January 8, 
2013) (SR-NYSE-2012-75) (extending the operation of the NMM Pilot to 
July 31, 2013); 67494 (July 25, 2012), 77 FR 45408 (July 31, 2012) 
(SR-NYSE-2012-26) (extending the operation of the NMM Pilot to 
January 31, 2013); 66046 (December 23, 2011), 76 FR 82340 (December 
30, 2011) (SR-NYSE-2011-65) (extending the operation of the NMM 
Pilot to July 31, 2012); 64761 (June 28, 2011) 76 FR 39147 (July 5, 
2011) (SR-NYSE-2011-29) (extending the operation of the NMM Pilot to 
January 31, 2012); 63618 (December 29, 2010) 76 FR 617 (January 5, 
2011) (SR-NYSE-2010-85) (extending the operation of the NMM Pilot to 
August 1, 2011); 62819 (September 1, 2010), 75 FR 54937 (September 
9, 2010) (SR-NYSE-2010-61) (extending the operation of the NMM Pilot 
to January 31, 2011); 61724 (March 17, 2010), 75 FR 14221 (SR-NYSE-
2010-25) (extending the operation of the NMM Pilot to September 30, 
2010); and 61031 (November 19, 2009), 74 FR 62368 (SR-NYSE-2009-113) 
(extending the operation of the NMM Pilot to March 30, 2010).

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

[[Page 59]]

Proposal To Extend the Operation of the SLP Pilot
    The NYSE established the SLP Pilot to provide incentives for 
quoting, to enhance competition among the existing group of liquidity 
providers, including the DMMs, and add new competitive market 
participants. The Exchange believes that the SLP Pilot, in coordination 
with the NMM Pilot, allows the Exchange to provide its market 
participants with a trading venue that utilizes an enhanced market 
structure to encourage the addition of liquidity, facilitate the 
trading of larger orders more efficiently and operates to reward 
aggressive liquidity providers. As such, the Exchange believes that the 
rules governing the SLP Pilot (Rule 107B) should be made permanent.
    Through this filing the Exchange seeks to extend the current 
operation of the SLP Pilot until July 31, 2015, in order to allow the 
Exchange to formally submit a filing to the Commission to convert the 
SLP Pilot rule to a permanent rule.\10\
---------------------------------------------------------------------------

    \10\ The NYSE MKT LLC SLP Pilot (NYSE MKT Rule 107B--Equities) 
is also being extended until July 31, 2015 or until the Commission 
approves it as permanent (See SR-NYSEMKT-2014-110).
---------------------------------------------------------------------------

    The proposed change is not otherwise intended to address any other 
issues and the Exchange is not aware of any problems that member 
organizations would have in complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\11\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\12\ in particular, because it 
is 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 respect to, and 
facilitating transactions in securities, to remove impediments to, and 
perfect the mechanisms of, a free and open market and a national market 
system and, in general, to protect investors and the public interest 
and because it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices and to promote 
just and equitable principles of trade because it seeks to extend a 
pilot program that has already been approved by the Commission. The 
Exchange believes the proposed rule change is designed to facilitate 
transactions in securities and to remove impediments to, and perfect 
the mechanisms of, a free and open market and a national market system 
because the SLP Pilot provides its market participants with a trading 
venue that utilizes an enhanced market structure to encourage the 
addition of liquidity and operates to reward aggressive liquidity 
providers. Moreover, requesting an extension of the SLP Pilot will 
permit adequate time for: (i) The Exchange to prepare and submit a 
filing to make the rules governing the SLP Pilot permanent; (ii) public 
notice and comment; and (iii) completion of the 19b-4 approval process. 
Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition. For these reasons, the Exchange 
believes that the proposal is consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act,\13\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The Exchange believes that extending the operation 
of the SLP Pilot will enhance competition among liquidity providers and 
thereby improve execution quality on the Exchange. The Exchange will 
continue to monitor the efficacy of the program during the proposed 
extended pilot period.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    Finally, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues. In such an environment, the Exchange must continually 
review, and consider adjusting the services it offers and the 
requirements it imposes to remain competitive with other U.S. equity 
exchanges. For the reasons described above, the Exchange believes that 
the proposed rule change reflects this competitive environment.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(6) \15\ thereunder 
because the proposal does not: (i) Significantly affect the protection 
of investors or the public interest; (ii) impose any significant burden 
on competition; and (iii) by its terms, become operative for 30 days 
from the date on which it was filed, or such shorter time as the 
Commission may designate if consistent with the protection of investors 
and the public interest.\16\
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's 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) normally may 
not become operative prior to 30 days after the date of filing. 
However, Rule 19b-4(f)(6)(iii) \17\ permits the Commission to designate 
a shorter time if such action is consistent with the protection of 
investors and the public interest. The Exchange has requested that the 
Commission waive the 30-day operative delay period so that the proposal 
may become operative before the pilot's expiration. The Exchange stated 
that an immediate operative date is necessary in order to immediately 
implement the

[[Page 60]]

proposed rule change so that member organizations could continue to 
benefit from the pilot program without interruption after December 31, 
2014.
---------------------------------------------------------------------------

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

    The Commission believes that waiver of the 30-day operative delay 
period is consistent with the protection of investors and the public 
interest. Specifically, the Commission believes that the proposal would 
allow the pilot to continue uninterrupted, thereby avoiding any 
potential investor confusion that could result from the temporary 
interruption in the pilot program. For these reasons, the Commission 
believes that waiving the 30-day operative delay is consistent with the 
protection of investors and the public interest, and designates the 
proposed rule change to be operative on December 31, 2014.\18\
---------------------------------------------------------------------------

    \18\ For purposes only of waiving the operative delay for this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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.\19\
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------

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-NYSE-2014-72 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-NYSE-2014-72. 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-NYSE-2014-72 and should be 
submitted on or before January 26, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
---------------------------------------------------------------------------

    \20\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2014-30704 Filed 12-31-14; 8:45 am]
BILLING CODE 8011-01-P