[Federal Register Volume 80, Number 144 (Tuesday, July 28, 2015)]
[Notices]
[Pages 45022-45049]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-18277]



[[Page 45021]]

Vol. 80

Tuesday,

No. 144

July 28, 2015

Part II





Securities and Exchange Commission





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Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of 
Proposed Rule Change Adopting New Equity Trading Rules Relating to 
Orders and Modifiers and the Retail Liquidity Program To Reflect the 
Implementation of Pillar, the Exchange's New Trading Technology 
Platform; Notice

  Federal Register / Vol. 80 , No. 144 / Tuesday, July 28, 2015 / 
Notices  

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75497; File No. SR-NYSEARCA-2015-56]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Adopting New Equity Trading Rules Relating to 
Orders and Modifiers and the Retail Liquidity Program To Reflect the 
Implementation of Pillar, the Exchange's New Trading Technology 
Platform

July 21, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on July 7, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III 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.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt new equity trading rules relating to 
Orders and Modifiers and the Retail Liquidity Program to reflect the 
implementation of Pillar, the Exchange's new trading technology 
platform. 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
    On April 30, 2015, the Exchange filed its first rule filing 
relating to the implementation of Pillar, which is an integrated 
trading technology platform designed to use a single specification for 
connecting to the equities and options markets operated by NYSE Arca 
and its affiliates, New York Stock Exchange LLC (``NYSE'') and NYSE MKT 
LLC (``NYSE MKT'').\4\ The Pillar I Filing proposed to adopt new rules 
relating to Trading Sessions, Order Ranking and Display, and Order 
Execution.
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    \4\ See Securities Exchange Act Release No. 74951 (May 13, 
2015), 80 FR 28721 (May 19, 2015) (SR-NYSEArca-2015-38) (Notice) 
(``Pillar I Filing''). In the Pillar I Filing, the Exchange 
described its proposed implementation of Pillar, including that it 
would be submitting more than one rule filing to support the 
anticipated phased migration to Pillar.
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    This is the second filing to support Pillar implementation and is 
intended to be read together with the Pillar I Filing. Specifically, as 
described in the Pillar I Filing, new rules to govern trading on Pillar 
would have the same numbering as current rules, but with the modifier 
``P'' appended to the rule number. For example, Rule 7.31, governing 
Orders and Modifiers, would remain unchanged and continue to apply to 
any trading in symbols on the current trading platform. Proposed Rule 
7.31P would govern Orders and Modifiers for trading in symbols migrated 
to the Pillar platform. In addition, the proposed new rules to support 
Pillar in this filing would use the terms that were proposed in the 
Pillar I Filing, e.g., working price, display price, and priority 
categories.\5\
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    \5\ Capitalized terms not proposed to be defined in this filing 
are the defined terms set forth in the Pillar I Filing or in 
Exchange rules.
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    In this filing, the Exchange proposes to adopt new Pillar rules 
relating to:
     Orders and Modifiers (NYSE Arca Equities Rule 7.31P 
(``Rule 7.31P'')); and
     Retail Liquidity Program (NYSE Arca Equities Rule 7.44P 
(``Rule 7.44P''))
Proposed New Rule 7.31P--Orders and Modifiers
    Rule 7.31 governs orders and modifiers.\6\ As set forth in Rule 
7.31, which was recently amended by the 2015 Order Type Filing, the 
Exchange's offering of order types and modifiers are grouped in the 
following categories:
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    \6\ The Exchange has recently amended its rules related to order 
functionality on the current trading platform. See Securities 
Exchange Act Release Nos. 71331 (Jan. 16, 2014), 79 FR 3907 (Jan. 
23, 2014) (SR-NYSEArca-2013-92) (Approval order for filing that 
updated rules relating to order types and modifiers) (``2013 Review 
Filing''); 72942 (Aug. 28, 2014), 79 FR 52784 (Sept. 4, 2014) (SR-
NYSEArca-2014-75) (Approval order for filing that eliminated 
specified order types, modifiers, and related references) (``2014 
Deletion Filing''); and 74796 (April 23, 2015), 80 FR 12537 (March 
9, 2015) (SR-NYSEArca-2015-08) (Approval order for filing to clarify 
Exchange rules governing order types) (``2015 Order Type Filing''). 
The Exchange filed the 2015 Order Type Filing to respond to a 
request by the SEC's Division of Trading and Markets that equity 
exchanges conduct a comprehensive review of their order types and 
how they operate in practice, and as part of that review, consider 
appropriate rule changes to help clarify the nature of order types 
and to eliminate specified order types. See Letter from James Burns, 
Deputy Director, Division of Trading and Markets, Securities and 
Exchange Commission, to Jeffrey C. Sprecher, Chief Executive 
Officer, Intercontinental Exchange, Inc., dated June 20, 2014. See 
also Mary Jo White, Chair, Securities and Exchange Commission, 
Speech at the Sandler, O'Neill & Partners, L.P. Global Exchange and 
Brokerage Conference (June 5, 2014) (available at www.sec.gov/News/Speech/Detail/Speech/1370542004312#.U5HI-fmwJiw).
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     Primary Order Types (Rule 7.31(a));
     Time in Force Modifiers (Rule 7.31(b));
     Auction-Only Orders (Rule 7.31(c));
     Working Orders (7.31(d));
     Orders with Instructions not to Route (7.31(e));
     Orders with Specific Routing Instructions (7.31(f));
     Additional Order Instructions and Modifiers (7.31(g)); and
     Q Orders (7.31(h)).
Overview of New Rule 7.31P
    The Exchange proposes new Rule 7.31P to reflect orders and 
modifiers in Pillar and would structure new Rule 7.31P in a manner 
similar to Rule 7.31. Because Pillar would be a new trading platform, 
the Exchange proposes a new rule set to describe how orders and 
modifiers in Pillar would be priced, ranked, traded, and/or routed, 
using the terminology that was proposed in the Pillar I Filing, such as 
the terms ``Away Market,'' ``working price,'' ``display price,'' 
``limit price,'' and the priority categories, as defined in proposed 
Rule 7.36P in the Pillar I Filing. Accordingly, all orders and 
modifiers will have new rule text in Rule 7.31P as compared to Rule 
7.31. Proposed Rule 7.31P would have the following general non-
substantive differences from current Rule 7.31:
     Renaming the category of orders currently described as 
``Working Orders'' as ``Orders with a Conditional or Non-Displayed 
Price and/or Size,'' which would reflect the proposed new terms set 
forth in the Pillar I Filing;
     Moving Tracking Orders from the category ``Orders with 
Instructions not to Route'' to the category ``Orders with

[[Page 45023]]

a Conditional or Non-Displayed Price and/or Size'';
     Creating new, stand-alone categories for Cross Orders and 
Pegged Orders;
     Using the terms ``quantity'' instead of ``portion,'' 
``will'' instead of ``shall,'' and ``trade'' instead of ``execute''; 
and
     Stylistic differences to eliminate use of terms such 
``contra-side'' or ``better than'' with respect to NBBO or PBBO and 
instead referring to an order to buy (sell) and then, as appropriate 
for defining how an order type operates, referring to the contra-side 
order with which it is trading or being priced off of with more 
specificity, e.g., PBO (PBB) or PBB (PBO).\7\
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    \7\ Rule 1.1(dd) defines the terms NBBO and PBBO. See also 
Securities Exchange Act Release No. 75289 (June 24, 2015) (SR-
NYSEArca-2015-54) (``2015 Definition Filing'') (Notice of Filing to 
amend Rule 1.1 governing definitions, including adding definitions 
for NBB, NBO, PBB, and PBO).
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    The Exchange proposes a number of substantive differences to the 
orders and modifiers that would be available in Pillar as compared to 
what is available on the current trading platform. The following 
provides a high-level summary of proposed substantive differences to 
orders and modifiers in Pillar, which are discussed in greater detail 
below:
     Market Orders: To reduce the potential for clearly 
erroneous executions,\8\ Market Order Trading Collars would prevent 
Market Orders from executing at the Trading Collar, which are based on 
the clearly erroneous execution numerical guidelines, and not just 
through the Trading Collar as under the current trading rules;
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    \8\ See Rule 7.10(c)(1) (specifying numerical guidelines for 
determining when an execution is clearly erroneous).
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     Limit Orders: Resting Limit Orders that would lock or 
cross a protected quotation if they become the BBO \9\ would be re-
priced;
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    \9\ The term ``BBO'' is defined in Rule 1.1(h) to mean the best 
bid or offer on the NYSE Arca Marketplace. See also 2015 Definition 
Filing, supra note 7 (defining the terms ``BB'' to mean Exchange 
best bid and ``BO'' to mean Exchange best offer).
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     Limit Order designated IOC: A Limit Order designated with 
an immediate-or-cancel (``IOC'') modifier that is not eligible to route 
may be designated with an optional minimum trade size (``MTS'');
     Auction-Only Orders: MOO and LOO Orders would be eligible 
to participate in trading halt auctions and the Exchange would accept 
Auction-Only Orders in non-auction eligible symbols;
     Reserve Orders: The displayed portion of Reserve Orders 
would be replenished following any execution that reduces the display 
quantity below the size designated to be displayed, at which point the 
replenished quantity would receive a new working time;
     Passive Liquidity Orders: Passive Liquidity Orders would 
be renamed ``Limit Non-Displayed Orders,'' would no longer be ranked 
behind other non-displayed orders, and an optional Non-Display Remove 
Modifier would be available for this order type;
     MPL Orders: Mid-point Passive Liquidity Orders would be 
renamed ``Mid-point Liquidity Orders'' (``MPL Order''). On arrival, MPL 
Orders (and MPL-ALO Orders) would be eligible to trade with resting 
non-displayed interest that provides price improvement over the 
midpoint of the PBBO. As under current rules, an MPL Order may be 
designated with an MTS, but in Pillar, the MTS would have to be a 
minimum of a round lot instead of one share. In addition, an MPL with 
an MTS would be rejected if, on arrival, the MTS is larger than the 
size of the order and would be cancelled at any point the MTS is larger 
than the residual size of the order;
     Tracking Orders: Tracking Orders would peg to the PBBO 
instead of the NBBO and Self-Trade Prevention (``STP'') Modifiers for 
Tracking Orders would no longer be ignored;
     PNP Orders: PNP Orders would no longer be offered;
     PNP Blind Orders: PNP Blind Orders would be renamed ``Arca 
Only Orders'' and an optional Non-Display Remove Modifier would be 
available for this order type;
     ALO Orders: The current form of Adding Liquidity Only 
(``ALO'') Orders, which are based on PNP Orders and are rejected on 
arrival if marketable, would no longer be offered. ALO Orders in Pillar 
would no longer be rejected on arrival if marketable and instead would 
be re-priced both on arrival and after updates to the PBBO. In 
addition, an ALO Order would trade with resting contra-side non-
displayed orders that would provide price improvement;
     Intermarket Sweep Order: Intermarket Sweep Orders 
(``ISO'') designated Day and IOC would be renamed ``Day ISO'' and ``IOC 
ISO,'' respectively, and ALO modifier functionality available for Day 
ISOs would be based on the proposed ALO Order in Pillar;
     Primary Only Orders: Primary Only Orders designated for 
the Core Trading Session would be accepted and routed directly to the 
primary listing market on arrival and the Exchange would not validate 
whether the primary listing market would be accepting such orders. 
Primary Only Orders that are designated Day may be designated as a 
Reserve Order;
     Cross Orders: The Exchange would offer a new Limit IOC 
Routable Cross Order, which would be eligible to trade with displayed 
interest on the NYSE Arca Book and Away Markets before trading at its 
cross price;
     Pegged Orders: Pegged Orders would peg to the PBBO instead 
of the NBBO, would require a limit price, and would be accepted during 
a Short Sale Period, as defined in Rule 7.16(f). Market Pegged Orders 
would no longer be displayed and an offset value would no longer be 
required, and Primary Pegged Orders could not include an offset value. 
In addition, in Pillar, Pegged Orders would not be assigned a working 
price if the PBBO is locked or crossed: and
     Q Orders: Auto Q Orders would be eliminated.
    The Exchange is not proposing at this time to offer the following 
orders and modifiers in Pillar, and therefore they would not be 
included in proposed Rule 7.31P: Open Modifiers (Rule 7.31(b)(2)(A) 
(Good Til Cancelled (``GTC'') Modifier) and (B) (Good Till Date 
(``GTD'') Modifier); Fill-or-Kill (``FOK'') Modifier (Rule 7.31(b)(4)); 
Discretionary Orders (Rule 7.31(d)(1)); PNP Order (Rule 7.31(e)(f)); 
and the Auto Q Order (Rule 7.31(h)(2)). Because the Exchange is not 
proposing to offer Open Modifiers in Pillar, the Exchange is also not 
proposing to include the Do Not Reduce Modifier (Rule 7.31(g)(3)) and 
Do Not Increase Modifier (Rule 7.31(g)(4)) in proposed Rule 7.31P.
Primary Order Types (Proposed Rule 7.31P(a))
    Proposed Rule 7.31P(a) would set forth the Exchange's primary order 
types in Pillar. As with Rule 7.31(a), proposed Rule 7.31P(a)(1) would 
provide for Market Orders, proposed Rule 7.31P(a)(2) would provide for 
Limit Orders, and proposed Rule 7.31P(a)(3) would provide for Inside 
Limit Orders.
    Market Orders: Current Rule 7.31(a)(1) defines a Market Order as an 
order to buy or sell a stated amount of a security that is to be 
executed at the NBBO when the order reaches the Corporation. The rule 
further provides that Market Orders shall not trade through the NBBO or 
Protected Quotations and shall be rejected if there is no contra-side 
bid or offer.
    Current Rule 7.31(a)(1)(A)-(C) sets forth Trading Collars for 
Market Orders. Rule 7.31(a)(1)(A) provides that during Core Trading 
Hours, including the Market Order Auction, a Market Order

[[Page 45024]]

to buy (sell) will not execute or route to another market center at a 
price above (below) the Trading Collar and that Trading Collars do not 
apply to Limit Orders. Rule 7.31(a)(1)(B) sets forth how Trading 
Collars are calculated, which are based on a specified percentage away 
from the last consolidated sale price and the specified percentage is 
equal to the corresponding ``numerical guideline'' percentage in Rule 
7.10(c)(1) (Clearly Erroneous Executions) for the Core Trading Session. 
Rule 7.31(a)(1)(C) sets forth how Market Orders are handled if a 
Trading Collar is triggered. Specifically, the Exchange holds a Market 
Order that would execute outside of the Trading Collar until additional 
opportunities consistent with the Trading Collar become available or a 
new Trading Collar is calculated. The rule further provides that 
multiple Market Orders that become restricted by the Trading Collar are 
ranked in time priority and they are not displayed.
    Proposed Rule 7.31P would define Market Orders in Pillar with one 
substantive difference relating to how Trading Collars function, 
described in greater detail below. The Exchange is not proposing any 
other substantive differences with respect to how Market Orders operate 
in Pillar. However, because of the additional terminology available in 
Pillar and because ranking and execution requirements in Pillar would 
be set forth in proposed Rules 7.36P and 7.37P, the Exchange proposes 
new rule text to describe Market Orders.
    As proposed, Rule 7.31P(a)(1) would provide that a Market Order is 
an unpriced order to buy or sell a stated amount of a security that is 
to be traded at the best price obtainable without trading through the 
NBBO. As further proposed, a Market Order would be required to be 
designated Day and would be rejected on arrival, or cancelled if 
resting, if there is no contra-side NBBO. This proposed rule text 
describes the same functionality as is described in current Rule 
7.31(a)(1).\10\
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    \10\ Rule 7.31(b)(3) defines the IOC Modifier as being available 
only for Limit Orders, and therefore currently, Market Orders cannot 
be designated with an IOC Modifier and therefore must be designated 
Day.
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    The Exchange is not proposing to include in Rule 7.31P(a)(1) the 
rule text in Rule 7.31(a)(1) that a Market Order would not trade 
through the NBBO or Protected Quotations because this general order 
execution requirement is proposed to be set forth in Rule 7.37P(a)(2) 
and (a)(4).\11\ The Exchange believes that consolidating these general 
requirements in a single rule would promote transparency and make the 
Exchange's rules easier to navigate.
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    \11\ See Pillar I Filing, supra note 4.
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    The Exchange proposes to further provide in new Rule 7.31P(a)(1) 
that unexecuted Market Orders would be ranked Priority 1--Market 
Orders. This text reflects current functionality because, if an 
unexecuted Market Order is held at a Trading Collar or the NBBO, it is 
available to trade against incoming contra-side orders. In such case, 
resting Market Orders have priority over other orders at that price. 
Because the Exchange proposes this priority category in the Pillar I 
Filing in new Rule 7.36P,\12\ the Exchange proposes to include this 
terminology in new Rule 7.31P.
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    \12\ See id. See also Rule 7.16(f)(viii) (providing that Market 
Orders have priority over all other order types).
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    The Exchange proposes to add text in Rule 7.31P(a)(1)(A) to use 
Pillar terminology to describe how a Market Order would be priced, 
traded, or routed consistent with the requirement not to trade through 
the NBBO. As proposed, on arrival, a Market Order to buy (sell) would 
be assigned a working price of the NBO (NBB) and would trade with all 
sell (buy) orders on the NYSE Arca Book \13\ priced at or below (above) 
the NBO (NBB) before routing to the NBO (NBB) on an Away Market. \14\ 
As further proposed, the quantity of a Market Order to buy (sell) not 
traded or routed would remain undisplayed on the NYSE Arca Book at a 
working price of the NBO (NBB) and would be eligible to trade with 
incoming sell (buy) orders at that price. When the updated NBO (NBB) is 
displayed, the Market Order to buy (sell) would be assigned a new 
working price of the updated NBO (NBB) and would trade with all sell 
(buy) orders on the NYSE Arca Book priced at or below (above) the 
updated NBO (NBB) before routing to the updated NBO (NBB) on an Away 
Market. Such assessment would continue at each new contra-side NBBO 
until the order is filled or a Trading Collar is reached. The rule 
would further provide that if the NBBO becomes locked or crossed while 
the order is held undisplayed, the Market Order to buy (sell) would be 
assigned a working price of the NBB (NBO).
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    \13\ As defined in proposed Rule 1.1(aP), in Pillar, the term 
``NYSE Arca Book'' would mean the NYSE Arca Marketplace's electronic 
file of orders, which contains all orders entered on the NYSE Arca 
Marketplace. See Pillar I Filing, supra note 4. Rule 1.1(e) defines 
the term ``NYSE Arca Marketplace'' to mean the electronic securities 
communications and trading facility designated by the Board of 
Directors through which orders of Users are consolidated for 
execution and/or display.
    \14\ As defined in proposed Rule 1.1(ffP), in Pillar, the term 
``Away Market'' would mean any exchange, alternative trading system 
(``ATS'') or other broker-dealer (1) with which the NYSE Arca 
Marketplace maintains an electronic linkage and (2) which provides 
instantaneous responses to orders routed from the NYSE Arca 
Marketplace. See Pillar I Filing, supra note 4.
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    Proposed new Rule 7.31P(a)(1)(B)(i)-(ii) would set forth Trading 
Collars in Pillar. The proposed rule text includes both non-substantive 
and substantive differences from Rule 7.31(a)(1). The proposed 
substantive difference relates the price at which a Market Order would 
not trade or route. Currently, a Market Order to buy (sell) will not 
trade or route at a price above (below) the Trading Collar. As proposed 
in new Rule 7.31P(a)(1)(B), a Market Order to buy (sell) would not 
trade or route to an Away Market at a price at or above (below) the 
Trading Collar. The Exchange believes that preventing orders from 
executing at the Trading Collar would promote a fair and orderly market 
by further reducing the potential for executions that could be clearly 
erroneous.\15\ Specifically, because an execution that occurs at the 
numerical guideline percentage away from the reference price is 
considered a clearly erroneous execution pursuant to Rule 7.10, the 
proposed difference to the Trading Collar functionality would prevent a 
Market Order from executing at the Trading Collar, which is based on 
the same numerical guideline.
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    \15\ See Rule 7.10(c)(1).
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    The Exchange proposes non-substantive differences for Rule 
7.31P(a)(1)(B)(i)-(ii) to streamline the rule text that is currently 
set forth in Rule 7.31(a)(1)(B) and (C). The proposed rule would not 
include text in Rule 7.31(a)(1)(A) that specifies that Trading Collars 
are available during the Market Order Auction. The current rule text is 
necessary because the Market Order Auction does not occur during the 
Core Trading Session. However, as proposed in the Pillar I Filing, the 
Core Open Auction would occur on the Pillar trading platform during the 
Core Trading Session.\16\ Accordingly, it is unnecessary in rules 
applicable to trading on Pillar that Trading Collars would be 
applicable during an auction that occurs during the Core Trading 
Session.
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    \16\ See proposed Rule 7.34P(a)(2) (Core Open Auction occurs 
during Core Trading Session), in Pillar I Filing, supra note 4.
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    Proposed Rule 7.31P(a)(1)(B)(i) would set forth the ``Calculation 
of a Trading Collar'' functionality that is currently in Rule 
7.31(a)(1)(B), with non-substantive differences to update the cross 
reference to proposed Rule 7.31P and to add that when the consolidated 
last sale price is either increased or decreased by the specified 
percentage, it would be

[[Page 45025]]

truncated to the MPV in the security.\17\ Accordingly, the proposed 
rule would provide that the Trading Collar would be based on a price 
that is a specified percentage away from the consolidated last sale 
price and it would be continuously updated based on market activity. 
The specified percentage would be equal to the corresponding 
``numerical guideline'' percentage set forth in Rule 7.10P(c)(1) 
(Clearly Erroneous Executions) for the Core Trading Session. The upper 
boundary of the Trading Collar would be the consolidated last sale 
price increased by the specified percentage truncated to the MPV for 
the security, and the lower boundary would be the consolidated last 
sale price decreased by the specified percentage truncated to the MPV 
for the security. A halt, suspension, or pause in trading would zero 
out the Trading Collar values, and the Trading Collar would be 
recalculated with the first consolidated last sale after trading 
resumes. If there is no consolidated last sale price on the same 
trading day, the Exchange would use the last Official Closing Price for 
the security.\18\
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    \17\ The term ``MPV'' is defined in Rule 7.6 as the minimum 
price variation for quoting and entry of orders in securities traded 
on the NYSE Arca Marketplace.
    \18\ The Exchange will be proposing to define the term 
``Official Closing Price'' for use in Pillar in a separate rule 
filing.
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    Proposed Rule 7.31P(a)(1)(B)(ii) would provide for the same 
functionality as in current Rule 7.31P(a)(1)(C)(i) with a substantive 
difference to reflect the proposal that Market Orders would not trade 
or route at the Trading Collar price, and non-substantive differences 
to use new Pillar terminology. As proposed, the rule would provide that 
if a Trading Collar is triggered, the unexecuted quantity of a Market 
Order to buy (sell) would be held undisplayed and assigned a working 
price one MPV below (above) the Trading Collar. Currently, Market 
Orders are held undisplayed at the Trading Collar. To reflect the 
proposed new functionality, Market Orders would be assigned a working 
price one MPV inside the Trading Collar. Proposed Rule 
7.31P(a)(1)(B)(ii) would further provide that the Market Order to buy 
(sell) would be available to trade with incoming orders to sell (buy) 
at that working price but would not trade with interest on the NYSE 
Arca Book or route until (i) additional opportunities to trade 
consistent with the Trading Collar restriction become available, either 
on the Corporation \19\ or an Away Market, or (ii) a new Trading Collar 
is calculated and the remaining quantity of the order(s) is then able 
to trade or route at prices consistent with the new Trading Collar and 
NBBO.
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    \19\ The term ``Corporation'' is defined in Rule 1.1(k) to mean 
NYSE Arca Equities, Inc., as described in the NYSE Arca Equities, 
Inc.'s Certificate of Incorporation and Bylaws.
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    The Exchange does not propose to include the following rule text 
from current Rule 7.31(a)(1)(C)(ii) in new Rule 7.31P:
     The statement that multiple Market Orders that become 
restricted by the Trading Collar will be ranked in time priority 
because such priority is now set forth in proposed new Rule 7.36P(e)(1) 
and (f), which define the Priority 1--Market Orders category and that 
within each priority category, orders would be ranked based on time 
priority.\20\
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    \20\ See Pillar I Filing, supra note 4.
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     The text that provides that a Market Order that becomes 
restricted by the Trading Collar will not be displayed because this 
functionality would now be set forth in the first sentence of proposed 
Rule 7.31P(a)(1)(B)(ii), described above.
    Limit Orders: Current Rule 7.31(a)(2) defines a Limit Order as an 
order to buy or sell a stated amount of a security at a specified price 
or better and a ``marketable'' Limit Order is a Limit Order to buy 
(sell) at or above (below) the contra-side PBBO for the security. Rule 
7.31(a)(2)(A) further provides that a Limit Order will not trade-
through, lock or cross a Protected Quotation, except as provided in 
Rule 7.37(g)(1). Rule 7.31(a)(2)(B) sets forth Limit Order Price 
Protection, which provides that a Limit Order will be rejected if it is 
priced a specified percentage away from the contra-side NBB or NBO. The 
specified percentage is equal to the corresponding ``numerical 
guideline'' percentage set forth in paragraph (c)(1) of Rule 7.10 for 
the Core Trading Session and Limit Order Price Protection is not 
applied to Limit Orders entered before the Core Trading Hours that are 
designated for the Core Trading Session or the Market Order Auction.
    Proposed Rule 7.31P(a)(2) would define Limit Orders in Pillar and 
would have one substantive difference from Rule 7.31(a)(2) relating to 
the price at which resting Limit Orders would be displayed if they were 
to become a BBO that would lock or cross the PBBO. Because of the 
additional terminology proposed to be available in the rules applicable 
to the Pillar trading platform, including new definitions and ranking 
and execution requirements set forth in proposed Rules 7.36P and 7.37P, 
the Exchange proposes new rule text to describe Limit Orders.
    The Exchange proposes to define Limit Orders in proposed Rule 
7.31P(a)(2) as an order to buy or sell a stated amount of a security at 
a specified price or better, which is the same as the first sentence of 
current Rule 7.31(a)(2). The Exchange does not propose to include the 
second sentence of current Rule 7.31(a)(2) in proposed Rule 7.31P(a)(2) 
because defining how a Limit Order is marketable is duplicative of the 
definition of ``Marketable'' in Rule 1.1.\21\
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    \21\ The Exchange recently amended Rule 1.1(g) to define the 
term ``Marketable'' to mean, for a Limit Order, and order that can 
be immediately executed or routed. See 2015 Definition Filing, supra 
note 7.
---------------------------------------------------------------------------

    To reflect Pillar terminology, proposed Rule 7.31P(a)(2) would 
provide that unless otherwise specified, the working price and the 
display price of a Limit Order would equal the limit price of the 
order, it would be eligible to be routed, and it would be ranked 
Priority 2--Display Orders. Additional order types in Pillar would be 
based on a Limit Order, in that they are orders with a specified price, 
but as described in greater detail below, these additional order types 
may not be displayed, may have a display price that differs from its 
working price, or may not route.
    The Exchange is not proposing to include in new Rule 7.31P(a)(2) 
the text in current Rule 7.31(a)(2)(A) because the requirement that a 
Limit Order not trade through, lock or cross a protected quotation 
would be set forth in proposed Rules 7.37P(a)(2), (a)(3), and 
(e)(2).\22\ Instead, the Exchange proposes to add new Rule 
7.31P(a)(2)(A) to use Pillar terminology to describe how a Limit Order 
would be priced, traded, or routed consistent with the requirement not 
to trade through the PBBO. As proposed, a marketable Limit Order to buy 
(sell) would trade with all sell (buy) orders on the NYSE Arca Book 
priced at or below (above) the PBO (PBO) before routing to the PBO 
(PBB) and may route to prices higher (lower) than the PBO (PBB) only 
after trading with sell (buy) orders on the NYSE Arca Book at each 
price point. Once no longer marketable, the Limit Order would be ranked 
and displayed on the NYSE Arca Book. The Exchange believes that 
proposed Rule 7.31P(a)(2)(A) would promote transparency regarding how 
Limit Orders would be priced, traded or routed on the Pillar trading 
platform.
---------------------------------------------------------------------------

    \22\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(a)(2)(B) would set forth Limit Order Price 
Protection, and is based on Rule 7.31(a)(2)(B). As proposed, a Limit 
Order to buy (sell) would be rejected if it is priced at or above 
(below) the specified percentage away from the NBO (NBB). Proposed Rule 
7.31P(a)(2)(B) would further

[[Page 45026]]

provide that the specified percentage is equal to the corresponding 
``numerical guideline'' percentage set forth in Rule 7.10P(c)(1) 
(Clearly Erroneous Executions) for the Core Trading Session. This 
language is based on current rule text with non-substantive differences 
regarding the cross-reference to Rule 7.10P. Proposed Rule 
7.31P(a)(2)(B) would next provide that Limit Order Price Protection 
would not be applied to an incoming Limit Order to buy (sell) if there 
is no NBO (NBB), which is the same as current rule text, with a non-
substantive difference not to use the term ``contra-side NBBO.''
    The last two sentences of proposed Rule 7.31P(a)(2)(B) would 
provide that Limit Order Price Protection would be applied when an 
order is eligible to trade and that a Limit Order entered before the 
Core Trading Session that is designated for the Core Trading Session 
only would become subject to the Limit Order Price Protection after the 
Core Open Auction. This proposed rule text is based on the last 
sentence of Rule 7.31(a)(2)(B), but with differences to incorporate the 
proposed changes to Rule 7.34P in the Pillar I Filing that the Core 
Open Auction would occur during the Core Trading Session. The Exchange 
believes that the proposed rule text would promote transparency of when 
the Limit Order Price Protection would be applicable to an incoming 
Limit Order on the Pillar trading platform. For example, a Limit Order 
designated for the Late Trading Session only that is entered during the 
Core Trading Session would not be subject to Limit Order Price 
Protection on arrival, but would be subject to the price test once the 
order becomes eligible to trade.
    The Exchange proposes to add new Rule 7.31P(a)(2)(C) to provide for 
new functionality in Pillar that would re-price resting Limit Orders in 
order to prevent those orders from becoming a BBO that would lock or 
cross the PBBO. As proposed, if the current BB (BO) is locked or 
crossed by an Away Market PBO (PBB), then the current BB (BO) is 
cancelled, executed, or routed and the next best-priced resting Limit 
Order(s) to buy (sell) on the NYSE Arca Book that would become the new 
BB (BO) would have a display price that would lock or cross the PBO 
(PBB), such Limit Order(s) to buy (sell) would be assigned a display 
price one MPV below (above) the PBO (PBB) and a working price equal to 
the PBO (PBB). For example, assume the Exchange BB is 10.00 and there 
is a resting, displayed Limit Order to buy at 9.99. Next, an Away 
Market displays a PBO priced at 9.99, which crosses the Exchange's 
10.00 BB, and the Exchange bid of 10.00 is cancelled. In this scenario, 
under proposed Pillar rules, the Limit Order to buy priced at 9.99 
would be displayed at 9.98, but would have a working price and be 
eligible to trade at 9.99.\23\ By displaying such Limit Order(s) to buy 
(sell) one MPV below (above) the PBO (PBB), such orders would not be 
displayed at a price that would lock or cross the PBBO. In addition, by 
assigning a working price equal to the PBO (PBB), such orders would 
remain available for an execution on the Exchange closer to their limit 
price, and priced so that they would not cause a trade-through of the 
PBBO.
---------------------------------------------------------------------------

    \23\ This functionality represents a change from current rules. 
Currently, in this example, because the Away Market crossed the 
Exchange's BB, the Exchange would then display the 9.99 Limit Order 
to buy as its new BB. Although in this scenario, the Away Market was 
the initiator of a quote that crossed the Exchange's BB, when the 
9.99 bid becomes the Exchange BB, it would lock the PBO.
---------------------------------------------------------------------------

    If a resting Limit Order is re-priced as described above, it would 
be re-priced again in one of two circumstances. First, if a Day ISO to 
buy (sell) arrives before the PBO (PBB) is updated, such re-priced 
resting Limit Order(s) to buy (sell) would be re-priced again to the 
lower (higher) of the display price of the Day ISO or the original 
price of the Limit Order(s). As discussed in greater detail below, a 
Day ISO represents current functionality, set forth in Rule 7.31(e)(3), 
of a PNP Order designated ISO, which may lock or cross a Manual or 
Protected Quotation. In the example above, if while the PBO is at 9.99, 
the Exchange receives a Day ISO to buy priced at 9.99, the Exchange 
would display that Day ISO and assign a new display price of 9.99 to 
the Limit Order that was previously displayed at 9.98.
    The second circumstance when a resting Limit Order that was re-
priced would be re-priced again would be when the PBBO moves such that 
the original limit price of the order would no longer lock or cross the 
PBBO. Accordingly, the proposed rule would provide that when the PBO 
(PBB) is updated, the Limit Order(s) to buy (sell) would be re-priced 
consistent with the original terms of the order. In the example above, 
once the PBO changes to 10.00 or higher, the Limit Order to buy priced 
at 9.99 would be displayed at 9.99, which is its limit price.
    Inside Limit Orders: Current Rule 7.31(a)(3) defines an Inside 
Limit Order as a Limit Order, which, if routed away pursuant to Rule 
7.37(d), will be routed to the contra-side NBBO. Any unfilled portion 
of the order will not be routed to the next best price level until all 
quotes at the current contra-side NBBO are exhausted. Once each contra-
side NBBO is exhausted, Exchange systems will display the order at the 
contra-side NBBO price and wait until the updated NBBO is displayed. If 
the contra-side NBBO is within the limit price of the Inside Limit 
Order, the Exchange will route to that single price point and continue 
such assessment at each new contra-side NBBO until the order is filled 
or no longer marketable. If the order is no longer marketable it will 
be ranked in the NYSE Arca Book pursuant to Rule 7.36.
    Current Rule 7.31(a)(3)(A) provides that an Inside Limit Order is 
``marketable'' when it is priced to buy (sell) at or above (below) the 
NBBO for the security.
    Current Rule 7.31(a)(3)(B) provides that an Inside Limit Order 
designated as a Primary Until 9:45 Order or a Primary After 3:55 Order 
will follow the order processing of an Inside Limit Order only when the 
order is on the NYSE Arca Book. Current Rule 7.31(a)(3)(C) provides 
that an Inside Limit Order will not trade through the NBBO or Protected 
Quotations. Finally, current Rule 7.31(a)(3)(D) provides that an Inside 
Limit Order may not be designated as a Discretionary Order or as IOC, 
but may be designated as NOW.\24\
---------------------------------------------------------------------------

    \24\ Pursuant to current Rule 7.31(b)(5), a NOW Modifier refers 
to a Limit Order that is to be executed in whole or in part on the 
Corporation, and the portion not so executed shall be routed 
pursuant to Rule 7.37(d).
---------------------------------------------------------------------------

    The Exchange is not proposing any functional differences to Inside 
Limit Orders in Pillar. However, the Exchange is proposing non-
substantive differences for the rule text defining Inside Limit Orders 
in order to use Pillar terminology to describe how Inside Limit Orders 
would be priced, traded, and routed on the Pillar trading platform.
    Proposed Rule 7.31P(a)(3) would define an Inside Limit Order as a 
Limit Order that is to be traded at the best price obtainable without 
trading through the NBBO. Because an Inside Limit Order functions 
similarly to a Market Order in that it is priced based on the NBBO and 
not the PBBO, the Exchange proposes to use terminology similar to the 
proposed rule text for Market Orders to describe how Inside Limit 
Orders would be priced, traded or routed on the Pillar trading platform 
consistent with the requirement not to trade through the NBBO.
    Proposed Rule 7.31P(a)(3)(A) would provide that on arrival, a 
marketable Inside Limit Order to buy (sell) would be assigned a working 
price of the NBO (NBB) and would trade with all sell (buy) orders on 
the NYSE Arca Book priced at or below (above) the NBO (NBB) before 
routing to the NBO (NBB)

[[Page 45027]]

on an Away Market. Once the NBO (NBB) is exhausted, the Inside Limit 
Order to buy (sell) would be displayed at its working price and be 
eligible to trade with incoming sell (buy) orders at that price. When 
the updated NBO (NBB) is displayed, the Inside Limit Order to buy 
(sell) would be assigned a new working price of the updated NBO (NBB) 
and would trade with all sell (buy) orders on the NYSE Arca Book priced 
at or below the updated NBO (NBB) before routing to the updated NBO 
(NBB) on an Away Market. Such assessment would continue at each new NBO 
(NBB) until the order is filled, no longer marketable, or the limit 
price is reached. Once the order is no longer marketable, it would be 
ranked and displayed on the NYSE Arca Book.
    The Exchange is not proposing to keep the text from Rule 
7.31(a)(3)(A) in proposed new Rule 7.31P(a)(3). As discussed above, the 
Exchange proposes to define the term marketable just once in the Pillar 
rules, in Rule 1.1, as amended. Similarly, the Exchange is not 
proposing to keep the text from Rule 7.31(a)(3)(C) in proposed new Rule 
7.31P(a)(3) because the requirement that an Inside Limit Order not 
trade through the NBBO or protected quotations is set forth in proposed 
Rules 7.37P(a)(2) and (4) \25\ and proposed Rule 7.31P(a)(3)(A) would 
provide the specificity of how an Inside Limit Order would not trade 
through the NBBO.
---------------------------------------------------------------------------

    \25\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(a)(3)(B) would provide that an Inside Limit 
Order designated as a Primary Until 9:45 Order or a Primary Until 3:55 
Order would follow the order processing of an Inside Limit Order only 
when the order is on the NYSE Arca Book. This rule text is based on 
Rule 7.31(a)(3)(B) without any differences.
    Proposed Rule 7.31P(a)(3)(C) would provide that an Inside Limit 
Order may not be designated as a Limit IOC Order but may be designated 
as a Limit Routable IOC Order. This rule text is based on current Rule 
7.31(a)(3)(D), but with non-substantive differences to use the proposed 
Pillar definitions, described in more detail below, to replace the term 
IOC with ``Limit IOC Order,'' and ``NOW Modifier'' with ``Limit 
Routable IOC Order.'' Finally, as noted above, because the Exchange is 
not proposing to offer Discretionary Order functionality in Pillar, the 
Exchange is not proposing to include references to Discretionary Orders 
in proposed Rule 7.31P(a)(3)(C).
    In order to use Pillar terminology to describe how orders are 
priced, traded, or routed on the Pillar trading platform, proposed Rule 
7.31P(a)(3)(C) would provide that an Inside Limit Order to buy (sell) 
designated as a Limit Routable IOC Order would trade with sell (buy) 
orders on the NYSE Arca Book priced at or below (above) the NBO (NBB) 
and the quantity not traded would be routed to the NBO (NBB). To 
reflect that the remaining quantity of the order would be cancelled 
after that first route, the proposed rule would further provide that 
any unfilled quantity not traded on the NYSE Arca Marketplace or an 
Away Market would be cancelled. The Exchange believes that the proposed 
rule text would promote transparency in Exchange rules regarding how 
Inside Limit Orders designated as a Limit Routable IOC Order would 
function on the Pillar trading platform.
Time in Force Modifiers (Proposed Rule 7.31P(b))
    Proposed Rule 7.31P(b) would set forth the Exchange's Time in Force 
Modifiers available in Pillar. As with Rule 7.31(b), the time-in-force 
modifiers would include the Day and IOC Modifiers. As noted above, at 
this time, the Exchange is not proposing to offer Open Modifiers (GTD 
or GTD) or the FOK Modifier in Pillar, and therefore these modifiers 
are included in proposed Rule 7.31P(b).
Day Modifier: Current Rule 7.31(b)(1) provides that any order to buy or 
sell designated with a Day Modifier, if not executed, will expire at 
the end of the day on which it was entered and a Day Modifier cannot be 
combined with any other Time in Force Modifier.
    Proposed Rule 7.31P(b)(1) would provide that any order to buy or 
sell designated Day, if not traded, would expire at the end of the 
designated session on the day on which it was entered. This proposed 
text is based on current Rule 7.31(b)(1) but uses Pillar terminology 
and stylistic terms to reflect when the order would expire.\26\ The 
proposed rule would further provide that a Day Order cannot be combined 
with any other Time in Force Modifier, which is based on the second 
sentence of current Rule 7.31(b)(1) without any differences.
---------------------------------------------------------------------------

    \26\ See also Pillar I Filing, supra note 4 at proposed Rule 
7.34P(b)(2) and (3) regarding for which trading sessions a Day 
modifier would be deemed designated.
---------------------------------------------------------------------------

    IOC Modifier: Current Rule 7.31(b)(3) provides that a Limit Order 
designated with an IOC Modifier is to be executed in whole or in part 
as soon as such order is received, and the portion not so executed is 
to be treated as cancelled. The rule further provides that an order 
designated with an IOC Modifier does not route and the IOC Modifier 
will override any posting or routing instructions of orders that 
include the IOC Modifier. Current Rule 7.31(b)(5) provides that a Limit 
Order designated with a NOW Modifier is to be executed in whole or in 
part on the Corporation, and the portion not so executed shall be 
routed pursuant to Rule 7.37(d) and that any portion not immediately 
executed by the NOW Recipient shall be cancelled. If an order 
designated NOW is not marketable when it is submitted to the 
Corporation, it shall be cancelled. An order designated NOW, if routed 
away pursuant to Rule 7.37(d), will be routed to all available 
quotations in the routing determination, including Protected 
Quotations, and the NOW Modifier will override any posting or routing 
instructions of orders that include the NOW Modifier.
    The Exchange proposes to describe its IOC modifiers in proposed 
Rule 7.31P(b)(2). As proposed, the Exchange would offer two forms of 
IOC modifiers on the Pillar trading platform, a Limit IOC Order, which 
is based on the current IOC modifier functionality and would not route, 
and a Limit Routable IOC Order, which is based on the current NOW 
Modifier and would be eligible to route.\27\ In Pillar, the Exchange 
proposes one substantive difference to provide for an MTS for a Limit 
IOC Order.
---------------------------------------------------------------------------

    \27\ On the Pillar trading platform, the Exchange would use the 
term ``Away Market'' instead of the term ``NOW Recipient.'' See 
Pillar I Filing, supra note 4 at proposed Rule 1.1(ffP). Because the 
current NOW modifier functions as an Limit Order with an IOC 
modifier that is eligible to route, on Pillar, the Exchange proposes 
to rename this as a Limit IOC Routable Order.
---------------------------------------------------------------------------

    As proposed, new Rule 7.31P(b)(2) would describe the general 
requirements of an IOC Modifier on the Pillar trading platform and 
would provide that a Limit Order designated IOC is to be traded in 
whole or in part as soon as such order is received, and the quantity 
not so traded is cancelled. Proposed Rule 7.31P(b)(2) would further 
provide that the IOC Modifier would override any posting or routing 
instructions of orders that include the IOC Modifier. This text is 
based on current Rule 7.31(b)(3) with non-substantive differences to 
use to term ``traded'' instead of ``executed,'' ``quantity'' instead of 
``portion,'' and not use the term ``Modifier'' in the first sentence of 
the rule text. Proposed Rule 7.31(b)(2) would further provide that a 
Limit Order designated IOC would not be eligible to participate in any 
auctions

[[Page 45028]]

and, if it arrives during auction processing, it would be 
cancelled.\28\
---------------------------------------------------------------------------

    \28\ See also proposed Rule 7.34P(c)(1)(B) and (C), in Pillar I 
Filing, supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.31(b)(2)(A) would set forth the definition for a 
Limit IOC Order, which would be a Limit Order to be traded in whole or 
in part as soon as such order is received without routing, and the 
quantity not so traded would be cancelled. This proposed rule is based 
on Rule 7.31(b)(3).
    The Exchange proposes to add new functionality in Pillar so that a 
Limit IOC Order to buy (sell) may be designated with an MTS. A Limit 
IOC Order to buy (sell) designated with an MTS would trade against sell 
(buy) orders in the NYSE Arca Book that in the aggregate, meet its MTS. 
A Limit IOC Order with an MTS that cannot be immediately traded at its 
minimum size would be cancelled in its entirety. This proposed 
functionality is based on existing NYSE Rule 13 governing Immediate or 
Cancel (``IOC'') Orders, which describe an IOC-MTS Order.\29\ The 
proposed MTS functionality on the Exchange would operate similarly to 
the IOC-MTS Order on the NYSE because it would require the minimum size 
to be met on arrival or be cancelled. It would differ from the NYSE 
IOC-MTS Order because on the Exchange, the MTS instruction would not be 
available for a Limit Routable IOC Order or an IOC ISO, which is 
described in more detail below.
---------------------------------------------------------------------------

    \29\ See NYSE Rule 13.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(b)(2)(B) would describe the Limit Routable IOC 
Order, which as noted above, is intended to replace the rule text 
describing the NOW Modifier, with non-substantive differences. As 
proposed, a Limit Routable IOC Order would be a Limit Order to be 
traded in whole or in part as soon as the order is received, and the 
quantity not so traded would be routed to Away Market(s). Any quantity 
not immediately traded either on the NYSE Arca Marketplace or an Away 
Market would be cancelled. The rule would further provide that a Limit 
Routable IOC Order may not be designated with an MTS, which is current 
functionality for the NOW Modifier.
    The Exchange believes proposed Rule 7.31(b)(2) would promote 
transparency regarding how the IOC Modifiers would function on the 
Pillar trading platform by defining the two available IOC modifiers--
one that routes and one that does not--using Pillar terminology.
Auction-Only Orders (Proposed Rule 7.31P(c))
    Proposed Rule 7.31P(c) would set forth the Exchange's Auction-Only 
Orders available in Pillar. Current Rule 7.31(c) defines an Auction-
Only Order as a Limit or Market Order that is to be executed within an 
Auction, and if not executed in the auction in which it participates, 
the balance of the order is cancelled.
    Current Rule 7.31(c)(1) defines a Limit-on-Open Order (``LOO 
Order'') as a Limit Order that is to be executed only during the Market 
Order Auction. Current Rule 7.31(c)(2) defines a Market-on-Open (``MOO 
Order'') as a Market Order that is to be executed only during the 
Market Order Auction. Current Rule 7.31(c)(3) defines a Limit-on-Close 
Order (``LOC Order'') as a Limit Order that is to be executed only 
during the Closing Auction. Current Rule 7.31(c)(4) defines a Market-
on-Close (``MOC Order'') as a Market Order that is to be executed only 
during the Closing Auction.
    Proposed Rule 7.31P(c) would define Auction-Only Orders in Pillar, 
with the following substantive differences from Rule 7.31(c):
     The Exchange would accept Auction-Only Orders in 
securities that are not eligible for an auction on the Exchange. 
Currently, the Exchange accepts Auction-Only Orders in securities that 
are not eligible for an auction on the Exchange only if such orders 
include a Primary Only Order instruction. As proposed, the Exchange 
would accept such orders and route them to the primary listing market 
without the Primary Only Order instruction.
     MOO and LOO Orders would be eligible to participate in a 
Trading Halt Auction.\30\
---------------------------------------------------------------------------

    \30\ A Trading Halt Auction is currently defined in Rule 7.35 as 
an auction following a halt in a security. See Rule 7.35(f).
---------------------------------------------------------------------------

    To reflect that the Exchange would accept Auction-Only Orders in 
securities not eligible for an auction on the Exchange, proposed Rule 
7.31P(c) would provide that an Auction-Only Order is a Limit or Market 
Order that is to be traded only within an auction pursuant to Rule 
7.35P or routed pursuant to Rule 7.34P.\31\ Because Auction-Only Orders 
in securities that are not eligible for an auction would be routed, the 
Exchange would not include in proposed Rule 7.31P(c) the current rule 
text that states that Auction-Only Orders are not routed to other 
exchanges.
---------------------------------------------------------------------------

    \31\ As set forth in the Pillar I Filing, the Exchange proposes 
that if it receives an Auction-Only Order in a security that is not 
eligible for an auction, it would route that order directly to the 
primary listing market. If the primary listing market does not 
accept such order, the Exchange would cancel the order. See Pillar I 
Filing, supra note 4 at proposed Rules 7.34P(c)(1)(D), (2)(B), and 
(3)(B).
---------------------------------------------------------------------------

    Proposed Rule 7.31P(c) would further provide that any quantity of 
an Auction-Only Order that is not traded in the designated auction 
would be cancelled. This rule text is based on current rule text, with 
non-substantive differences to use the terms ``quantity'' and 
``traded'' instead of ``balance of order'' and ``executed. The Exchange 
would not include in proposed Rule 7.31P(c) the current rule text that 
it would reject Auction-Only Orders if a security is suspended pursuant 
to Rule 7.35(g). The Exchange will be submitting a separate rule filing 
to adopt proposed Rule 7.35P to govern auctions in Pillar, and will 
address in that rule how the Exchange would handle orders if an auction 
were suspended.
    Proposed Rule 7.31P(c)(1)-(4) would set forth LOO, MOO, LOC and MOC 
Orders in Pillar and are based on current Rule 7.31(c)(1)-(4) with non-
substantive differences to use the terms ``traded'' instead of 
``executed'' and ``Core Open Auction'' instead of ``Market Order 
Auction.'' The Exchange is not proposing any substantive differences 
for the operation of LOO, MOO, LOC or MOC Orders with respect to the 
Core Open Auction or Closing Auction.
    The Exchange proposes substantive differences for how LOO and MOO 
Orders would function in Pillar. Currently, the Exchange does not 
accept LOO or MOO Orders for Trading Halt Auctions. In Pillar, the 
Exchange would accept LOO and MOO Orders for Trading Halt Auctions. 
Accordingly, proposed Rules 7.31P(c)(1) and (c)(2) would provide that 
LOO and MOO Orders are orders that are to be traded only during the 
Core Open Auction or a Trading Halt Auction. As further proposed, LOO 
and MOO Orders intended for a Trading Halt Auction would be accepted 
only during a trading halt.\32\ Because Limit Orders are eligible to 
trade in all trading sessions, proposed Rule 7.31P(c)(1) would provide 
that, LOO Orders intended for a Trading Halt Auction would be accepted 
only during trading halts, which may occur in any trading session. 
Because Market Orders

[[Page 45029]]

are only eligible to trade in the Core Trading Session, proposed Rule 
7.31P(c)(2) would provide that, MOO Orders intended for a Trading Halt 
Auction would be accepted only during trading halts that occur during 
the Core Trading Session.
---------------------------------------------------------------------------

    \32\ As proposed in Rule 7.34P(c)(2)(B), for MOO and LOO Orders 
in securities that are not eligible for an auction, the Exchange 
would not validate whether the primary listing market is accepting 
such orders and would route them on arrival. If the primary listing 
market does not accept such orders, e.g., if they are not in a 
trading halt, the Exchange would cancel such orders. See Pillar I 
Filing, supra note 4.
---------------------------------------------------------------------------

Orders With a Conditional or Undisplayed Price and/or Size
    Proposed Rule 7.31P(d) would set forth the Exchange's orders that 
would include a conditional instruction or an undisplayed size and/or 
price. Proposed Rule 7.31P(d) is similar to current Rule 7.31(d) with 
both non-substantive and substantive differences. As noted above, 
because the Exchange will not be using the term ``Working Order'' in 
Pillar, the Exchange proposes to describe this category as orders with 
a conditional or undisplayed price and/or size, which is descriptive of 
the type of orders that would be included in this category.
    Current Rule 7.31(d) provides for five types of Working Orders:
     Discretionary Order (Rule 7.31(d)(1));
     Reserve Order (Rule 7.31(d)(2));
     Passive Liquidity Order (Rule 7.31(d)(3));
     Mid-Point Passive Liquidity Order (Rule 7.31(d)(4)); and
     MPL Order immediate-or-cancel (Rule 7.31(d)(5)).
    As discussed above, the Exchange is not proposing to offer 
Discretionary Orders in Pillar and therefore proposed Rule 7.31P(d) 
would not include Discretionary Orders. In addition, the Exchange 
proposes to include Tracking Orders in proposed Rule 7.31P(d) because a 
Tracking Order is a conditional order with an undisplayed price and 
size.
    Reserve Orders: The functionality of Reserve Orders is under the 
following current rules:
     Current Rule 7.31(d)(2) defines a Reserve Order as a Limit 
Order with a portion of the size displayed and with a reserve portion 
of the size (``reserve size'') that is not displayed on the 
Corporation. The rule further provides that the display quantity of a 
Reserve Order must be in round lots, a Reserve Order cannot be combined 
with an order type that could never be displayed on the Corporation, 
may not be designated IOC, and a Reserve Order shall not lock, cross, 
or trade-through a Protected Quotation.
     Rule 7.36(a)(1)(B) further provides that if the displayed 
portion of a Reserve Order is decremented such that 99 shares or fewer 
are displayed, the displayed portion of the Reserve Order shall be 
refreshed for (i) the displayed amount; or (ii) the entire reserve 
amount, if the remaining reserve amount is smaller than the displayed 
amount. Rule 7.36(a)(2)(A) provides that the reserve portion of Reserve 
Orders are ranked on the specified limit price and the time of original 
order entry and after the displayed portion of a Reserve Order is 
refreshed from the reserve portion, the reserve portion remains ranked 
based on the original time of order entry, while the displayed portion 
is sent to the Display Order process with a new time-stamp.
     Finally, current Rule 7.37(a)(1) provides that the size of 
an incoming Reserve Order includes the displayed and reserve size and 
the size of the portion of the Reserve Order resident in the Display 
Order Process is equal to its displayed size.
    For Pillar, the Exchange proposes to consolidate the description of 
Reserve Orders into proposed Rule 7.31P(d)(1), with both substantive 
and non-substantive differences from current rules. The proposed 
substantive difference in Pillar would be that the non-display quantity 
of a Reserve Order would replenish the display quantity any time an 
execution of the displayed interest reduces the display. This proposed 
change is not novel and is based on how Minimum Display Reserve Orders 
function on NYSE.\33\
---------------------------------------------------------------------------

    \33\ See paragraph (c) of NYSE Rule 13 governing Reserve Order 
Types.
---------------------------------------------------------------------------

    As proposed, Rule 7.31P(d)(1) would provide that a Reserve Order is 
a Limit or Inside Limit Order with a quantity of the size displayed and 
with a reserve quantity of the size (``reserve interest'') that would 
not be displayed, which is based on the first sentence of current Rule 
7.31(d)(2). A Reserve Order in Rule 7.31(d)(1) is defined only as a 
Limit Order. However, because an Inside Limit Order is a Limit Order, 
and a Reserve Order can currently be combined with an Inside Limit 
Order, the definition of a Reserve Order in proposed Rule 7.31P(d)(1), 
includes Inside Limit Orders, is not substantively different from 
current Exchange rules. In addition, to reflect proposed Pillar 
terminology set forth in proposed Rule 7.36P and to replace text 
currently set forth in Rules 7.36 and 7.37, the Exchange proposes to 
provide that the displayed quantity of a Reserve Order would be ranked 
Priority 2--Display Orders and the reserve interest would be ranked 
Priority 3--Non-Display Orders. These proposed ranking priorities are 
the same as under current Exchange rules. Proposed Rule 7.31P(d)(1) 
would further provide that both the display quantity and the reserve 
interest of an arriving marketable Reserve Order would be eligible to 
trade with resting interest in the NYSE Arca Book or route to Away 
Markets, which is current functionality set forth in Rule 7.37(a)(1), 
which provides that the size of an incoming Reserve Order includes the 
displayed and reserve size.
    Consistent with Rule 7.31(d)(2), proposed Rule 7.31P(d)(1)(A) would 
provide that on entry, the display quantity of a Reserve order must be 
entered in round lots. In addition, this paragraph would also set forth 
the new functionality in Pillar that the displayed portion of a Reserve 
Order would be replenished following any execution. Further, the 
Exchange proposes to include in proposed Rule 7.31P(d)(1)(A) that the 
Exchange would display the full size of the Reserve Order when the 
unfilled quantity is less than the minimum display size for the order. 
This functionality does not represent a change from current rules, 
which is reflected in current Rule 7.36(a)(1)(B)(ii), but with non-
substantive differences to reflect proposed Pillar terminology.
    Proposed Rule 7.31P(d)(1)(B) would provide that each time a Reserve 
Order is replenished from reserve interest, a new working time would be 
assigned to the replenished quantity of the Reserve Order, while the 
reserve interest would retain the working time of original order entry. 
This proposed rule text reflects that same functionality set forth in 
current Rule 7.36(a)(1)(B) and (a)(2)(A), that each time reserve 
interest replenishes a Reserve Order, it receives a new time, while the 
reserve portion remains ranked based on the original order entry time. 
The proposed new rule text would use the new Pillar ``working time'' 
terminology proposed Rule 7.36P.
    Proposed Rule 7.31P(d)(1)(C) would provide that a Reserve Order 
must be designated Day and may be combined with the following orders 
only: Arca Only Order, Primary Pegged Order, or Q Order. Because Limit 
Orders, Inside Limit Orders, Arca Only Orders, Primary Pegged Orders, 
and Q Orders are all orders that are displayed, this proposed rule text 
is based on current rule text in Rule 7.31(d)(1)(2) that provides that 
a Reserve Order cannot be combined with an order type that could never 
be displayed on the Corporation.\34\ The Exchange proposes

[[Page 45030]]

to identify the specific order types that may be combined with a 
Reserve Order in proposed Rule 7.31P(d)(1) to consolidate in a single 
location all orders that are eligible to be designated as a Reserve 
Order. In addition, the Exchange proposes to state that a Reserve Order 
must be designated Day, rather than stating, as in Rule 7.31(d)(2), 
that a Reserve Order may not be designated IOC.
---------------------------------------------------------------------------

    \34\ See also current Rules 7.31(e)(3) (only a PNP Blind Order 
combined with ALO may not be designated as a Reserve Order); (g)(1) 
(Pegged Orders may be designated as a Reserve Order); and (h)(3) 
(specifying a Reserve Q Order). As discussed below, in Pillar, the 
Exchange proposes a substantive difference that Market Pegged Orders 
would not be displayed. Because such orders would not be displayed 
in Pillar, they would not be eligible to be designated as a Reserve 
Order.
---------------------------------------------------------------------------

    Finally, unlike Rule 7.31(d)(2), the Exchange does not propose to 
include text in new Rule 7.31P(d) that a Reserve Order would not lock, 
cross, or trade-through a Protected Quotation. As noted above, for 
trading on the Pillar platform, proposed Rule 7.37P(a) would set forth 
the general requirements that orders not lock, cross, or trade-through 
Protected Quotations. Further, Reserve Orders would be Limit Orders or 
Inside Limit Orders and proposed Rules 7.31P(a)(2) and (a)(3) would set 
forth how Limit Orders and Inside Limit Orders, respectively, would be 
priced or routed to avoid locking, crossing or trading through the 
PBBO.
    Limit Non-Displayed Order: Current Rule 7.31(d)(3) defines a 
Passive Liquidity Order as an Inside Limit Order to buy or sell a 
stated amount of a security at a specified, undisplayed price. Passive 
Liquidity Orders will not route and will be executed in the Working 
Order Process after all other Working Orders except undisplayed 
discretionary order interest. The rule further provides that Passive 
Liquidity Orders with a price superior to that of displayed orders will 
have price priority and will execute ahead of inferior priced displayed 
orders in the Display Order Process and a Passive Liquidity Order 
designated IOC shall be rejected. Rule 7.37(a)(1) further provides that 
Passive Liquidity Orders with a price superior to that of displayed 
orders will have price priority and will execute ahead of inferior 
priced displayed orders in the Display Order Process.
    As noted above, the Exchange proposes that for trading on Pillar, 
the Passive Liquidity Order would be renamed a Limit Non-Displayed 
Order. Proposed Rule 7.31P(d)(2) would define a Limit Non-Displayed 
Order as a Limit Order that would not be displayed and would not route, 
which is current functionality set forth in current Rule 7.31(d)(3). As 
described in the 2015 Order Type Filing, the reference to Inside Limit 
Order in Rule 7.31(d)(3) refers to the identifier associated with 
entering Passive Liquidity Orders. The description of how Passive 
Liquidity Orders operate is in Rule 7.31(d)(3).\35\ In Pillar, the 
Exchange would require for Limit Non-Displayed Orders the identifier 
associated with a Limit Order. However, as with the Passive Liquidity 
Order, proposed Rule 7.31P(d)(2) would describe how Limit Non-Displayed 
Orders would operate in Pillar. Accordingly, the Exchange proposes to 
define a Limit Non-Displayed Order in proposed Rule 7.31P(d)(2) as a 
Limit Order rather than defining it as an Inside Limit Order, as in 
current Rule 7.31(d)(3), which would not result in any differences in 
how this order type would function in Pillar.
---------------------------------------------------------------------------

    \35\ See 2015 Order Type Filing, supra note 6; see also 
Securities Exchange Act Release No. 74415 (March 3, 2015), 80 FR 
12537, 12539 (March 9, 2015) (SR-NYSEArca-2015-08) (Notice of Filing 
of 2015 Order Type Filing).
---------------------------------------------------------------------------

    Proposed Rule 7.31P(d)(2) would further provide that a Limit Non-
Displayed Order must be designated Day, would be valid for any trading 
session, and would not participate in any auctions. This proposed rule 
text is based on rule text in current Rule 7.31(d)(3) that provides 
that a Passive Liquidity Order designated IOC shall be rejected, rule 
text in current Rule 7.34(d)(1)(F) that provides that Limited Priced 
Orders are eligible for execution in the Opening Session, and rule text 
in current Rule 7.34(d)(3)(A) that orders eligible for the Working 
Order Process are eligible for execution in the Late Trading Session.
    The Exchange proposes two substantive differences for how Limit 
Non-Displayed Orders would function in Pillar.
     First, Limit Non-Displayed Orders would be ranked together 
with all other orders in the same priority category, and would not be 
ranked behind other non-displayed interest. To reflect this proposed 
substantive difference, proposed Rule 7.31P(d)(2) would provide that a 
Limit Non-Displayed Order would be ranked Priority 3--Non-Display 
Orders, which would mean that such orders would be ranked together with 
all other interest in that priority category.\36\
---------------------------------------------------------------------------

    \36\ The Exchange does not propose to include in proposed Rule 
7.31P(d)(2) the text in current Rule 7.31(d)(3) that a superior-
priced Passive Liquidity Order would trade ahead of an inferior-
priced display order because this priority rule would be set forth 
in proposed Rule 7.36P. Specifically, as set forth in more detail in 
the Pillar I Filing, supra note 4, proposed Rule 7.36P(c) would 
provide that all non-marketable orders are ranked according to 
price-time priority, which means that an order with a superior price 
would always be ranked ahead of an order with an inferior price, 
regardless of the order's priority category.
---------------------------------------------------------------------------

     Second, the Exchange would make available optional 
functionality for a Limit Non-Displayed Order to be designated with a 
Non-Display Remove Modifier, which would provide that an order so 
designated would trade with an incoming ALO Order. To reflect this 
proposed substantive difference, proposed Rule 7.31P(d)(2)(B) would 
provide that a Limit Non-Displayed Order may be designated with an 
optional Non-Display Remove Modifier and, if so designated, a Limit 
Non-Displayed Order to buy (sell) would trade as the liquidity-taking 
order with an incoming ALO Order to sell (buy) that has a working price 
equal to the working price of the Limit Non-Displayed Order. The 
Exchange proposes to add this functionality in Pillar to allow an ETP 
Holder that enters a Limit Non-Displayed Order the option to trade with 
an incoming ALO Order and to correlate to the proposed new 
functionality for ALO Orders, discussed in more detail below, which 
would provide that ALO Orders would not be rejected on arrival if 
marketable.\37\
---------------------------------------------------------------------------

    \37\ As discussed below in connection with the proposed ALO 
Order, if a Limit Non-Displayed Order is not designated with a Non-
Display Remove Modifier, an ALO Order to buy (sell) may be assigned 
a working price that is the same as the working price of a Limit 
Non-Displayed Order to sell (buy), and both orders would remain on 
the NYSE Arca Book at the same price, but not trade with each other.
---------------------------------------------------------------------------

    Finally, the Exchange proposes to use Pillar terminology in 
proposed Rule 7.31P(d)(2)(A) to describe how Limit Non-Displayed Orders 
would be priced so that they would not trade at prices that would trade 
through the PBBO, as provided for in proposed Rule 7.37P(c)(2).\38\ 
Similar to the proposed Pillar rule text for Market Orders, Limit 
Orders, and Inside Limit Orders, described above, proposed Rule 
7.31P(d)(2)(A) would use Pillar terminology and would provide that the 
working price of a Limit-Non-Displayed Order would be adjusted both on 
arrival and when resting on the NYSE Arca Book based on the limit price 
of the order. As proposed, if the limit price of a Limit Non-Display 
Order to buy (sell) is at or below (above) the PBO (PBB), it would have 
a working price equal to the limit price. If the limit price of a Limit 
Non-Displayed Order to buy (sell) is above (below) the PBO (PBB), it 
will have a working price equal to the PBO (PBB).
---------------------------------------------------------------------------

    \38\ See Pillar I Filing, supra note 4. Current Rule 7.37(c) 
provides that the price of an order must be equal to or better than 
the PBBO for a Limit Order and if an order is not executable within 
that parameter, it may be routed away. Because Passive Liquidity 
Orders are not routable, they are priced so that they would not 
trade through the PBBO.
---------------------------------------------------------------------------

    Mid-Point Liquidity Order: Current Rule 7.31(d)(4) defines a Mid-
Point Passive Liquidity Order (``MPL Order'') as a Limit Order priced 
at the midpoint

[[Page 45031]]

of the PBBO and not displayed and an order designated as an MPL Order 
will not route or trade-through a Protected Quotation. The rule further 
provides that an MPL Order shall have a minimum order entry size of one 
share and MPL Orders entered without a limit price or with an FOK 
modifier shall be rejected. Current Rule 7.31(d)(4)(A)--(E) set forth 
additional requirements for MPL Orders, including a minimum executable 
size for MPL Orders, eligibility of an MPL Order to trade in a locked 
or crossed market, ranking and session eligibility of MPL Orders, the 
``No Midpoint Execution'' modifier for Limit Orders, and the MPL-ALO 
Order. Current Rule 7.31(d)(5) provides separately for an MPL-IOC 
Order.
    Proposed Rule 7.31P(d)(3) would define Mid-Point Liquidity 
(``MPL'') Orders in Pillar. The Exchange proposes a number of non-
substantive differences for MPL Orders, including renaming the order 
type as a ``Mid-Point Liquidity Order'' (but still using the short-hand 
of ``MPL Order''). This difference in names would reflect that the 
Exchange would not use the term ``Passive Liquidity Order'' in Pillar. 
The Exchange proposes additional non-substantive difference to set 
forth all functionality relating to MPL Orders, including MPL-IOC and 
MPL-ALO Orders, in proposed Rule 7.31P(d)(3), and to use proposed 
Pillar terminology.
    The Exchange also proposes the following substantive differences 
for MPL Orders in Pillar:
     An arriving MPL Order could receive price improvement from 
resting orders in the NYSE Arca Book priced better than the midpoint of 
the PBBO;
     The optional MTS would be required to be of a minimum of 
one round lot and if an MPL Order with an optional MTS is traded in 
part or reduced in size and the remaining quantity of the order is less 
than the MTS, the order would cancel; and
     MPL-ALO Orders on arrival will trade with interest priced 
better than the midpoint of the PBBO.
    Proposed Rule 7.31P(d)(3) would provide that an MPL Order is a 
Limit Order that is not displayed and does not route, with a working 
price at the midpoint of the PBBO. This proposed rule text is 
consistent with current Rules 7.31(d)(4), but uses Pillar terminology 
to describe at what price an MPL Order would be eligible to trade. 
Specifically, current Rule 7.31(d)(4) defines an MPL Order as a Limit 
Order priced at the midpoint of the PBBO and not displayed, and an 
order designated as an MPL Order does not route.
    Proposed Rule 7.31P(d)(3) would further provide that an MPL Order 
would be ranked Priority 3--Non-Display Orders. This priority is the 
same as under current Rule 7.36, which ranks Working Orders behind 
orders in the Display Order Process, but uses proposed Pillar 
terminology to specify how an MPL Order would be ranked. In addition, 
proposed Rule 7.31P(d)(3) would provide that MPL Orders would be valid 
for any session and would not participate in any auctions, which is the 
same as in current Rule 7.31(d)(4)(C).
    Proposed Rule 7.31P(d)(3)(A) would provide that an MPL Order to buy 
(sell) must be designated with a limit price in the MPV for the 
security and would be eligible to trade only if the midpoint of PBBO is 
at or below (above) the limit price of the order. This does not 
represent a change from the way MPL Orders currently operate and is 
consistent with the rule text in the first sentence of current Rule 
7.31(d)(4)(C) that provides that an MPL Order is ranked for execution 
so long as the midpoint is within the limit range of the order, and 
rule text in current Rule 7.31(d)(3) that requires that an MPL Order be 
entered with a limit price.\39\
---------------------------------------------------------------------------

    \39\ The requirement for a limit price is also set forth in the 
proposed Rule 7.31P(d)(3) requirement that an MPL Order be a Limit 
Order, which includes the requirement for a limit price.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(d)(3)(B) would provide that if there is no PBB, 
PBO, or the PBBO is locked or crossed, both an arriving and resting MPL 
Order would wait for a PBBO that is not locked or crossed before being 
eligible to trade. This represents current functionality and is based 
on rule text in current Rule 7.31(d)(4)(B) that provides that if the 
market is locked or crossed, the MPL Order will wait for the market to 
unlock or uncross before becoming eligible to trade again, and rule 
text in current Rule 7.31(d)(3) that provides that an MPL Order is 
priced at the midpoint of the PBBO. Proposed Rule 7.31P(d)(3)(B) would 
include that an MPL Order would not be eligible to trade when there is 
no PBB or PBO because if there is only a one-sided PBBO, there would be 
no midpoint and it would not be possible to trade an MPL Order at a 
midpoint price.
    In addition, proposed Rule 7.31P(d)(3)(B) would provide that if a 
resting MPL Order(s) to buy (sell) trades with an MPL Order(s) to sell 
(buy) after there is an unlocked or uncrossed PBBO, the MPL Order with 
the later working time would be the liquidity-removing order. Because 
the Exchange's fees vary based on whether an order is liquidity 
providing or liquidity removing, the Exchange believes it is important 
to specify which MPL Order following the unlocking or uncrossing of the 
PBBO would be the liquidity-taking order.
    Proposed Rule 7.31P(d)(3)(C) would describe how MPL Orders would 
trade both on arrival and when resting. Unlike current Rule 
7.31(d)(4)(C), which provides that MPL Orders always execute at the 
midpoint and do not receive price improvement, the Exchange proposes a 
substantive difference in Pillar to provide price improvement for 
arriving MPL Orders. As proposed, Rule 7.31P(d)(3)(C) would provide 
that on arrival, an MPL Order to buy (sell) that is eligible to trade 
(i.e., the midpoint of the PBBO is within the limit price of the order, 
see proposed Rule 7.31P(d)(3)(A)) would trade with resting orders to 
sell (buy) with a working price at or below (above) the midpoint of the 
PBBO. This functionality would be new in Pillar and differs from 
current Rule 7.31(d)(4)(C) requirement that MPL Orders do not receive 
price improvement, but is similar to order functionality available on 
another exchange.\40\ As under current Rule 7.31(d)(4)(C), pursuant to 
proposed Rule 7.31P(d)(3)(C), resting MPL Orders to buy (sell) would 
trade at the midpoint of the PBBO against all incoming orders to sell 
(buy) priced at or below (above) the midpoint of the PBBO.
---------------------------------------------------------------------------

    \40\ See, e.g., EDGA Exchange, Inc. (``EDGA'') Rule 11.8(d) 
(defining a MidPoint Peg Order, which can trade at prices other than 
the midpoint of the NBBO); NASDAQ Stock Market LLC (``Nasdaq'') Rule 
4702(b)(5)(A) (defining a Midpoint Peg Post-Only Order, which can 
trade at prices other than the midpoint of the NBBO).
---------------------------------------------------------------------------

    The last sentence of proposed Rule 7.31P(d)(3)(C) would provide 
that an incoming Limit Order may be designated with a ``No Midpoint 
Execution'' modifier, in which case the incoming Limit Order would not 
trade with resting MPL Orders and may trade through such MPL Orders. 
This proposed rule reflects the same functionality as in current Rule 
7.31(d)(4)(D),\41\ with non-substantive differences to describe that 
such Limit Orders could trade through resting MPL Orders.
---------------------------------------------------------------------------

    \41\ Current Rule 7.31(d)(4)(D) provides that Users may mark 
incoming Limit Orders with a ``No Midpoint Execution'' modifier and 
so marked, those Limit Orders will ignore MPL Orders and trade 
against the rest of the book in the ordinary course.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(d)(3)(D) would set forth how MPL Orders with an 
optional MTS would function in Pillar. The new proposed rule would 
provide that an MPL Order may be designated with an MTS of a minimum of 
one round lot and would be rejected on arrival if the MTS is larger 
than the size of the MPL Order. The proposed

[[Page 45032]]

minimum of one round lot is a substantive difference from current Rule 
7.31(d)(4)(A), which provides that an MPL Order may have an MTS of only 
one share.
    In addition, the last sentence of proposed Rule 7.31P(d)(3)(D) to 
provide that if an MPL Order with an MTS is traded in part or reduced 
in size and the remaining quantity of the order is less than the MTS, 
the MPL Order would be cancelled. This would be a substantive 
difference from current Rule 7.31(d)(4)(A), which provides that should 
the leaves quantity become less than the minimum size, the minimum size 
restriction will no longer be enforced on executions. The Exchange is 
proposing that the Pillar rule be different in this regard because it 
would more closely align the function of an MPL Order with an MTS with 
the User's instruction that the trades be executed only in a minimum 
trade size.
    The remaining text in proposed Rule 7.31P(d)(3)(D) is not 
substantively different from Rule 7.31(d)(4)(A). Proposed Rue 
7.31P(d)(3)(D) would provide that on arrival, an MPL Order to buy 
(sell) with an MTS would trade with sell (buy) orders in the NYSE Arca 
Book that in the aggregate, meets its MTS. If the sell (buy) orders do 
not meet the MTS, the MPL Order to buy (sell) would not trade on 
arrival and would be ranked in the NYSE Arca Book. The proposed rule 
would further provide that once resting, an MPL Order to buy (sell) 
with an MTS would trade with an order to sell (buy) that meets the MTS 
and is priced at or below (above) the midpoint of the PBBO. If an order 
does not meet an MPL Order's MTS, the order would not trade with and 
may trade through such MPL Order. This proposed Pillar rule text is 
based on current Rule 7.31(d)(4)(A), but with non-substantive 
differences to use MTS terminology rather than ``minimum executable 
size'' and to describe how orders with an MTS interact with contra-side 
orders with more specificity.
    Proposed Rule 7.31P(d)(3)(E) would provide that an MPL Order could 
be designated IOC (``MPL-IOC Order''), which is based on current rule 
7.31(d)(5). As proposed, subject to IOC instructions, an MPL-IOC Order 
would follow the same trading and priority rules as an MPL Order, 
except that an MPL-IOC Order would be rejected if (i) the order entry 
size is less than one round lot, or (ii) there is no PBBO or the PBBO 
is locked or crossed. The proposed rule is the same as current Rule 
7.31(d)(5) with the following non-substantive differences: To 
streamline the rule text; replace the term ``execution'' with 
``trading''; and add that an MPL-IOC Order would be rejected both if 
the PBBO is locked or crossed and if there is no PBBO, which represents 
current functionality set forth in current Rule 7.31(d)(5) that an MPL-
IOC order is priced at the midpoint of the PBBO. The Exchange proposes 
to further add that an MPL-IOC Order cannot be designated ALO or with a 
Non-Display Remove Modifier, which is based on current functionality 
set forth in Rule 7.31(d)(5) that an MPL-IOC Order cancels if it does 
not trade on arrival, and therefore the ALO or Non-Display Remove 
Modifier would be inconsistent with the IOC instruction.
    Proposed Rule 7.31P(d)(3)(F) would provide that an MPL Order may be 
designated with an ALO Modifier (``MPL-ALO Order'') and is based on 
current Rule 7.31(c)(4)(E), which provides for MPL-ALO Orders on the 
current trading platform. As discussed in greater detail below, in 
Pillar, the Exchange is proposing substantive differences for how Limit 
Orders designated ALO would operate, including that if marketable on 
arrival against resting contra-side non-displayed orders, they would 
trade with such orders if the resting order would provide price 
improvement over the limit price of the ALO Order. The Exchange 
proposes that MPL-ALO Orders in Pillar would similarly, on arrival, 
trade with resting orders that provide price improvement over the 
midpoint of the PBBO. Thus, as proposed, an MPL-ALO Order to buy (sell) 
would trade with resting orders to sell (buy) with a working price 
below (above) the midpoint of the PBBO, but would not trade with 
resting orders to sell (buy) priced at the midpoint of the PBBO. The 
Exchange believes that providing a trading opportunity on arrival for 
an MPL-ALO Order that provides price improvement over the midpoint of 
the PBBO would be consistent with the terms of the order because the 
trade(s) would be at prices better than the midpoint of the PBBO and 
the order would not take liquidity priced at the midpoint of the PBBO. 
Proposed Rule 7.31P(d)(3)(F) would further provide that a resting MPL-
ALO Order to buy (sell) would trade with an arriving order to sell 
(buy) that is eligible to trade at the midpoint of the PBBO.
    Proposed Rule 7.31P(d)(3)(G) would provide that MPL Orders 
designated Day and MPL-ALO Orders may be designated with a Non-Display 
Remove Modifier, which is based on current functionality set forth in 
current Rule 7.31(e)(1)(C), but naming this functionality in Pillar as 
a ``Non-Display Remove Modifier.'' As proposed, on arrival, an MPL 
Order or MPL-ALO Order to buy (sell) with a Non-Display Remove Modifier 
would trade with resting non-displayed MPL Orders to sell (buy) priced 
at the midpoint of the PBBO and be the liquidity taker, regardless of 
whether the resting order to sell (buy) also has a Non-Display Remove 
Modifier. As further proposed, a resting MPL Order or MPL-ALO Order 
with a Non-Display Remove Modifier would be the liquidity taker when 
trading with arriving MPL Orders, including MPL-ALO Orders, that do not 
include a Non-Display Remove Modifier. This proposed functionality is 
based on rule text in current Rule 7.31(e)(1)(C), which provides that a 
User can specify that an MPL Order or MPL-ALO Order may execute against 
an arriving marketable MPL-ALO Order, and as further described in the 
rule filing to adopt the current rule text.\42\
---------------------------------------------------------------------------

    \42\ See Securities Exchange Act Release No. 67652 (Aug. 14, 
2012), 77 FR 50189 (Aug. 20, 2012) (SR-NYSEArca-2012-83) (Notice of 
filing of proposed rule change to provide that an arriving 
marketable MPL-ALO Order may be designated to interact with a 
resting MPL or MPL-ALO Order. An arriving MPL-ALO Order is the 
liquidity-providing order unless it has been designated to interact 
with resting MPL Orders, in which case the arriving MPL-ALO Order is 
the liquidity-taking order).
---------------------------------------------------------------------------

    Tracking Order: Current Rule 7.31(e)(6) defines a Tracking Order 
and sets forth how it is executed. Additional functionality relating to 
the Tracking Order Process is in current Rule 7.37(c).
    In Pillar, the Exchange proposes to consolidate all functionality 
associated with Tracking Orders in proposed Rule 7.31P(d)(4). The 
Exchange proposes two substantive differences to functionality of 
Tracking Orders:
     Tracking Orders would be priced based on the PBBO instead 
of the NBBO; and
     STP Modifiers would be available for Tracking Orders.
    To reflect the consolidation of two different rules, together with 
use of new Pillar terminology, the Exchange proposes all new rule text 
to describe Tracking Orders. Except for the two substantive 
differences, the proposed rule describes the same functionality as in 
current Rule 7.31(e)(6) and 7.37(c).
    Proposed Rule 7.31P(d)(4) would define a Tracking Order as an order 
to buy (sell) with a limit price that is not displayed, does not route, 
must be entered in round lots and designated Day, and would trade only 
with an order to sell (buy) that is eligible to route. This proposed 
rule text describes the same functionality as the first sentence of 
current Rule 7.31(e)(6), using Pillar terminology and specifying that 
Tracking Orders do not route, which is consistent with how they trade

[[Page 45033]]

in the Tracking Order Process pursuant to current Rule 7.37(c). The 
proposed definition would not use the term ``Limit Order,'' and the 
requirement for a Tracking Order to include a limit price would not 
mean that it would operate the same as a Limit Order, but rather, would 
function as provided for in proposed Rule 7.31P(d)(4).
    Proposed Rule 7.1P(d)(4) would further provide that the working 
price of a Tracking Order to buy (sell) would be the PBB (PBO), 
provided that such price is at or below (above) the limit price of the 
Tracking Order. The proposed rule describes the same functionality as 
the rule text in current Rule 7.31(e)(6) that ``[a] Tracking Order will 
execute at the same price as the same-side NBBO provided that such 
price shall not trade-through a Protected Quotation or the price of the 
Tracking Order,'' except that the Exchange is proposing a substantive 
difference that Tracking Orders would trade at prices based on the 
PBBO. Because Tracking Orders would trade based on the PBBO, proposed 
Rule 7.31P(d)(4) would provide that a Tracking Order would not be 
eligible to trade if the PBBO is locked or crossed. The Exchange 
proposes not to include in proposed Rule 7.31P(d)(4) the text in 
current Rule 7.31(e)(6) that a Tracking Order would not trade-through a 
Protected Quotation, because this requirement would be set forth in 
proposed Rule 7.37P(a)(3).\43\ Finally, proposed Rule 7.31P(d)(4) would 
provide that a Tracking Order may trade in odd lot or mixed lot 
quantities, which is consistent with Rule 7.38, which provides that 
Tracking Orders may not be entered in odd lots, but does not prohibit a 
Tracking Order from trading in odd lot or mixed lot quantities.
---------------------------------------------------------------------------

    \43\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    As discussed in the Pillar I Filing, the Exchange proposes to 
eliminate the term ``Tracking Order Process'' in Pillar, and proposed 
new Rule 7.36P would describe the priority categories for orders on the 
Exchange.\44\ As proposed in Rule 7.31P(d)(4), Tracking Orders would be 
subject to Priority 4--Tracking Orders and would have priority only 
after other priority categories are exhausted at each price level.
---------------------------------------------------------------------------

    \44\ Id.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(d)(4)(A) would further provide that a Tracking 
Order to buy (sell) would not trade on arrival and would be triggered 
to trade by an order to sell (buy) that (i) has exhausted all other 
interest eligible to trade at the Exchange, (ii) has a remaining 
quantity equal to or less than the size of a resting Tracking Order, 
and (iii) would otherwise route to an Away Market. The rule would 
further provide that a Tracking Order would trade with the entire 
unexecuted quantity of the contra-side order, not just the quantity 
being routed. The proposed rule text describes the same functionality 
as in current Rule 7.31(e)(6), which provides that a Tracking Order is 
eligible for execution in the Tracking Order Process against a contra-
side order that is eligible to route pursuant to Rule 7.37(d) and is 
equal to or less than the size of a resting Tracking Order, and as in 
current Rule 7.37(c), which provides that if an order that is eligible 
to route to an away market has not been executed in its entirety 
pursuant to paragraphs (a) and (b) of Rule 7.37, the NYSE Arca Market 
Place shall match and execute any remaining part of such order in the 
Tracking Order Process in price/time priority.
    Proposed Rule 7.31P(d)(4)(B) would provide that each time a 
Tracking Order is traded in part, any remaining quantity of the 
Tracking Order would be assigned a new working time and that a Tracking 
Order with a later working time would trade ahead of a Tracking Order 
with an earlier working time that does not meet the size requirement of 
an incoming order. This describes the same functionality as in current 
Rule 7.31(e)(6), which provides that a Tracking Order is assigned a new 
time priority upon each reposting, but uses Pillar terminology, and in 
particular the term ``working time,'' to describe when a Tracking Order 
would have priority.
    Proposed Rule 7.31P(d)(4)(C) would provide that a Tracking Order 
may be designated with an MTS of one round lot or more, which is 
consistent with the requirement in the first sentence of current Rule 
7.31(e)(6) that Tracking Orders must be entered in round lots, i.e., 
because the size of a Tracking Order cannot be less than a round lot, 
the MTS would need to be at least the size of the Tracking Order, which 
is in round lots. The proposed rule would further provide that if an 
incoming order cannot meet the MTS, a Tracking Order with a later 
working time could trade ahead of the Trading Order designated with the 
MTS with an earlier working time. The rule would further provide that 
if a Tracking Order with an MTS is traded in part or reduced in size 
and the remaining quantity is less than the MTS, the Tracking Order 
would be cancelled. This rule text describes the same functionality as 
set forth in the second and third sentences of current Rule 7.31(e)(6), 
which provide that an ETP Holder may specify a minimum executable size 
for a Tracking Order and if a Tracking Order with a minimum size 
requirement is executed but not exhausted and the remaining portion of 
the order is less than the minimum size requirement, the Tracking Order 
shall be cancelled, but with non-substantive differences to use Pillar 
terminology, including the term ``MTS'' instead of ``minimum executable 
size.''
    Finally, in Pillar, the Exchange would no longer ignore STP 
Modifiers for Tracking Orders. Accordingly, the Exchange is not 
proposing to include in proposed Rule 7.31P(d)(4) the rule text in 
current Rule 7.31(e)(6) that STP Modifiers are ignored for Tracking 
Orders. Because Tracking Orders would not have different treatment that 
other orders with respect to STP Modifiers, the Exchange would not 
mention STP Modifiers in proposed Rule 7.31P(d)(4).
Orders With Instructions Not to Route (Proposed Rule 7.31P(e)
    Proposed Rule 7.31P(e) would set forth orders with instructions not 
to route and is based in part on the orders specified in current Rule 
7.31(e). Current Rule 7.31(e) includes the following orders:
     Adding Liquidity Only (``ALO'') Order (Rule 7.31(e)(1));
     ISO (Rule 7.31(e)(2));
     PNP Order (Post No Preference) (Rule 7.31(e)(3));
     PNP Blind (Rule 7.31(e)(4));
     Cross Order (Rule 7.31(e)(5)); and
     Tracking Order (Rule 7.31(e)(6)).
    As discussed above, the Exchange proposes that Cross Orders and 
Tracking Orders would be set forth elsewhere in proposed Rule 
7.31P.\45\ In addition, the Exchange is not proposing to offer a PNP 
Order in Pillar. The Exchange proposes that Rule 7.31P(e) would 
include:
---------------------------------------------------------------------------

    \45\ See proposed Rules 7.31P(d)(4) (Tracking Orders) and 
7.31P(g) (Cross Orders).
---------------------------------------------------------------------------

     Arca Only Order, which are what PNP Blind Orders would be 
renamed;
     ALO Orders; and
     ISO Orders.
    In Pillar, the Exchange proposes a substantive difference that ALO 
Orders would not reject if marketable on arrival and instead would re-
price and/or trade, depending on the contra-side interest.\46\ The 
Exchange also proposes to provide for a Non-Display Remove Modifier for 
Arca Only Orders so that they may trade with an incoming ALO Order and 
to conform ALO functionality available for ISOs that are designated Day 
to operate consistent with the proposed ALO Order functionality in 
Pillar.
---------------------------------------------------------------------------

    \46\ ALO Orders in Pillar would be based in part on current PNP 
Blind Orders designated ALO (``PNPB-ALO'') functionality set forth 
in current Rule 7.31(e)(4), which do not reject on arrival if they 
would trade through an Away Market PBBO.
---------------------------------------------------------------------------

    Arca Only Order: Current Rule 7.31(e)(4) defines a PNP Blind Order 
as

[[Page 45034]]

a PNP Order that re-prices if it would create a violation of Rule 
610(d) of Regulation NMS by locking or crossing the protected quotation 
of an external market or would cause a violation of Rule 611 of 
Regulation NMS.
    Proposed Rule 7.31P(e)(1) would set forth Arca Only Orders in 
Pillar, which would function the same as PNP Blind Orders. Proposed 
Rule 7.31P(e)(1) would use Pillar terminology to describe how such 
orders would be priced and ranked. The Exchange also proposes a 
substantive difference for Arca Only Orders that would allow such 
orders to be designated with a Non-Display Remove Modifier.
    Proposed Rule 7.31P(e)(1) would define an Arca Only Order as a 
Limit Order that does not route. Because the only primary order type 
for an Arca Only Order is a Limit Order, an Inside Limit Order cannot 
also be an Arca Only Order.\47\
---------------------------------------------------------------------------

    \47\ As described in proposed Rule 7.31P(a)(2) and (a)(3), an 
Inside Limit Order differs from a Limit Order because it is priced 
based on the NBBO, and therefore routes differently than a Limit 
Order. Because an Arca Only Order would not route, the differing 
routing treatment applicable to Inside Limit Orders would not be 
operative for Arca Only Orders.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(1)(A) would provide that an Arca Only Order 
to buy (sell) that, at the time of entry and after trading with any 
sell (buy) orders in the NYSE Arca Book priced at or below (above) the 
PBO (PBB), would create a violation of Rule 610(d) of Regulation NMS 
\48\ by locking or crossing the protected quotation of an Away Market 
or would cause a violation of Rule 611 of Regulation NMS,\49\ would be 
re-priced. This rule text is based on current Rule 7.31(e)(4) with non-
substantive differences to provide more specificity that an Arca Only 
Order would trade with contra-side orders on the NYSE Arca Book before 
being evaluated for re-pricing.
---------------------------------------------------------------------------

    \48\ 17 CFR 242.610(d).
    \49\ 17 CFR 242.611.
---------------------------------------------------------------------------

    The Exchange also proposes to describe how an Arca Only Order would 
be re-priced by using Pillar terminology to specify the working price 
and display price of an Arca Only Order and refer to an Away Market PBO 
or PBB. The Exchange believes that the proposed non-substantive 
differences would make the rule easier to navigate of when the working 
price and/or display price of an Arca Only Order would change.
     Proposed Rule 7.31P(e)(1)(A)(i) would provide that on 
arrival and after trading with orders in the NYSE Arca Book priced 
below (above) the PBO (PBB), an Arca Only Order to buy (sell) would 
have a working price of the PBO (PBB) of an Away Market and a display 
price one MPV below (above) the PBO (PBB). The proposed assignment of a 
working price and display price in Pillar is how a PNP Blind Order is 
priced when it is first posted to the NYSE Arca Book, as described in 
current Rule 7.31(e)(4).
     Proposed Rule 7.31P(e)(1)(A)(ii) would provide that if the 
PBO (PBB) of an Away Market re-prices higher (lower), an Arca Only 
Order to buy (sell) would be assigned a new working price of the 
updated PBO (PBB) and a new display price of one MPV below (above) that 
updated PBO (PBB). This proposed re-pricing is how a PNP Blind order is 
re-priced if the PBO (PBB) moves higher (lower), as described in the 
first sentence of current Rule 7.31(e)(4)(A).
     Proposed Rule 7.31P(e)(1)(A)(iii) would provide that if 
the PBO (PBB) of an Away Market re-prices to be equal to or lower 
(higher) than the Arca Only Order's last display price, an Arca Only 
Order to buy (sell)'s display price would not change, but the working 
price would be adjusted to be equal to its display price. This re-
pricing is currently how a PNP Blind order is re-priced if the PBO 
(PBB) moves to be equal to or lower (higher) than the last display 
price of a PNP Blind order to buy (sell), as set forth in the second 
sentence of current Rule 7.31(e)(4)(A), but using Pillar terminology to 
distinguish between the working and display price of the order.
     Proposed Rule 7.31P(e)(1)(A)(iv) would provide that if an 
Arca Only Order's limit price no longer locks or crosses the PBO (PBB) 
of an Away Market, an Arca Only Order to buy (sell) would be assigned a 
working price and display price equal to its limit price and would not 
be assigned a new working price or display price based on changes to 
the PBO (PBB). This proposed re-pricing is how a PNP Blind order is re-
priced when it no longer locks or crosses the PBBO, as described in the 
third sentence of current Rule 7.31(e)(4)(A), but using Pillar 
terminology.
    Rule 7.31(e)(4) provides that a PNP Blind order will retain its 
original limit price irrespective of the prices at which such order is 
priced and displayed. The Exchange does not propose to include this 
language in proposed Rule 7.31P(e)(1) because it is proposing to define 
the working price and display price as terms separate from the limit 
price,\50\ and as proposed, only the working price and display price of 
an Arca Only Order would be adjusted. In addition, the last sentence of 
current Rule 7.31(e)(4) provides that a PNPB-ALO is not cancelled if it 
is marketable against the PBBO and may not be designated as a Reserve 
Order. This text would not be included in proposed Rule 7.31P(e)(1) 
because in Pillar, functionality relating to ALO Orders for Arca Only 
Orders will be set forth in proposed Rule 7.31P(e)(2) and which orders 
may be combined with a Reserve Order would be set forth in proposed 
Rule 7.31P(d)(1)(C).\51\
---------------------------------------------------------------------------

    \50\ See Pillar I Filing, supra note 4 at proposed Rule 
7.36P(a).
    \51\ Consistent with current Rule 7.31(e)(4), an ALO Order in 
Pillar would not be allowed to be designated as a Reserve Order.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(1)(B) would provide that an Arca Only Order 
with a working price different from the display price would be ranked 
Priority 3-Non-Display Orders and an Arca Only Order with a working 
price equal to the display price would be ranked Priority 2-Display 
Orders. This proposed rule text uses Pillar terminology to describe the 
priority ranking of Arca Only Orders and is the same priority described 
in current Rule 7.31(e)(4)(B). Rule 7.31(e)(4)(B) provides that PNP 
Blind orders are governed by the Exchange's Display Order Process set 
forth in Rule 7.36 and that marketable contra orders will execute first 
against PNP Blind orders, only at superior prices, then the rest of the 
book. In addition, all PNP Blind orders that are re-priced and re-
displayed will retain their priority as compared to other PNP Blind 
orders based upon the time such orders were initially received by the 
Exchange, regardless of the price of the order. Under Pillar rules, 
because a Priority 3--Non-Display Order that is better priced than a 
Priority 2--Display Order would have priority pursuant to proposed Rule 
7.36P(c)-(e), the Exchange would not repeat this priority requirement 
in proposed Rule 7.31P(e)(1)(B). Similarly, because Arca Only Orders 
would be subject to the Exchange's proposed general requirement set 
forth in proposed Rule 7.36P(f)(2) that an order is assigned a new 
working time any time the working price of an order changes, the 
Exchange would not repeat this requirement in proposed Rule 
7.31P(e)(1)(B).
    Proposed Rule 7.31P(e)(1)(C) would provide that an Arca Only Order 
may be designated with an optional Non-Display Remove Modifier. This 
proposal would be new functionality available in Pillar to provide that 
a resting Arca Only Order that has an undisplayed working price could 
trade with an incoming ALO Order, and in such case, the resting Arca 
Only Order would be considered the liquidity-taking order and the ALO 
Order would be able to

[[Page 45035]]

meet its terms to be the liquidity-providing order. Accordingly, as 
proposed, if designated with a Non-Display Remove Modifier, an Arca 
Only Order to buy (sell) with a working price, but not display price, 
equal to the working price of an ALO Order to sell (buy) would trade as 
the liquidity taker against such ALO Order.
    ALO Order: Current Rule 7.31(e)(1) defines an ALO Order as a Limit 
Order that is accepted and placed on the NYSE Arca book only where the 
order adds liquidity to the NYSE Arca Book and an ALO Order will be 
rejected on arrival if it would lock or cross the market or is 
marketable, except as provided for in section (e)(1)(C) of the Rule, 
which states that an MPL-ALO Order may be designated to trade with 
another MPL-ALO Order.
    Proposed Rule 7.31P(e)(2) would define ALO Orders in Pillar. The 
Exchange does not propose in Rule 7.31P(e)(2) that an ALO Order would 
be rejected on arrival if it is marketable or if it would lock or cross 
the market. Rather, the Exchange proposes a substantive difference in 
Pillar, such that an ALO Order would re-price rather than trade with 
displayed liquidity or route to a protected quotation. The Exchange 
proposes a further substantive difference in Pillar to provide that an 
ALO Order could either trade with non-displayed orders or be displayed 
at a price that would lock contra-side non-displayed orders on the NYSE 
Arca Book.
    Proposed Rule 7.31P(e)(2) would define an ALO Order as an Arca Only 
Order that, except as specified in proposed Rule 7.31P(e)(2)(C), would 
not remove liquidity from the NYSE Arca Book.\52\ By proposing to 
define an ALO Order as an Arca Only Order in Pillar, all of the 
requirements of an Arca Only Order would be applicable to an ALO Order, 
including that an ALO Order would not route, which is consistent with 
how ALO Orders currently function as set forth in the second and third 
sentences of current Rule 7.31(e)(1). The proposed requirement that an 
ALO Order be an Arca Only Order is also consistent with the current 
requirement in Rule 7.31(e)(1) that an ALO Order be either a PNP Order, 
PNP Blind order, or MPL Order. In Pillar, because the Exchange would 
not be offering PNP Orders and functionality relating to MPL Orders 
designated ALO would be set forth in proposed Rule 7.31P(d)(3), having 
ALO Orders based on Arca Only Orders is consistent with the current 
functionality that requires an ALO Order to be a PNP Blind order.
---------------------------------------------------------------------------

    \52\ The ALO Order in Pillar is based in part on the current 
PNPB-ALO order described in the last sentence of Rule 7.31(e)(4).
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(2) would further provide that upon entry, an 
ALO Order must have a minimum of one displayed round lot. This 
represents a new requirement for ALO Orders in Pillar and is based on 
how ALO Orders operate on the NYSE.\53\ Because an ALO Order is an 
order that is intended to be displayed, the Exchange believes that the 
round lot minimum requirement would promote the display of an ALO 
Order.
---------------------------------------------------------------------------

    \53\ See paragraph (a) governing ALO Orders in NYSE Rule 13 
(``Upon entry, limit orders designated ALO must have a minimum of 
one displayable round lot.'')
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(2)(A) would specify that ALO Orders may 
participate in auctions, but the ALO designation would be ignored and 
that an ALO Order that has not traded in an auction would be assigned a 
working price and display price, described below. In the current 
trading platform, an ALO Order that has been accepted and placed on the 
NYSE Arca Book pursuant to Rule 7.31(e)(1) is eligible to participate 
in an auction. Because in Pillar, the Exchange proposes a substantive 
difference to re-price ALO Orders, the Exchange proposes to add rule 
text regarding how ALO Orders would be re-priced following an auction. 
The proposed rule text is based on how ALO Orders operate on the 
NYSE.\54\
---------------------------------------------------------------------------

    \54\ See paragraph (a) governing ALO Orders in NYSE Rule 13 
(``Limit orders designated ALO may participate in the open or close, 
but the ALO designation shall be ignored'').
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(2)(B)(i)-(iv) would specify how an ALO Order 
to buy (sell) would be re-priced if, at the time of entry, it would be 
marketable against the BO (BB) or would lock or cross a protected 
quotation in violation of Rule 610(d) of Regulation NMS.\55\
---------------------------------------------------------------------------

    \55\ 17 CFR 242.610(d). The proposed re-pricing functionality 
for an ALO Order in Pillar is similar to how orders operate on other 
exchanges. See, e.g., paragraph (b) governing ALO Orders in NYSE 
Rule 13; Nasdaq Rule 4702(b)(4)(A) (defining a ``Post-Only Order'').
---------------------------------------------------------------------------

     Proposed Rule 7.31P(e)(2)(B)(i) would provide that if the 
BO (BB) is higher (lower) than the PBO (PBB), an ALO Order to buy 
(sell) would have a working price of the PBO (PBB) and a display price 
one MPV below (above) the PBO (PBB). As proposed, for an ALO Order to 
buy, if the BO is higher than the PBO, the order would be priced the 
same as a straight Arca Only Order, because such order would not be 
marketable against the BO or route to the PBO. The proposed re-pricing 
would assure that the ALO Order would not lock the PBO.
     Proposed Rule 7.31P(e)(2)(B)(ii) would provide that if the 
BO (BB) is equal to the PBO (PBB), an ALO Order to buy (sell) would 
have a working price and a display price one MPV below (above) the PBO 
(PBB). This proposed rule text reflects that an ALO Order could not 
trade at the contra-side BBO, nor would the Exchange assign a working 
price to an ALO Order that would lock the Exchange's BBO.
     Proposed Rule 7.31P(e)(2)(B)(iii) would provide that if 
the PBO (PBB) re-prices higher (lower), an ALO Order to buy (sell) 
would be assigned a new working price and display price consistent with 
proposed Rule 7.31P(e)(2)(B)(i) and (ii). Accordingly, as the PBO 
moves, the re-pricing of the ALO Order would function the same as it 
would on arrival. Accordingly, each time the PBBO moves, the Exchange 
would evaluate both the BBO and the PBBO to determine which working and 
display price should be assigned to the ALO Order.
     Proposed Rule 7.31P(e)(2)(B)(iv) would provide that if the 
PBO (PBB) re-prices lower (higher) to be equal to or lower (higher) 
than the ALO Order's last display price or if its limit price no longer 
locks or crosses the PBO (PBB), an ALO Order to buy (sell) would be 
priced pursuant to proposed Rule 7.31P(e)(1)(A)(iii) and (iv). 
Accordingly, as proposed, an ALO Order would follow the re-pricing 
instructions of a straight Arca Only Order if the PBBO moves into the 
price of the order or if it is displayed at its limit price. As such, 
the ALO Order would not re-price but would remain at its displayed 
price.
    Proposed Rule 7.31P(e)(2)(C) would provide how an ALO Order to buy 
(sell) would either trade with or lock orders priced below (above) the 
BO (BB), which, for purposes of this section of the Rule would be 
referred to as ``non-displayed order(s).'' \56\ This proposed 
functionality would be a substantive difference from how an ALO Order 
functions on the current trading platform, which, as provided for in 
Rule 7.31(e)(1)(C), will be rejected where, at the time of entry, it 
would interact with un-displayed orders on NYSE Arca.
---------------------------------------------------------------------------

    \56\ By defining ``non-displayed order(s)'' as any interest 
priced inferior to the BBO, it would include Limit Non-Displayed 
Orders, Arca Only Orders with a non-displayed working price, ALO 
Orders with a non-displayed working price, and odd-lot orders. As 
proposed in Rule 7.31P(e)(2)(D), ALO Orders would not trigger an MPL 
Order to trade, and therefore MPL Orders would not be considered a 
``non-displayed order'' for purposes of this definition.
---------------------------------------------------------------------------

     Proposed Rule 7.31P(e)(2)(C)(i) would provide that if the 
limit price of an ALO Order to buy (sell) is higher (lower) than the 
working price of resting

[[Page 45036]]

non-displayed order(s) to sell (buy), it would trade as the liquidity 
taker with such order(s). This proposed functionality would provide 
price improvement to an incoming ALO Order and is consistent with how 
other markets currently function.\57\
---------------------------------------------------------------------------

    \57\ See, e.g., BATS Exchange, Inc. (``BATS'') Rule 11.9(c)(6) 
(BATS Post Only Order will remove contra-side liquidity from the 
BATS Book if the value of such execution when removing liquidity 
equals or exceeds the value of such execution if the order instead 
posted the BATS book and subsequently provided liquidity, including 
the applicable fees charged or rebates provided); see also Nasdaq 
Rule 4702(b)(5)(A) (Post-Only Orders will trade on arrival if 
economically beneficial).
---------------------------------------------------------------------------

     Proposed Rule 7.31P(e)(2)(C)(ii) would provide that if the 
limit price of an ALO Order to buy (sell) is equal to the working price 
of resting non-displayed order(s) to sell (buy), it would post to the 
NYSE Arca Book and would not trade with such order(s), unless such 
order(s) is a Limit Non-Displayed Order or Arca Only Order to sell 
(buy) that has been designated with a Non-Display Remove Modifier. As 
described above, the ALO Order would be considered the liquidity-
providing order when trading with an order designated with a Non-
Display Remove Modifier.\58\ Accordingly, subject to this exception, if 
the non-displayed order(s) would not provide price improvement over the 
limit price of the ALO Order, i.e., they are at the same price, the ALO 
Order would not trade with such interest and instead would be displayed 
at that price. This proposed functionality would be new for Pillar and 
is similar to how other markets operate.\59\
---------------------------------------------------------------------------

    \58\ ETP Holders that elect to use the optional Non-Display 
Remove Modifier would be the liquidity-taking order if trading with 
an ALO Order.
    \59\ Id.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(2)(D) would provide that an ALO Order would 
not trigger a contra-side MPL Order to trade. This functionality is the 
same as current Rule 7.31(e)(1)(C), which provides that an ALO Order 
will ignore MPL Orders.\60\ The Exchange proposes to revise how to 
reflect this functionality in proposed Rule 7.31P(e)(2)(D) and the 
proposed language is based on paragraph (d) governing ALO Orders in 
NYSE Rule 13.
---------------------------------------------------------------------------

    \60\ Current Rule 7.31(e)(1)(C) further specifies how MPL or 
MPL-ALO Orders may interact. As described above, the Exchange 
proposes to set forth in proposed Rule 7.31P(d)(3)(G) how MPL and 
MPL-ALO Orders would interact if designated with a Non-Display 
Remove Modifier, and does not propose to repeat this text in the 
definition of an ALO Order.
---------------------------------------------------------------------------

    ISO: Rules 7.31(e)(2) and (e)(4), together with Rules 7.37(e)(3)(C) 
and (g)(1), set forth how ISOs function on the current trading 
platform.
    Proposed Rule 7.31P(e)(3) would define ISOs in Pillar. The Exchange 
proposes non-substantive differences to the rule text to define 
separately an ``IOC ISO'' and a ``Day ISO,'' each of which are existing 
order types. The proposed structure of the rule is based on NYSE Rule 
13 governing ISOs.
    As proposed, Rule 7.31P(e)(3) would define an ISO as a Limit Order 
that does not route and meets the requirements of Rule 600(b)(3) of 
Regulation NMS.\61\ This definition is the same as current Rule 
7.31(e)(2). Proposed Rule 7.31P(e)(3)(A) would further provide that an 
ISO may trade through a protected bid or offer, and would not be 
rejected or cancelled if it would lock, cross, or be marketable against 
an Away Market provided that it meets the requirements specified in 
proposed Rule 7.31P(e)(3)(A)(i) and (ii). This rule text reflects the 
same functionality as in current Rules 7.31(e)(2) and 7.37(g)(1).
---------------------------------------------------------------------------

    \61\ 17 CFR 242.600(b)(3).
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(3)(A)(i)-(ii) would specify additional 
requirements related to ISOs that are based on the Regulation NMS 
definition of an ISO \62\ and requirements specified in current Rules 
7.37(e)(3)(C) and (g)(1). As proposed, an ISO would need to be 
identified as an ISO in the manner prescribed by the Exchange and, 
simultaneously with the routing of an ISO to the Exchange, the ETP 
Holder routes one or more additional Limit Orders, as necessary, to 
trade against the full displayed size of any protected bids (for sell 
orders) or protected offers (for buy orders) on Away Markets and these 
additional routed orders must be identified as ISO.\63\
---------------------------------------------------------------------------

    \62\ Id.
    \63\ This proposed rule text is based on paragraphs (a)(i) and 
(ii) governing ISOs in NYSE Rule 13, which is also based on the 
Regulation NMS definition of an ISO. The Exchange proposes a non-
substantive difference from the NYSE rule to specify in proposed 
Rule 7.31P(e)(3)(A)(ii) that an ETP Holder is responsible for 
routing the additional Limit Orders as ISO, as it is the 
responsibility of the entering firm and not the Exchange to route 
those additional ISOs. In addition, the Exchange will not include in 
proposed Rule 7.31P(e)(3) the current rule text from Rule 7.31(e)(2) 
that provides ``any inbound order received over NMS Linkage will 
constitute an ISO'' because ``NMS Linkage'' is an obsolete 
reference.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(3)(B) would set forth IOC ISOs in Pillar, 
which would not function any differently in Pillar than they do on the 
current trading platform.\64\ As proposed, an IOC ISO would be traded 
with contra-side interest in the NYSE Arca Book up to its full size and 
limit price and the quantity not so traded would be immediately and 
automatically cancelled. The Exchange proposes in Pillar to separately 
provide for IOC ISOs in proposed Rule 7.31P(e)(3) to distinguish this 
functionality from a Day ISO. Because the Exchange proposes to add MTS 
functionality for Limit IOC Orders, the Exchange proposes to specify in 
proposed Rule 7.31P(e)(3)(C) that an IOC ISO may not be designated with 
an MTS.
---------------------------------------------------------------------------

    \64\ As provided for in Commentary .01 to Rule 7.31, Users may 
combine order types and modifiers, and IOC ISO functionality is 
currently available by combining an ISO pursuant to Rule 7.31(e)(2) 
with the IOC modifier set forth in Rule 7.31(b)(3). See also 
Securities Exchange Act Release No. 54549 (Sept. 29, 2006), 71 FR 
59179, 59181 (Oct. 6, 2006) (SR-NYSEArca-2006-59) (``2006 Arca 
Filing'') (Order approving adoption of ISOs, including an ISO that 
may be marked IOC).
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(3)(C) would set forth Day ISOs in Pillar. 
Current Rule 7.31(e)(3) provides for ISO functionality within the 
definition of a PNP Order. As set forth in the second sentence of this 
rule, a PNP Order marked as an ISO may lock and cross and trade-through 
Manual and Protected Quotations, but only if the User has complied with 
Rule 7.37(e)(3)(C).\65\ Accordingly, a PNP ISO currently functions as 
an ISO with a Day modifier.\66\ The Exchange proposes in Pillar to 
refer to such orders as Day ISOs and to set forth the functionality for 
Day ISOs together with other ISO functionality in proposed Rule 
7.31P(e)(3). As proposed in Pillar, a Day ISO, if marketable on 
arrival, would be immediately traded with contra-side interest in the 
NYSE Arca Book up to its full size and limit price. Any untraded 
quantity of a Day ISO would be displayed at its limit price and may 
lock or cross a protected quotation that was displayed at the time of 
arrival of the Day ISO.\67\ Consistent with current Rule 7.37(e)(3)(C), 
a Day ISO would be eligible to lock or cross a protected quotation only 
on arrival.
---------------------------------------------------------------------------

    \65\ Rule 7.37(e)(3)(C) provides for an exception to locking or 
crossing a protected quotation when the ETP Holder simultaneously 
routes an ISO to execute against the full size of any locked or 
crossed Protected Quotation, and therefore is an exception that is 
available only on arrival, when the other ISOs are simultaneously 
routed to Protected Quotations.
    \66\ See 2006 Arca Filing, supra note 64 at 59180 (describing 
ISO PNP Orders, which post to the NYSE Arca book and may lock or 
cross protected quotations).
    \67\ The proposed rule text is based on paragraph (c) governing 
ISOs in NYSE Rule 13.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(e)(3)(D) would set forth the ALO modifier 
functionality for Day ISOs in Pillar, which would be defined as a ``Day 
ISO ALO.'' As provided for in Commentary .01 to Rule 7.31, a PNP ISO 
may be combined with an ALO Order, and if so designated, pursuant to 
Commentary .02 to Rule 7.31, such order would reject on arrival if 
marketable against orders on the

[[Page 45037]]

NYSE Arca Book. If not rejected, such order would function as a Day 
ISO.\68\
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    \68\ Commentary .02 to Rule 7.31 provides that if two order 
types are combined that include instructions both for operation on 
arrival (e.g., ALO Order) and for how the order operates while 
resting on the Exchange's book (e.g., PNP ISO), the instructions 
governing functionality while incoming will be operative upon 
arrival and functionality governing how the order operates while 
resting on the Exchange's book will govern any remaining balance of 
the order that is not executed upon arrival.
---------------------------------------------------------------------------

    The Exchange proposes substantive differences for a Day ISO ALO in 
Pillar to provide that such order would not be rejected if marketable 
against orders on the NYSE Arca Book and would instead re-price, 
consistent with how the proposed ALO Order would function in Pillar. 
The Exchange proposes an additional substantive difference to require 
that a Day ISO ALO be entered with a minimum of one displayed round 
lot. This requirement is consistent with the Exchange's proposed 
functionality for ALO Orders generally, which, as proposed in Rule 
7.31P(e)(2), must be entered with a minimum of one displayed round lot.
    Proposed Rule 7.31P(e)(3)(D) would further provide how a Day ISO 
ALO would operate on arrival, which, consistent with an ALO Order in 
Pillar, would not trade with the contra-side BBO, but consistent with 
the Day ISO instruction, could trade through or lock or cross a 
protected quotation.\69\ As proposed, a Day ISO ALO to buy (sell) that, 
at the time of entry, is marketable against the BO (BB) would not trade 
with orders on NYSE Arca Book priced at the BO (BB) or higher (lower), 
but may trade through or lock or cross a protected quotation that was 
displayed at the time of arrival of the Day ISO ALO. The rule would 
further provide how a Day ISO ALO would be priced and traded, which 
would be new functionality in Pillar that would correlate to the 
proposed new functionality for ALO Orders.
---------------------------------------------------------------------------

    \69\ See also paragraph (c) governing ISOs in NYSE Rule 13.
---------------------------------------------------------------------------

     Proposed Rule 7.31P(e)(3)(D)(i) would provide that on 
arrival, a Day ISO ALO to buy (sell) would be assigned a working price 
and display price one MPV below (above) the BO (BB) and would trade 
with non-displayed order(s) pursuant to proposed Rule 7.31P(e)(2)(C). 
This pricing on arrival is consistent with how a non-ISO ALO Order in 
Pillar would be priced on arrival and how it would interact with non-
displayed orders. Accordingly, a Day ISO ALO to buy would trade 
similarly to a non-ISO ALO order with respect to sell orders priced 
below the BO, including Arca Only Orders or Limit Non-Displayed Orders 
designated with a Non-Display Remove Modifier.
     Proposed Rule 7.31P(e)(3)(D)(ii) would provide that after 
being displayed, a Day ISO ALO to buy (sell) would be re-priced and re-
displayed based on changes to the PBO (PBB) consistent with proposed 
Rules 7.31P(e)(2)(B)(iii)-(iv). This proposed rule text would therefore 
provide that after its initial posting on the NYSE Arca Book, which may 
trade through or lock or cross a protected quotation, any further re-
pricing of the order would not trade-through or lock or cross protected 
quotations. Therefore, a Day ISO ALO would, if required to re-price, 
function as if it were a regular ALO Order.
Orders With Specified Routing Instructions (Proposed Rule 7.31P(f))
    Proposed Rule 7.31P(f) would set forth the orders with specific 
routing instructions and includes the same orders that are set forth in 
current Rule 7.31(f), which include Primary Only (``PO'') Orders (Rule 
7.31(f)(1)), Primary Until 9:45 Orders (Rule 7.31(f)(2)), and Primary 
After 3:55 Orders (Rule 7.31(f)(3)). The Exchange proposes substantive 
differences for when the Exchange would accept Primary Only Orders, 
which order instructions would be required to be included on a Primary 
Only Order, and to provide for Primary Only Orders that may be 
designated as a Reserve Order.
    Primary Only Order: Current Rule 7.31(f)(1) provides that a Primary 
Only Order (``PO Order'') is a Market or Limit Order that is to be 
routed to the primary market.
    Proposed Rule 7.31P(f)(1) would define Primary Only Orders in 
Pillar. As currently set forth in Rule 7.31(f)(1), a Primary Only Order 
in Pillar would be a Market or Limit Order that on arrival is routed 
directly to the primary listing market without being assigned a working 
time or interacting with interest on the NYSE Arca Book. The Exchange 
proposes non-substantive differences in proposed Rule 7.31P(f)(1) to 
use the term ``primary listing market'' instead of ``primary market'' 
and to provide greater specificity that a Primary Only Order would not 
be assigned a working time. The proposed rule would further provide 
that a Primary Only Order must be designated for the Core Trading 
Session, which is based on current Rule 7.31(f)(1), which provides that 
Primary Only Orders may be entered at any time or until a cut-off time 
as determined from time to time by the Corporation, which currently, is 
the end of the Core Trading Session.\70\ Because the Exchange currently 
accepts Primary Only Orders designated for the Core Trading Session 
only, the Exchange proposes to include this requirement in proposed 
Rule 7.31P(f)(1).
---------------------------------------------------------------------------

    \70\ Pursuant to proposed Rule 7.34P(b)(1), during the Early 
Trading Session, the Exchange would accept orders, including Primary 
Only Orders, designated for the Core Trading Session. Pursuant to 
proposed Rules 7.34P(c)(1)(A) and (c)(3)(C), Primary Only Orders 
designated for the Early or Late Trading Sessions would be rejected. 
See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    The rule would further provide that the primary listing market 
would validate whether the order is eligible to be accepted by that 
market and if the primary listing market rejects the order, the order 
would be cancelled. This requirement would be a substantive difference 
from Rule 7.31(f)(1)(A), which requires a PO Order entered for 
participation in the primary market opening to be entered before 6:28 
a.m. (Pacific Time). Instead, in Pillar, the Exchange would accept such 
an order and route it directly to the primary listing market without 
validating whether the primary listing market is accepting orders.\71\ 
Proposed Rule 7.31P(f)(1) would also provide that a Primary Only Order 
instruction on a security listed on the Exchange would be ignored, 
which is how the Exchange currently processes Primary Only Orders 
submitted in Exchange-listed securities.
---------------------------------------------------------------------------

    \71\ See id. at proposed Rules 7.34P(c)(1)(D) and (c)(2)(B).
---------------------------------------------------------------------------

    The Exchange proposes substantive differences to the operation of 
Primary Only Orders in Pillar to eliminate the requirement that PO 
Orders be entered at specific times or that PO Orders that are intended 
to remain on the primary listing market after an opening auction must 
include a PO+ modifier. Accordingly, rule text set forth in current 
Rules 7.31(f)(1)(A)-(C), which describes these requirements, would not 
be included in new Rule 7.31P(f)(1). The Exchange also proposes a 
substantive difference to provide that specified Primary Only Orders 
would be eligible to be designated as a Reserve Order.
    The Exchange also proposes non-substantive differences to the rule 
text in order to streamline the rule by defining three forms of Primary 
Only Orders, which would be the order instructions that would be 
required to be included when entering a Primary Only Order in Pillar. 
Proposed Rule 7.31P(f)(1)(A)-(C) would set forth the different types of 
order instructions that would be available for Primary Only Orders, 
with non-substantive differences to rename the order types to

[[Page 45038]]

correlate to the type of functionality associated with the respective 
Primary Only Order.
     Proposed Rule 7.31P(f)(1)(A) would provide for the Primary 
Only MOO/LOO Order, which would be a Primary Only Order designated for 
participation in the primary listing market's opening or re-opening 
process as a MOO or LOO Order. This represents functionality set forth 
in current Rule 7.31(f)(1)(A) and (B) that a PO Order may be entered 
for participation in the primary market opening or re-opening, with a 
non-substantive difference to rename this as a ``Primary Only MOO/LOO 
Order.'' As further proposed, once routed, the Primary Only MOO or LOO 
Order would follow the rules of the primary listing market regarding 
how such orders would participate in the respective auction.
     Proposed Rule 7.31P(f)(1)(B) would provide for a Primary 
Only Day/IOC Order, which would be a Primary Only Order designated Day 
or IOC. A Primary Only Order designated Day would be similar to the 
current PO+ modifier set forth in current Rule 7.31(f)(1)(C), which 
provides that a PO Order entered for participation in the primary 
market, other than for participation in the primary market opening or 
primary market re-opening, must be marked with the modifier PO+. As 
with current functionality, a Primary Only Day Order entered before 
9:30 a.m. Eastern Time would be eligible to participate in an opening 
auction consistent with the rules of the respective primary listing 
market. A Primary Only Day Order entered after the primary listing 
market opens would be used for participation in continuous trading on 
the primary listing market, similar to a PO+ Order that would be 
entered after the primary listing market opens. Proposed Rule 
7.31P(f)(1)(B) would further provide that a Primary Only Day Order may 
be designated as a Reserve Order. The proposal to allow Primary Only 
Day Orders to be designated as a Reserve Order is a substantive 
difference from current Rule 7.31(f)(1), which prohibits Primary Only 
Orders from being designated as Reserve Orders. If designated as a 
Reserve Order, the Primary Only Day Order would follow the Reserve 
Order functionality of the primary listing market to which it is 
routed.
    As under the current rule for Primary Only Orders, the default in 
proposed Rule 7.31P(f)(1)(B) would be to route the order as a non-
routable order type, and it would remain on the Away Market until 
executed or cancelled. The Exchange would continue to offer that for 
NYSE- and NYSE MKT-listed securities, a Primary Only Day/IOC Order 
could be sent as a routable order, in which case the order would remain 
at the NYSE or NYSE MKT until executed, routed away, or cancelled. This 
treatment of Primary Only Orders in NYSE- and NYSE MKT-listed 
securities is the same as set forth in the fourth through seventh 
sentences of current Rule 7.31(f)(1),\72\ but with non-substantive 
differences to streamline the rule text. The Exchange also proposes 
non-substantive differences to the rule text to provide that a Primary 
Only Day/IOC Order in NYSE- or NYSE MKT-listed securities may include 
an instruction that the order is a routable order, rather than 
requiring the User to ``override the DNS designation,'' as under 
current Rule 7.31(f)(1).
---------------------------------------------------------------------------

    \72\ Current Rule 7.31(f)(1) states that the Exchange designates 
Primary Only Orders routed to the NYSE or NYSE MKT as Do No Ship 
(``DNS''), a designation specified to the NYSE and NYSE MKT that 
restricts the NYSE or NYSE MKT from routing the order to away market 
centers.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(f)(1)(C) would provide for a Primary Only MOC/
LOC Order, which would be a Primary Only Order designated for 
participation in the primary listing market's closing process as a MOC 
or LOC Order. This functionality is based on the second paragraph of 
current Rule 7.31(f)(1), which describes that PO Orders may be 
designated as MOC or LOC, and specifically provides for how PO Orders 
that are designated MOC or LOC in NYSE- and NYSE MKT-listed securities 
operate.\73\ As further proposed, once routed, the Primary Only MOC or 
LOC Order would follow the rules of the primary listing market 
regarding how such orders would participate in the respective auction.
---------------------------------------------------------------------------

    \73\ Rule 7.31(f)(1) provides that PO Orders routed to the NYSE 
or NYSE MKT that are designated as MOC or LOC Orders may not be 
electronically cancelled or reduced in size after 3:45 p.m. ET, or 
in the case of an early scheduled close, 15 minutes before the close 
and electronic submissions after 3:45 p.m. ET (or in the case of an 
early scheduled close, 15 minutes before the close) to cancel or 
reduce in size a PO Order that has been routed to the NYSE or NYSE 
MKT and designated as MOC or LOC will be automatically rejected and 
must be entered manually. As set forth in the Pillar I Filing, the 
Exchange would move the functionality associated with this rule, 
with non-substantive differences, to proposed Rule 7.37P(b)(7)(C). 
See supra note 4.
---------------------------------------------------------------------------

    Primary Until 9:45 Order: Current Rule 7.31(f)(2) sets forth the 
Primary Until 9:45 Order, which is a Limit Order entered for 
participation on the primary market until 9:45 a.m. Eastern Time (6:45 
a.m. Pacific Time) after which time the order is cancelled on the 
primary market and entered on the NYSE Arca Book. The Primary Until 
9:45 Order may be Day only and may not be designated GTC or GTD. Orders 
that return to the NYSE Arca Book after routing to the primary market 
will retain their original order attributes.
    Proposed Rule 7.31P(f)(2) would set forth the Primary Until 9:45 
Order in Pillar. The Exchange does not propose any substantive 
differences to how this order would function in Pillar, but proposes 
non-substantive differences to use Pillar terminology. As proposed, a 
Primary Until 9:45 Order would be a Limit or Inside Limit Order that, 
on arrival and until 9:45 a.m. Eastern, routes to the primary listing 
market.\74\ As further proposed, after 9:45 a.m. Eastern Time, the 
order would be cancelled on the primary listing market and entered on 
the NYSE Arca Book. A Primary Until 9:45 Order would be required to be 
designated Day and orders that return to the NYSE Arca Book after 
routing to the primary listing market would retain their original order 
attributes and be assigned a working time based on when the order is 
returned from the primary listing market and entered on the NYSE Arca 
Book. The Exchange proposes to further add that a Primary Until 9:45 
Order may be combined with a Primary After 3:55 Order, which represents 
current functionality.
---------------------------------------------------------------------------

    \74\ In Pillar, the Exchange proposes a non-substantive 
difference to define a Primary Until 9:45 Order to include an Inside 
Limit Order, which is consistent with current Rule 7.31(a)(3)(B), 
which describes how Inside Limit Orders that are designated as a 
Primary Until 9:45 Order operate.
---------------------------------------------------------------------------

    The Exchange proposes non-substantive differences to use the term 
``primary listing market'' instead of ``primary market'' and eliminate 
references to Pacific Time. In addition, the Exchange is not proposing 
that GTC or GTD time in force modifiers would be offered in Pillar, 
therefore, the Exchange would not refer to those modifiers in the 
proposed Pillar rule.
    Primary After 3:55 Order: Current Rule 7.31(f)(3) sets forth the 
Primary After 3:55 Order, which is a Limit Order entered for 
participation on the Exchange until 3:55 p.m. Eastern Time (12:55 p.m. 
Pacific Time) after which time the order is cancelled on the Exchange 
and an order is entered for participation on the primary market. The 
Primary After 3:55 Only Order may be Day only and may not be designated 
GTC or GTD. Orders that route to the primary market at 3:55 p.m. 
Eastern Time will retain their original order attributes.
    Proposed Rule 7.31P(f)(3) would set forth the Primary After 3:55 
Order in Pillar. The Exchange does not propose any substantive 
differences to how this order would function in Pillar, but proposes 
non-substantive differences to

[[Page 45039]]

provide more specificity in the rule text. As proposed, a Primary After 
3:55 Order would be a Limit or Inside Limit Order entered on the 
Exchange until 3:55 p.m. Eastern Time after which time the order would 
be cancelled on the Exchange and routed to the primary listing 
market.\75\ The Primary After 3:55 Order would be required to be 
designated Day and orders that route to the primary listing market at 
3:55 p.m. Eastern Time would retain their original order attributes.
---------------------------------------------------------------------------

    \75\ In Pillar, the Exchange proposes a non-substantive 
difference to define a Primary After 3:55 Order to include an Inside 
Limit Order, which is consistent with current Rule 7.31(a)(3)(B), 
which describes how Inside Limit Orders that are designated as a 
Primary After 3:55 Order operate.
---------------------------------------------------------------------------

    The Exchange proposes non-substantive differences to use the term 
``primary listing market'' instead of ``primary market,'' eliminate 
references to Pacific Time, and refer to the order being ``routed to'' 
the primary listing market rather than being ``entered for 
participation on'' the primary market.
Cross Orders (Proposed Rule 7.31P(g))
    Proposed Rule 7.31P(g) would set forth Cross Orders in Pillar. 
Current Rule 7.31(e)(5) provides for Cross Orders within the group of 
orders with instructions not to route. Because the Exchange is 
proposing a substantive difference in Pillar to provide for a Cross 
Order that would trade with displayed interest either on the NYSE Arca 
Book or Away Markets before trading at the cross price, the Exchange 
proposes to create a separate category in new Rule 7.31P for Cross 
Orders, which would define Cross Orders generally and then define 
separately the two forms of proposed Cross Orders.
    Proposed Rule 7.31P(g) would define Cross Orders in Pillar as a 
two-sided order with instructions to match the identified buy-side with 
the identified sell-side at a specified price (the ``cross price''). 
This text is based on current Rule 7.31(e)(5) without any differences. 
The rule would further provide that a Cross Order would not be eligible 
to participate in any auctions, and if it arrives during auction 
processing, it would be cancelled. This represents current 
functionality, and is consistent with the terms of a Cross Order, which 
is a Limit Order designated IOC, because orders designated IOC do not 
participate in auctions at the Exchange.
    Proposed Rule 7.31P(g)(1) would set forth the definition for a 
Limit IOC Cross Order, which is a Cross Order that must trade in full 
at its cross price, would not route and would cancel at the time of 
order entry if the cross price is not between the BBO or if it would 
trade through the PBBO. This proposed rule text is based on the same 
functionality that is currently described as the requirement that the 
cross price not be marketable against the BBO (current Rule 
7.31(e)(5)(A)) and the requirement that the cross price would not trade 
through the PBBO (current Rule 7.31(e)(5)(B)).\76\ The Exchange does 
not propose to include in proposed Rule 7.31P(g)(1) the rule text in 
current Rule 7.31(e)(5)(C), which provides that the cross price be 
between the BBO and improve the BBO by the minimum price increment 
above or below the BBO, because Rule 7.6 sets forth the quoting and 
entry of order MPVs for all securities, to which Cross Orders are 
subject.
---------------------------------------------------------------------------

    \76\ Current Rule 7.31(e)(5)(B) also provides that a the cross 
price may not cause an execution at a price that trades through the 
PBBO, except as provided for in Rule 7.37. The reference to Rule 
7.37 is an obsolete reference that relates to when the Exchange 
offered a PNP Cross Order that was eligible to be designated as ISO 
and therefore trade through the PBBO provided that the ETP Holder 
met the requirements of Rule 7.37. See 2014 Deletion Filing, supra 
note 6.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(g)(2) would set forth the definition for a 
Limit IOC Routable Cross Order, which would be a new order type offered 
in Pillar. As proposed, a Limit IOC Routable Cross Order would be a 
Cross Order that trades at its cross price only after trading with or 
routing to displayed interest on the NYSE Arca Book or Away Markets.
    Proposed Rule 7.31P(g)(2)(A) would further provide that on arrival, 
if the buy (sell) side of a Limit IOC Routable Cross Order is 
marketable against sell (buy) orders ranked Priority 1--Market Orders 
and/or Priority 2--Display Orders on the NYSE Arca Book or displayed 
sell (buy) interest on Away Markets, including the PBO (PBB), the buy 
(sell) side of the order would trade with or route to such interest and 
the remaining quantity would trade at the cross price. The rule would 
further provide that a Limit IOC Routable Cross Order would route to 
prices higher (lower) than the PBO (PBB) only after trading with 
contra-side interest on the NYSE Arca Book at each price point. This 
proposed text is consistent with proposed Rule 7.37P(b), which provides 
that an order that is eligible to route would not route until after 
being matched for execution with contra-side orders in the NYSE Arca 
Book.\77\
---------------------------------------------------------------------------

    \77\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(g)(2)(B) would provide that the quantity of the 
Limit IOC Routable Cross Order that does not trade at the cross price 
or with contra-side interest on the NYSE Arca Book, or that is returned 
unfilled from an Away Market, would be cancelled. The Exchange believes 
that this proposed provision is consistent with the operation of an 
order designated IOC and would provide the entering ETP Holder with 
certainty regarding how much of the Limit IOC Routable Cross Order 
would be traded at the cross price.
    Proposed Rule 7.31P(g)(2)(C) would provide that a Limit IOC 
Routable Cross Order would not trade with resting orders ranked 
Priority 3--Non-Display Orders or Priority 4--Tracking Orders. By not 
trading with such orders, a Limit IOC Routable Cross Order would skip 
orders in these priorities at each price point. This proposed rule text 
complements proposed Rule 7.31P(g)(2)(A), discussed above, that an 
incoming Limit IOC Routable Cross Order would only trade with resting 
orders ranked Priority 1 or 2 and provides clarity regarding which 
orders would not be eligible to trade with an incoming Limit IOC 
Routable Cross Order, and therefore could be traded through. The 
Exchange believes that an ETP Holder entering a Limit IOC Routable 
Cross Order would be seeking certainty regarding how much of the 
proposed Cross Order would trade at the cross price and would be able 
to view whether there is any displayed interest, including odd lot 
orders, on NYSE Arca Book via the Exchange's proprietary data feeds. By 
limiting the interaction of Limit IOC Routable Cross Orders with such 
displayed orders, the Exchange would be providing the entering firm 
with greater control and certainty of the prices at which the Limit IOC 
Routable Cross Order would trade. The Exchange also proposes that Limit 
IOC Routable Cross Orders would trade with resting Market Orders 
because such orders would be ranked higher than displayed orders, even 
though they would not be displayed.
Pegged Orders (Proposed Rule 7.31P(h))
    Proposed Rule 7.31P(h) would set forth Pegged Orders. As noted 
above, Pegged Orders currently are included in the category 
``Additional Order Instructions and Modifiers'' in current Rule 
7.31(g)(1), which include Market Pegged Orders (Rule 7.31(g)(1)(A)) and 
Primary Pegged Orders (Rule 7.31(g)(1)(B)). The Exchange proposes to 
create a separate category in proposed Rule 7.31P(h) to set forth 
Pegged Orders.
    Current Rule 7.31(g)(1) provides that a Pegged Order is a Limit 
Order to buy or sell a stated amount of a security at a display price 
set to track the current bid or ask of the NBBO in an amount specified 
by the User. Rule 7.31(g)(1)(A) provides that a Market Pegged Order is

[[Page 45040]]

a buy order that is pegged to the National Best Offer or a sell order 
that is pegged to the National Best Bid. To avoid locking the market, 
an offset value is required for a Market Pegged Order. Rule 
7.31(g)(1)(B) provides that a Primary Pegged Order is a buy order that 
is pegged to the National Best Bid or a sell order that is pegged to 
the National Best Offer and an offset value is permitted on a Primary 
Pegged Order, but is not required.
    Proposed Rule 7.31P(h) would define Pegged Orders in Pillar, with 
the following substantive differences:
     Both Primary and Market Pegged Orders would peg to the 
PBBO instead of the NBBO.
     Both Primary and Market Pegged Orders would be cancelled 
when resting if there is no side of the PBBO to which they are to peg.
     Pegged Orders would be required to include a limit price 
and if the limit price is outside of the PBBO, the Pegged Order would 
have a working price of the limit price instead of the PBBO.
     Market Pegged Orders would not be displayed. As a result, 
Market Pegged Orders would no longer require an offset value, but could 
include an offset value. In addition, because there would be no display 
quantity, Market Pegged Orders may not also be a Reserve Order. 
Finally, as an undisplayed order, Market Pegged Orders would function 
similarly to MPL Orders when the PBBO is locked or crossed and would 
not receive a new working price or be eligible to trade until there is 
a PBBO that is not locked or crossed.
     Primary Pegged Orders would be required to be entered with 
a minimum of one round lot displayed, would be eligible to participate 
in auctions at their limit price, and could not include an offset 
value. As a displayed order, when the PBBO is locked or crossed, a 
Primary Pegged Order would remain displayed at its prior displayed 
price and would not be assigned a working price based on the locked or 
crossed PBBO, and would remain eligible to trade at its prior displayed 
price.
     During a Sell Short Period, Pegged Orders would not be 
rejected or cancelled.
    The Exchange also proposes non-substantive differences to how 
Pegged Orders would be set forth in proposed Rule 7.31P(h)(1)-(2) to 
use Pillar terms.
    Proposed Rule 7.31P(h) would define a Pegged Order as a Limit Order 
that does not route with a working price that is pegged to a dynamic 
reference price. This proposed rule text is based on the first sentence 
of current Rule 7.31(g)(1) with the following substantive differences:
     The Exchange would not include in proposed Rule 7.31P(h) 
the following text from Rule 7.31(g)(1) defining a Pegged Order as 
``[a] Limit Order to buy or sell a stated amount of a security at a 
display price set to track the current bid or ask of the NBBO in an 
amount specified by the User.'' This rule text, while referring to a 
Limit Order, specifies different behavior from a Limit Order because it 
requires a stated amount for the order, but with respect to price, only 
says that a Pegged Order has a display price that tracks the NBBO in an 
amount specified by the User. In Pillar, the Exchange would require a 
limit price to be included with a Pegged Order, and therefore, the 
Exchange proposes to not include this rule text, and instead would 
refer only to a Pegged Order as being a Limit Order. Because the 
definition of a Limit Order defines that the order specify a stated 
amount and price, referencing a Limit Order in the Pillar definition, 
without restating requirements relating to price or size of the order 
for Pegged Orders, would mean that all requirements of a Limit Order, 
including a limit price, would be applicable to Pegged Orders.
     The Exchange proposes to use the term ``dynamic reference 
price'' in proposed Rule 7.31P(h)(1) instead of NBBO, as used in Rule 
7.31(g)(1), because the Exchange would specify the relevant reference 
price for each type of Pegged Order in the sub-paragraphs to the rule.
    The second sentence of proposed Rule 7.31P(h) would provide that if 
the designated reference price is higher (lower) than the limit price 
of a Pegged Order to buy (sell), the working price would be the limit 
price of the order. The Exchange proposes to include this requirement 
in Pillar because Pegged Orders would be required to have a limit 
price, and thus would have a ceiling or floor past which such an order 
could not peg. For example, if a Pegged Order to buy has a limit price 
of $10.00, and the designated reference price is $10.01, the Pegged 
Order would be assigned a working price of $10.00, and therefore be 
eligible to trade, at its limit price, i.e., $10.00, instead of the 
reference price of $10.01. This proposed text would use Pillar 
terminology, including ``designated reference price,'' ``limit price,'' 
and ``working price,'' to describe how a Pegged Order would not be 
assigned a working price outside of its specified limit price. The 
Exchange believes that including this detail in the proposed Pillar 
rule would provide clarity regarding at what price a Pegged Order to 
buy (sell) with a limit price that is lower (higher) than the reference 
price would be eligible to trade.
    Proposed Rule 7.31P(h)(1) would define Market Pegged Orders in 
Pillar. As proposed, a Market Pegged Order would be a Pegged Order to 
buy (sell) with a working price that is pegged to the PBO (PBB). This 
rule text represents current functionality that a Market Pegged Order 
pegs to the contra-side reference price, but with the substantive 
difference from Rule 7.31(g)(1)(A) that the reference price would be 
the PBBO instead of the NBBO. The Exchange also proposes non-
substantive differences to streamline the rule text and use Pillar 
terminology.
    The second sentence of proposed Rule 7.31P(h)(1) would provide that 
a Market Pegged Order to buy (sell) would be rejected on arrival, or 
cancelled when resting, if there is no PBO (PBB) against which to peg. 
This proposed text is based on the third to last sentence of Rule 
7.31(g)(1), which provides that if an NBBO does not exist at the time 
of entry, a Pegged Order shall be rejected, with a proposed substantive 
difference in Pillar to use the PBBO instead of the NBBO as the 
reference price. For example, a Market Pegged Order to buy (sell) would 
not be rejected if there is a PBO but no PBB. The Exchange is also 
proposing a substantive difference from current rules to provide that 
the Exchange would cancel resting Market Pegged Orders if the reference 
price against which it pegs no longer exists. The Exchange believes 
that if there is no reference price against which to peg, a Pegged 
Order is not operational, and thus the proposal to cancel such Market 
Pegged Order is appropriate and consistent with the current and 
proposed functionality to reject an incoming Pegged Order when there is 
no price against which to peg. Finally, the Exchange is proposing that 
Market Pegged Orders in Pillar would not participate in any auctions, 
which is current functionality for Pegged Orders.
     Proposed Rule 7.31P(h)(1)(A) would set forth the 
substantive difference in Pillar that Market Pegged Orders would not 
displayed, which is consistent with how Market Pegged Orders function 
on other exchanges.\78\ The rule would further define the priority 
ranking of Market Pegged Orders in Pillar, which, as not displayed 
orders, would be ranked Priority 3--Non-Display Orders.\79\ Because 
Market Pegged Orders

[[Page 45041]]

would not be displayed in Pillar, they would not be eligible to be 
designated as a Reserve Order, which is a substantive difference of how 
Market Pegged Orders would operate in Pillar and differs from current 
Rule 7.31(g)(1), which provides that Pegged Orders may be a Reserve 
Order.\80\
---------------------------------------------------------------------------

    \78\ See BATS Rule 11.9(c)(8)(B); BATS-Y Exchange, Inc. (``BATS-
Y'') Rule 11.9(c)(8)(B).
    \79\ The Exchange would not include in proposed Rule 7.31P(h) 
the text from the third sentence of Rule 7.31(g)(1), which relates 
to when a Pegged Order would receive a new time entry, because 
proposed Rule 7.36P(f)(2) sets forth when working times are assigned 
to orders, including Pegged Orders. See Pillar I Filing, supra note 
4.
    \80\ As proposed in Rule 7.31P(d)(1), a Reserve Order must 
include a display quantity.
---------------------------------------------------------------------------

     Proposed Rule 7.31P(h)(1)(B) would specify in Pillar how a 
Market Pegged Order would function when the PBBO is locked or crossed, 
which would be new functionality in Pillar. As proposed, if the PBBO is 
locked or crossed, both an arriving and resting Market Pegged Order 
would wait for a PBBO that is not locked or crossed before the working 
price would be adjusted and the order would become eligible to trade. 
This proposed functionality is based on how MPL Orders would operate in 
Pillar.\81\ The Exchange proposes that Market Pegged Orders would 
operate similarly to MPL Orders when the PBBO is locked or crossed 
because both are undisplayed orders that are pegged to a reference 
price.
---------------------------------------------------------------------------

    \81\ See proposed Rule 7.31P(d)(3)(B).
---------------------------------------------------------------------------

     Proposed Rule 7.31(h)(1)(C) would set forth the 
substantive difference in Pillar of that offset values could be used 
with Market Pegged Orders, but would not be required, and thus differs 
from current Rule 7.31(g)(1)(A). As proposed, a Market Pegged Order to 
buy (sell) may include an offset value that would set the working price 
below (above) the PBO (PBB) by the specified offset, which may be 
specified up to two decimals. The proposed offset value is based on 
current Rule 7.31(g)(1) without any differences.
    Proposed Rule 7.31P(h)(2) would define Primary Pegged Orders in 
Pillar. As proposed, a Primary Pegged Order would be a Pegged Order to 
buy (sell) with a working price that is pegged to the PBB (PBO), with 
no offset allowed. This rule text represents current functionality that 
Primary Pegged Orders peg to the same-side reference price, but with 
substantive differences from Rule 7.31(g)(1)(B) that the reference 
price would be the PBBO instead of the NBBO and no offset values would 
be permitted for Primary Pegged Orders.
    The second sentence of proposed Rule 7.31P(h)(2) would provide that 
a Primary Pegged Order to buy (sell) would be rejected on arrival, or 
cancelled when resting, if there is no PBB (PBO) against which to peg. 
This proposed text is based on the third to last sentence of Rule 
7.31(g)(1), which provides that if an NBBO does not exist at the time 
of entry, a Pegged Order shall be rejected, with a proposed substantive 
difference in Pillar to use the PBBO instead of the NBBO as the 
reference price. The Exchange is also proposing a substantive 
difference from current rules to provide that the Exchange would cancel 
resting Primary Pegged Orders if the reference price against which it 
pegs no longer exists. The Exchange believes that if there is no 
reference price against which to peg, a Pegged Order is not 
operational, and thus the proposal to cancel such Primary Pegged Order 
is appropriate and consistent with the current and proposed 
functionality to reject an incoming Pegged Order when there is no price 
against which to peg. Finally, the rule would provide that a Primary 
Pegged Order would be eligible to participate in auctions at the limit 
price of the order, which would be new in Pillar.
     Proposed Rule 7.31P(h)(2)(A) would set forth the 
requirement that a Primary Pegged Order must include a minimum of one 
round lot displayed. This would be new functionality in Pillar and is 
consistent with the proposed substantive difference in Pillar that a 
Primary Pegged Order may be combined with a Reserve Order.\82\ The rule 
would further provide that the working price of a Primary Pegged Order 
would equal the display price and the display quantity would be ranked 
Priority 2--Display Orders and the reserve interest would be ranked 
Priority 3--Non-Display Orders.\83\ This rule text is based on the 
fourth sentence of Rule 7.31(g)(1), which provides that a Pegged Order 
may be designated as a Reserve Order, with non-substantive differences 
to use Pillar terminology to describe the pricing and priority ranking 
of a Primary Pegged Order.
---------------------------------------------------------------------------

    \82\ See proposed Rule 7.31P(d)(1)(A).
    \83\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

     Proposed Rule 7.31P(h)(2)(B) would provide that a Primary 
Pegged Order would be rejected if the PBBO is locked or crossed, which 
would be new functionality in Pillar. The Exchange proposes that 
Primary Pegged Orders would operate differently from Market Pegged 
Orders in Pillar because Primary Pegged Orders would be required to 
have a display quantity, but would not route. Therefore, the Exchange 
proposes to reject a Primary Pegged Order rather than display it at a 
locking or crossing price. By contrast, because Market Pegged Orders 
would not be displayed, the Exchange would accept such order if the 
PBBO is locked or crossed, but it would not be priced or eligible to 
trade until there is a PBBO that is no longer locked or crossed.
    The rule would further provide that if after arrival, the PBBO 
becomes locked or crossed, the Primary Pegged Order would wait for a 
PBBO that is not locked or crossed before the working price would be 
adjusted, but would remain eligible to trade at its current working 
price. This proposed rule text uses Pillar terminology to describe how 
a previously-displayed Limit Order may remain displayed if an Away 
Market locks or crosses the PBBO and would remain eligible to trade at 
its last display price. To avoid displaying a Primary Pegged Order at a 
price that would lock or cross the PBBO, the Exchange would wait for a 
PBBO that is not locked or crossed before assigning a new working price 
and display price to such order.
    The proposed Pillar rule would not include rule text from Rule 
7.31(g)(1) relating to Discretionary Orders because the Exchange will 
not be offering Discretionary Orders in Pillar. In addition, the 
Exchange proposes to address in proposed Rule 7.34P which sessions a 
Pegged Order would not be able to participate, and would not include in 
proposed Rule 7.31P(h) rule text from Rule 7.31(g)(1) that provides 
that Pegged Orders may only be entered during the Core Trading 
Session.\84\ Finally, the Exchange proposes to address how Pegged 
Orders would operate during a Short Sale Period in proposed Rule 7.16P, 
and therefore would not include text from the eighth sentence of Rule 
7.31(g)(1) in proposed Rule 7.31P(h).\85\
---------------------------------------------------------------------------

    \84\ See Pillar I Filing, supra note 4, at proposed Rules 
7.34P(c)(1)(A) and (c)(3)(A).
    \85\ The Exchange would also not include in proposed Rule 
7.31P(h) the second sentence of current Rule 7.31(g)(1), which 
relates to how the Exchange track the Consolidated Quote 
information. Rather, proposed Rule 7.37P(d) specifies which data 
feeds the Exchange uses for the handling and execution of orders. 
See Pillar I Filing, supra note 4; see also Securities Exchange Act 
Release No. 74409 (March 2, 2015), 80 FR 12221 (March 6, 2015) (SR-
NYSEArca-2015-11) (Notice of Filing).
---------------------------------------------------------------------------

Additional Order Instructions and Modifiers (Proposed Rule 7.31P(i))
    Proposed Rule 7.31P(i) would set forth the Exchange's Additional 
Order Instructions and Modifiers, and is similar to current Rule 
7.31(g). Rule 7.31(g) currently provides for:
     Pegged Orders (Rule 7.31(g)(1));
     Proactive if Locked Modifier (Rule 7.31(g)(2));
     Do Not Reduce Modifier (Rule 7.31(g)(3));
     Do Not Increase Modifier (Rule 7.31(g)(4)); and

[[Page 45042]]

     Self-Trade Prevention (``STP'') Modifier (Rule 7.31(g)(5).
    As discussed above, Pegged Orders would have a separate category in 
proposed Rule 7.31P, and therefore would not be included in proposed 
Rule 7.31P(i). In addition, because the Exchange is not proposing to 
offer Open Modifiers at this time in Pillar, the Do Not Reduce and Do 
Not Increase Modifiers would not be included in proposed Rule 7.31P(i). 
Accordingly, proposed Rule 7.31P(i) would include only the Proactive if 
Locked/Crossed Modifier and STP Modifiers.
    Proactive if Locked/Crossed Modifier: Current Rule 7.31(g)(2) 
provides that a Limit Order designated with a Proactive if Locked 
Modifier will route to another market center pursuant to NYSE Arca 
Equities Rule 7.37(d) for the away market's displayed size.
    Proposed Rule 7.31P(i)(1) would define the Proactive if Locked/
Crossed Modifier in Pillar, with the following non-substantive 
differences from current Rule 7.31(g)(2):
     Because this modifier would result in a resting order 
routing when an Away Market either locks or crosses the display price, 
the Exchange proposes to rename this modifier as the ``Proactive if 
Locked/Crossed Modifier.'' The current rule specifies that this 
functionality is available for when another market has locked the price 
of the order. Because the purpose of this modifier is to prevent a 
resting displayed order from being locked by another market, and the 
same rationale supports preventing a resting displayed order from being 
crossed by another market, when designated with a Proactive if Locked 
Modifier, an order that has been crossed by another market also routes.
     The Exchange proposes to streamline the rule text relating 
to this modifier in order to use proposed Pillar terms, e.g., ``Away 
Market'' instead of ``other market center'' and eliminate obsolete 
text.
     Because the Exchange would not be monitoring whether the 
locking market has resolved the locked market in a timely manner, and 
would instead route an order with this modifier immediately upon being 
locked or crossed, the Exchange would not include in proposed Rule 
7.31P(i)(1) the text in Rule 7.31(g)(2) that the order would be routed 
only if another market center has locked the order and not resolved the 
lock in a timely manner based upon average response times.
     The Exchange proposes to specify that this modifier is 
available for any Limit Order or Inside Limit Order that is displayed 
and eligible to route. The Exchange proposes to add in proposed Rule 
7.31P(i)(1) that this modifier is available for Inside Limit Orders 
because the functionality is currently available for all Limit Orders 
that are routable, which include Inside Limit Orders. The Exchange 
believes this proposed text would provide clarity that Inside Limit 
Orders may be designated with a Proactive if Locked/Crossed Modifier.
     The Exchange would not include text from current Rule 
7.31(g)(1) that provides that the Proactive if Locked/Crossed Modifier 
will apply only to exchange-listed securities because the Exchange only 
trades securities listed on an exchange, and thus this is unnecessary 
rule text.
    Accordingly, as proposed, Rule 7.31P(i)(1) would provide that a 
Limit Order or Inside Limit Order that is displayed and eligible to 
route and designated with a Proactive if Locked/Crossed Modifier would 
route to an Away Market if the Away Market locks or crosses the display 
price of the order. The rule would further provide that if any quantity 
of the routed order returns unexecuted, the order would be displayed in 
the NYSE Arca Book. The Exchange believes that the proposed rule text 
provides greater specificity regarding which orders may include a 
Proactive if Locked/Crossed Modifier and if so designated, how the 
modifier would function. Because this modifier would be available for 
all securities that trade on the Exchange, the Exchange would not 
include in proposed Rule 7.31P(i)(1) text from the last sentence of 
Rule 7.31(g)(2).
    Self Trade Prevention Modifier (``STP''): Current Rule 7.31(g)(5) 
provides that any incoming order designated with an STP modifier will 
be prevented from executing against a resting opposite side order also 
designated with an STP modifier and from the same ETP ID. The STP 
modifier on the incoming order controls the interaction between two 
orders marked with STP modifiers. Orders marked with an STP modifier 
will not be prevented from interacting during any Auction as defined by 
Rule 7.35. Rule 7.31(g)(5)(A)--(D) defines the following STP modifiers:
     Current Rule 7.31(g)(5)(A) sets forth the STP Cancel 
Newest (``STPN'') modifier. Any order marked with the STPN modifier 
will not execute against opposite side resting interest marked with any 
of the STP modifiers from the same ETP ID. The incoming order marked 
with the STPN modifier will be cancelled back to the originating ETP 
Holder. The resting order marked with one of the STP modifiers will 
remain on the NYSE Arca Book.
     Current Rule 7.31(g)(5)(B) sets forth the STP Cancel 
Oldest (``STPO'') modifier. Any order marked with the STPO modifier 
will not execute against opposite resting interest marked with any of 
the STP modifiers from the same ETP ID. The resting order marked with 
the STP modifier will be cancelled back to the originating ETP Holder. 
The incoming order marked with the STPO modifier will remain on the 
NYSE Arca Book.
     Current Rule 7.31(g)(5)(C) sets forth the STP Decrement 
and Cancel (``STPD'') modifier. Any incoming order marked with the STPD 
modifier will not execute against opposite side resting interest marked 
with any of the STP modifiers from the same ETP ID. If both orders are 
equivalent in size, both orders will be cancelled back to the 
originating ETP Holders. If the orders are not equivalent in size, the 
equivalent size will be cancelled back to the originating ETP Holders 
and the larger order will be decremented by the size of the smaller 
order with the balance remaining on the NYSE Arca Book.
     Current Rule 7.31(g)(5)(D) sets forth the STP Cancel Both 
(``STPC'') modifier. Any incoming order marked with the STPD modifier 
will not execute against opposite side resting interest marked with any 
of the STP modifiers from the same ETP ID. The entire size of both 
orders will be cancelled back to the originating ETP Holder.
    Proposed Rule 7.31P(i)(2)(A)-(D) would set forth STP modifiers for 
Pillar, including STPN, STPO, STPD, and STPC, which would function the 
same in Pillar as under current Rule 7.31(g)(5)(A)-(D). Accordingly, 
the Exchange is not proposing any substantive differences to proposed 
Rule 7.31P(i)(2) as compared to Rule 7.31(g)(5). The Exchange proposes 
the following non-substantive differences for Rule 7.31P(i)(2)(A)-(D):
     To replace the term ``execute against'' with the term 
``trade with'';
     To replace references to ``opposite side resting 
interest'' and instead describe the STP modifiers by referring to an 
incoming order to buy (sell) that would not trade with resting interest 
to sell (buy) marked with an STP modifier from the same ETP ID;
     To change the term ``ETP Holders'' to ``ETP Holder'' in 
the singular in proposed Rule 7.31P(i)(2)(C), which is based on Rule 
7.31(g)(5)(C),because matching STP modifiers would come from a single 
ETP Holder; and
     In the last sentence of new Rule 7.31P(i)(2), to end after 
the term ``auctions,'' which would begin with a

[[Page 45043]]

lower-case letter, and not include a cross reference to Rule 7.35 
because the only rule that sets forth how auctions operate is current 
Rule 7.35, and for Pillar, would be proposed Rule 7.35P and thus, the 
cross reference is unnecessary.
Q Orders (Proposed Rule 7.31P(j))
    Proposed Rule 7.31P(j) would set forth Q Orders in Pillar. Current 
Rule 7.31(h) defines a Q Order as a Limit Order submitted to the NYSE 
Arca Marketplace by a Market Maker, and designated by a Market Maker as 
a ``Q Order'' through such means as the Corporation shall specify. 
Current Rule 7.34(b) sets forth Market Makers obligations to enter Q 
Orders in securities in which they are registered in accordance with 
Rule 7.23, beginning at the start of the Core Trading Session or at 
such earlier time during the Opening Session as determined from time to 
time by the Corporation, and continuing until the end of the Core 
Trading Session.\86\
---------------------------------------------------------------------------

    \86\ As discussed in the Pillar I Filing, the Exchange is not 
proposing to include in proposed Rule 7.34P the text from Rule 
7.34(b). See supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(j) would define Q Orders in Pillar and would be 
based on Rule 7.31(h) and Rule 7.34(b). Rule 7.31P(j) would provide 
that a Q Order is a Limit Order submitted to the NYSE Arca Marketplace 
by a Market Maker, and designated by a Market Maker as a ``Q Order'' 
through such means as the Corporation would specify. This rule text is 
based on current Rule 7.31(h), with non-substantive differences to use 
the term ``will'' instead of ``shall.'' Current Rule 7.31(h) provides 
that Market Makers may enter Q Orders. The Exchange is proposing to 
specify in proposed Rule 7.31P(j) that the Exchange would reject a Q 
Order entered by an ETP Holder that is not registered in the security 
as a Market Maker.
    The Exchange is not proposing at this time to offer Auto Q Order 
functionality. Accordingly, the rule text regarding the function of an 
Auto Q Order, which is in current Rules 7.31(h)(1) and (h)(2) would not 
be included in proposed Rule 7.31P(j).\87\
---------------------------------------------------------------------------

    \87\ Rule 7.31(h)(1) sets forth the instructions that may be 
included with an Auto Q Order that is entered before 6:28 a.m. 
Pacific Time. Rule 7.31(h)(2) sets forth how Auto Q Orders repost.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(j)(1) would provide that a Q Order must have a 
minimum of one round lot displayed on entry, must be designated Day, 
and would not route. Current Rule 7.31(h)(3) and (4) similarly include 
requirements that Q Orders do not route and will be rejected if in odd-
lot size. In Pillar, rather than state that the order would be rejected 
if odd-lot sized, the Exchange proposes to state instead that a Q Order 
must have a minimum of one round lot displayed. The Exchange is also 
proposing to add to the rule text in Pillar that Q Orders must be 
designated Day.
    The proposed rule would further provide that a Q Order to buy 
(sell) would be rejected if it has a limit price at or above (below) 
the PBO (PBB). This proposed rule text is based on current Rule 
7.31(h)(4), which provides that Q Orders that are marketable on arrival 
are rejected.\88\ In Pillar, the Exchange would use Pillar terminology 
to describe that Q Orders that are marketable against the contra-side 
PBBO would be rejected, but Q Orders that have a limit price equal to 
non-displayed contra-side orders (e.g., a Limit Non-Displayed Order) 
would be accepted and trade. Therefore, a Q Order would trade with such 
non-displayed contra-side orders rather than be displayed at a price 
that would lock such interest.
---------------------------------------------------------------------------

    \88\ When Rule 7.31(h)(4) was adopted, the term ``Marketable'' 
was defined in Rule 1.1(u) to mean, for a Limited Price Order, when 
the price matches or crosses the NBBO on the other side of the 
market. See 2015 Definition Filing, supra note 6. Therefore, under 
that definition of ``Marketable,'' an incoming buy (sell) order is 
not marketable if the contra-side order is a non-displayed sell 
(buy) orders priced below (above) the NBO (NBB). Consistent with 
this definition of marketable, under current functionality, Q Orders 
on arrival may trade with non-displayed orders priced better than 
the contra-side NBBO.
---------------------------------------------------------------------------

    The proposed rule would also provide that a Q Order to buy (sell) 
would be rejected if it is designated as an Arca Only Order, ALO Order, 
or ISO. Current Rule 7.31(h)(4) similarly provides that Q Orders 
designated as ISO are rejected, and the Exchange proposes to add in 
Pillar that a Q Order would be rejected if combined with an Arca Only 
Order or an ALO Order.
    The Exchange does not propose to include in new Rule 7.31P(j) rule 
text from current Rule 7.31(h)(3), which provides that Q Orders will 
not lock, cross, or trade-through protected quotations, because 
proposed Rule 7.37P(a) would set forth these requirements.\89\ 
Similarly, the Exchange does not propose to include in new Rule 
7.31P(j) rule text from current Rule 7.31(h)(3) describing a ``Reserve 
Q Order,'' because proposed Rule 7.31P(d)(1)(C) would specify that a Q 
Order may be combined with a Reserve Order.
---------------------------------------------------------------------------

    \89\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.31P(j)(2) would provide that Q Orders are only 
eligible to participate in the Core Trading Session. This is current 
functionality as described in the first sentence of current Rule 
7.34(b)(1), which states that Q Orders may be entered beginning at the 
start of the Core Trading Session or at such earlier time during the 
Opening Session as determined from time to time by the Corporation, and 
continuing until the end of the Core Trading Session. The Pillar rule 
would use new, simplified rule text without any substantive 
differences. Proposed Rule 7.31P(j)(2) would further provide that 
Market Makers must enter Q Orders in securities in which they are 
registered in accordance with Rule 7.23, beginning at the start of the 
Core Trading Session and continuing until the end of the Core Trading 
Session, and Market Makers would not be obligated to enter Q Orders in 
securities in which they are registered during the Early or Late 
Trading Sessions. This proposed rule text is based on current Rule 
7.34(b)(1) with non-substantive differences to specify which trading 
sessions a Market Maker would not be obligated to enter Q Orders rather 
than stating that the Corporation would determine the time for entry of 
Q Orders.
    Finally, proposed Rule 7.31P(j)(2) would provide that nothing in 
Rule 7.31P would be construed to relieve a Market Maker of any of its 
obligations pursuant to Rule 7.23, which is the same requirement as 
under current Rule 7.31(h)(5).
Commentaries
    Current Rule 7.31 includes Commentary .01 and .02. Commentary .01 
to Rule 7.31 provides that Users may combine order types and modifiers, 
unless the terms of the proposed combination are inconsistent. 
Commentary .02 to Rule 7.31 provides that if two order types are 
combined that include instructions both for the operation on arrival 
and for how the order operates while resting on the Exchange's book, 
the instructions governing functionality while incoming will be 
operative upon arrival. The Commentary further provides that 
functionality governing how the order operates while resting on the 
Exchange's book will govern any remaining balance of the order that is 
not executed on arrival.
    Proposed Rule 7.31P would similarly include Commentary .01 and .02 
and the proposed text for these Commentaries would be based on current 
Rule 7.31 Commentaries without any substantive differences. The 
Exchange proposes a non-substantive difference for proposed Commentary 
.02 to use the term ``NYSE Arca Book'' instead of ``Exchange's book.'' 
The Exchange proposes to

[[Page 45044]]

include these Commentaries in proposed Rule 7.31P because during the 
first phase of Pillar implementation, the Exchange's customer access 
gateways will not be changing, and therefore the Exchange would 
continue to accept order instructions from ETP Holders in the same 
manner as the current trading platform.
Proposed New Rule 7.44P--Retail Liquidity Program
    Rule 7.44 sets forth the Exchange's Retail Liquidity Program 
(``RLP'' or ``Program''). The Exchange proposes to adopt new Rule 7.44P 
to provide for the Program in Pillar. The Exchange proposes a 
substantive difference for the Program to provide that a Retail Order 
may not be designated with a No Midpoint Execution modifier. The 
Exchange also proposes a substantive difference regarding the priority 
and allocation of orders in the Program to align it with the priority 
and allocation of orders outside of the Program, and therefore provide 
that odd-lot orders ranked Priority 2--Display Orders would have 
priority over orders ranked Priority 3--Non-Display Orders, and Limit 
Non-Displayed Orders would no longer be ranked behind other non-display 
orders.
    Proposed Rules 7.44P(a)(1)-(3), 7.44P(b), 7.44P(c), 7.44P(d), 
7.44P(e), 7.44P(f), 7.44P(g), 7.44(h), 7.44P(i), and 7.44P(j) would be 
based on current Rules 7.44(a)(1)-(3), 7.44(b), 7.44(c), 7.44(d), 
7.44(e), 7.44(f), 7.44(g), 7.44(h), 7.44(i), and 7.44(j), respectively, 
with minor non-substantive differences to replace the term ``shall'' 
with ``will'' and update internal cross-references to the Pillar rule. 
The Exchange also proposes a non-substantive difference for proposed 
Rule 7.44P(i)(2), which is based on current Rule 7.44(i)(2), to 
reference the ``Exchange's Chief Regulatory Officer,'' rather than the 
``NYSE's Chief Regulatory Officer,'' and to use the phrase ``two 
qualified Exchange employees,'' instead of ``officers of the Exchange 
designated by the Co-Head of U.S. Listings and Cash Execution.'' The 
Exchange proposes not to include specific titles, other than Chief 
Regulatory Officer, in Pillar rules because the Exchange has 
restructured and no longer has a position referred to as a Co-Head of 
U.S. Listings and Cash Execution. In addition, as a result of the 
restructuring, the title of ``officer'' is no longer used by employees 
who were previously designated for this role. The Exchange believes 
that the term ``qualified Exchange employees'' would provide the 
Exchange with discretion to delegate this responsibility to appropriate 
Exchange staff.
    Rule 7.44(a)(4): Proposed Rule 7.44P(a)(4) would define the Retail 
Price Improvement Order. The rule text is based on current Rule 
7.44(a)(4) and the Exchange is not proposing any substantive in how 
RPIs would operate in Pillar. However, the proposed rule would include 
non-substantive differences to use Pillar terminology to describe how 
RPIs are priced and ranked.
    Proposed Rule 7.44P(a)(4) would provide for the same functionality 
as Rule 7.44(a)(4), with a non-substantive difference to use sub-
paragraph numbering. As proposed, new Rule 7.44P(a)(4) would provide 
that an RPI would be non-displayed interest in NYSE Arca-listed 
securities and UTP Securities, excluding NYSE-listed (Tape A) 
securities, that would trade at prices better than the PBB or PBO by at 
least $0.001 and that is identified as such. This rule text is based on 
the first sentence of current Rule 7.44(a)(4), with non-substantive 
differences to use the terms PBB and PBO and delete the reference to 
Regulation NMS definition as redundant of the definition of PBB/PBO in 
Rule 1.1(dd). The Exchange also proposes to replace the term ``is 
priced better than'' the PBB or PBO to ``would trade at prices better 
than'' the PBB or PBO. Because RPI interest does not need to be priced 
better than the PBB or PBO on arrival, but could trade in sub-penny 
increments, the Exchange believes the proposed non-substantive 
difference describes how RPIs would operate in Pillar.
    Proposed Rule 7.44P(4)(A) would provide that an RPI would remain 
non-displayed in its entirety and would be ranked Priority 3--Non-
Display Orders. This proposed rule text is based on the fifth sentence 
of current Rule 7.44(a)(4), which provides that an RPI remains non-
displayed in its entirety, but uses Pillar terminology to describe the 
priority category to which RPIs would belong.
    Proposed Rule 7.44P(a)(4)(B) would provide that Exchange systems 
would monitor whether RPI buy or sell interest would be eligible to 
trade with incoming Retail Orders. As with current functionality, an 
RPI would only be eligible to trade if it is priced between the PBBO. 
If it is priced at or outside the PBBO, the RPI would not be eligible 
to trade with an incoming Retail Order. Accordingly, the proposed rule 
would provide that an RPI to buy (sell) with a limit price at or below 
(above) the PBB (PBO) or at or above (below) the PBO (PBB) would not be 
eligible to trade with incoming Retail Orders to sell (buy), and such 
an RPI would cancel if a Retail Order to sell (buy) trades with all 
displayed liquidity at the PBB (PBO) and then attempts to trade with 
the RPI. If not cancelled, an RPI to buy (sell) with a limit price that 
is no longer at or below (above) the PBB (PBO) or at or above (below) 
the PBO (PBB) would again be eligible to trade with incoming Retail 
Orders. This rule text is based on the second through fourth sentences 
of current Rule 7.44(a)(4) with non-substantive differences to use the 
term ``eligible to trade'' instead of ``eligible to interact,'' and 
replace references to ``priced inferior to'' the PBBO with references 
to buy (sell) orders and the PBO (PBB), as appropriate.
    Proposed Rule 7.44P(a)(4)(C) would provide that, for securities to 
which it is assigned, an RLP may only enter an RPI in its RLP capacity, 
and that an RLP would be permitted, but not required, to submit RPIs 
for securities to which it is not assigned, and would be treated as a 
non-RLP ETP Holder for those particular securities. Additionally, the 
rule would provide that ETP Holders other than RLPs would be permitted, 
but not required, to submit RPIs. This proposed rule text is based on 
the sixth through eighth sentences of current Rule 7.44(a)(4) without 
any substantive differences.
    Proposed Rule 7.44P(a)(4)(D) would provide that an RPI may be an 
odd lot, round lot, or mixed lot and must be designated as either a 
Limit Non-Displayed Order or MPL Order, and an order so designated 
would interact with incoming Retail Orders only and would not interact 
with either a Type 2--Retail Order Day or Type 2--Retail Order Market 
that is resting on the NYSE Arca Book. These requirements are the same 
as under the ninth and tenth sentences of current Rule 7.44(a)(4) with 
a non-substantive difference to reference a Limit Non-Displayed Order 
instead of a PL Order. The Exchange also proposes to provide greater 
specificity regarding the circumstances in which an RPI would not 
interact with a Retail Order. As with current functionality, specified 
Retail Orders, after trading on arrival with resting contra-side RPIs, 
convert to regular Market or Limit Orders. Once converted, such Market 
or Limit Orders would no longer be eligible to trade with RPIs. The 
Exchange proposes to include this detail in Rule 7.44P(a)(4)(D) to 
provide greater clarity regarding when an RPI would be eligible to 
trade.
    Rule 7.44(k): Rule 7.44(k) provides for the different types of 
Retail Orders under the Program and how each type of Retail Order 
interacts with available contra-side interest. Current Rule 7.44(k)(1) 
sets forth the Type 1-designated Retail Order, which is a limit order 
that will interact only with

[[Page 45045]]

available contra-side Retail Price Improvement Orders and all other 
non-displayed liquidity and displayable odd lot interest priced better 
than the PBBO on the opposite side of the Retail Order, excluding 
contra-side Retail Orders, but will not interact with other available 
contra-side interest in Exchange systems or route to other markets. The 
portion of a Type 1-designated Retail Order that does not execute 
against contra-side Retail Price Improvement Orders or other price-
improving liquidity will be immediately and automatically cancelled.
    Current Rule 7.44(k)(2) sets forth three different ``Type 2'' 
designated Retail Orders, which may be marked as Immediate or Cancel, 
Day, or Market. Current Rule 7.44(k)(2)(A) provides that a Type 2-
designated Retail Order marked as Immediate or Cancel is a limit order 
that will interact first with available contra-side Retail Price 
Improvement Orders and all other non-displayed liquidity and 
displayable odd lot interest priced better than the PBBO on the 
opposite side of the Retail Order, excluding contra-side Retail Orders. 
Any remaining portion of the Retail Order will interact with the NYSE 
Arca Book at prices equal to or better than the PBBO and will be 
executed as a limit order marked as IOC, pursuant to Rule 7.31(e)(2) 
and such a Retail Order will not trade through Protected Quotations and 
will not route.
    Current Rule 7.44(k)(2)(B) provides that a Type 2-designated Retail 
Order marked as Day is a limit order that will interact first with 
available contra-side Retail Price Improvement Orders and all other 
non-displayed liquidity and displayable odd lot interest priced better 
than the PBBO on the opposite side of the Retail Order, excluding 
contra-side Retail Orders. Any remaining portion of the Retail Order 
will interact with the NYSE Arca Book and will route to Protected 
Quotations and any unfilled balance of such an order will post to the 
NYSE Arca Book.
    Current Rule 7.44(k)(2)(C) provides that a Type 2-designated Retail 
Order marked as Market will interact first with available contra-side 
Retail Price Improvement Orders and all other nondisplayed liquidity 
and displayable odd lot interest priced better than the PBBO on the 
opposite side of the Retail Order, excluding contra-side Retail Orders 
and any remaining portion of the Retail Order will function as a Market 
Order.
    Proposed Rule 7.44P(k), which is based on current Rule 7.44(k), 
would define the different types of Retail Orders under the Program in 
Pillar and how each Retail Order would trade with available contra-side 
interest. To reflect the proposed substantive difference in Pillar that 
Retail Orders may not be designated with a ``No Midpoint Execution'' 
Modifier, the Exchange is proposing to include in proposed Rule 
7.44P(k) that a Retail Order may not be designated with a ``No Midpoint 
Execution Modifier.'' \90\ The Exchange proposes this difference in 
Pillar in order to increase the orders with which an incoming Retail 
Order would be eligible to trade and eliminate opportunities for a 
Retail Order to skip resting contra-side MPL Orders.
---------------------------------------------------------------------------

    \90\ For the same reason, the Exchange would not include in 
proposed Rule 7.44P(k) rule text in current Rule 7.44(k) that Retail 
Orders designated with a ``No Midpoint Execution'' Modifier, 
pursuant to Rule 7.31(h)(5), will not execute against resting MPL 
Orders but will execute against eligible Retail Price Improvement 
Orders that are also designated as MPL Orders.
---------------------------------------------------------------------------

    Proposed Rule 7.44P(k)(1) would provide that a Type 1--Retail Order 
to buy (sell) would be a Limit IOC Order that would trade only with 
available Retail Price Improvement Orders to sell (buy) and all other 
orders to sell (buy) with a working price below (above) the PBO (PBB) 
on the NYSE Arca Book and would not route. The rule would further 
provide that the quantity of a Type 1--Retail Order to buy (sell) that 
does not trade with eligible orders to sell (buy) would be immediately 
and automatically cancelled and a Type 1-designated Retail Order would 
be rejected on arrival if the PBBO is locked or crossed.
    The proposed rule text is based on current Rule 7.31(k)(1), but 
with the following non-substantive differences:
     To use the term ``trade'' instead of ``interact'';
     To refer to contra-side orders with a working price inside 
the PBBO, rather than specific order types (i.e., non-displayed 
liquidity and displayable odd lot interest) because the proposed rule 
text would include all the order types currently specified in Rule 
7.44(k)(1), streamlined by using Pillar terminology, thereby 
eliminating the need to enumerate the orders;
     To refer to a Retail Order to buy (sell) and how it 
relates to orders priced off of the PBO (PBB), rather than referring to 
``inferior priced'' or ``contra-side'' PBBO;
     To not include current rule text that a Retail Order does 
not trade with contra-side Retail Orders priced better than the contra-
side PBBO. As with current functionality, in Pillar, there would be no 
opportunity for two Retail Orders to trade because buy and sell Retail 
Orders that are marketable against one another and received at the same 
time would be processed one at a time and would not be matched for 
execution. Because this is standard order processing, i.e., that each 
order is processed as it arrives and does not wait for the next 
incoming order before being processed, the Exchange does not believe it 
is necessary to restate this general principal in proposed Rule 
7.44P(k); and
     To not include in proposed Rule 7.44P(k)(1) that a Retail 
Order does not trade through Protected Quotations because by definition 
this order would only trade with interest inside the PBBO.\91\
---------------------------------------------------------------------------

    \91\ Trading in the Program would remain subject to proposed 
Rule 7.37P(a), which also provides that orders at the Exchange would 
not trade through the PBBO. See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    Proposed Rule 7.44P(k)(2) would specify the Exchange's Type 2--
Retail Orders. The Exchange proposes a non-substantive difference to 
use Pillar terminology to provide that a Type 2--Retail Order may be a 
Limit Order designated IOC or Day or a Market Order, instead of the 
text in current Rule 7.44(k)(2), which provides that a Type 2--Retail 
Order may be marked as Immediate or Cancel, Day, or Market. This 
proposed difference is consistent with how orders would be defined in 
proposed Rule 7.31P(a).
    The Type 2--Retail Orders in Pillar would be:
     Proposed Rule 7.44P(k)(2)(A) would describe the Type 2--
Retail Order IOC and is the same order type as that described in 
current Rule 7.44(k)(2)(A). The Exchange proposes a non-substantive 
difference in Pillar to refer to this order as a Type 2--Retail Order 
IOC and define it as a Limit Order that would trade first with 
available Retail Price Improvement Orders to sell (buy) and all other 
orders to sell (buy) with a working price below (above) the PBO (PBB) 
on the NYSE Arca Book. Any remaining quantity of the Retail Order would 
trade with orders to sell (buy) on the NYSE Arca Book at prices equal 
to or above (below) the PBO (PBB) and would be traded as a Limit IOC 
Order and would not route. The first sentence of proposed Rule 
7.44P(k)(2)(A) would be similar to the first sentence of proposed rule 
7.44P(k)(1), discussed above, by describing the contra-side orders with 
which it could trade based on their working price. The second sentence 
of proposed Rule 7.44P(k)(2)(A) would specify, without any differences 
from current Rule 7.44(k)(2)(A), how the order would function after 
trading with non-displayed interest. The Exchange proposes non-
substantive differences to

[[Page 45046]]

use the new Pillar term of ``Limit IOC Order,'' which is defined in 
proposed Rule 7.31P(b)(2)(A), to describe that a Type 2- Retail IOC 
Order would function as a Limit Order designated IOC order that would 
not route.
     Proposed Rule 7.44P(k)(2)(B) would describe the Type 2--
Retail Order Day and is the same order type as that described in 
current Rule 7.44(k)(2)(B). The Exchange proposes a non-substantive 
difference in Pillar to refer to this order as a Type 2--Retail Order 
Day and define it as a Limit Order that would trade first with 
available Retail Price Improvement Orders to sell (buy) and all other 
orders to sell (buy) with a working price below (above) the PBO (PBB) 
on the NYSE Arca Book. This rule text is the same as the rule text 
proposed for Rules 7.44P(k)(1) and (k)(2)(A). The rule would further 
provide that any remaining quantity of the Retail Order, if marketable, 
would trade with orders to sell (buy) on the NYSE Arca Book or route, 
and if non-marketable, would be ranked in the NYSE Arca Book as a Limit 
Order. This text is based on current Rule 7.44(k)(2)(B), but with more 
specificity that this type of Retail Order, once no longer marketable, 
is ranked on the NYSE Arca Book as a Limit Order and is no longer 
eligible to operate as a Retail Order.
     Proposed Rule 7.44P(k)(2)(C) would describe the Type 2-
Retail Order Market and is the same order type as that described in 
current Rule 7.44(k)(2)(C). The Exchange proposes a non-substantive 
difference to refer to this order as a Type 2--Retail Order Market and 
define it as a Market Order that would trade first with available 
Retail Price Improvement Orders to sell (buy) and all other orders to 
sell (buy) with a working price below (above) the NBO (NBB). The rule 
would further provide that any remaining quantity of the Retail Order 
would function as a Market Order.
    The Exchange proposes a substantive difference to the rule text, 
but not functionality, of a Type 2--Retail Order Market to provide that 
on arrival, a Retail Order to buy (sell) would trade with available 
RPIs to sell (buy) priced below (above) the NBO (NBB) rather than the 
PBBO. This is consistent with how Market Orders function currently, and 
as proposed in Pillar.\92\ Pursuant to proposed Rule 7.37P(a)(2), a 
Type 2--Retail Order Market would not trade at prices that trade 
through a protected quotation.\93\
---------------------------------------------------------------------------

    \92\ See Proposed Rule 7.31P(a)(1).
    \93\ See Pillar I Filing, supra note 4.
---------------------------------------------------------------------------

    Rule 7.44(l): Current Rule 7.44(l) provides for the priority and 
allocation of RPIs in the Program. The first paragraph specifies that 
RPIs in the same security shall be ranked and allocated together with 
all other non-displayed interest and displayable odd lot interest 
according to price then time of entry into Exchange systems, except PL 
Orders will be ranked behind all other equally priced interest. The 
rule further provides that any remaining unexecuted RPI interest will 
remain available to interact with other incoming Retail Orders and any 
remaining unexecuted portion of the Retail Order will cancel, execute, 
or post to the NYSE Arca Book in accordance with Rule 7.44(k).
    As discussed above, the Exchange proposes substantive differences 
to the priority and allocation of RPIs in the Program. The proposed 
differences would align the priority and allocation in the Program with 
the priority and allocation of orders outside of the Program. 
Currently, in the Program, odd lot orders are ranked together with RPIs 
and PL Orders (now Limit Non-Displayed Orders), and PL Orders are be 
ranked behind all other non-displayed orders. In Pillar, the Exchange 
is proposing that all orders in the Program would be ranked based on 
their priority category, pursuant to proposed Rule 7.36P, and would not 
have different ranking in the Program. Accordingly, Rule 7.44P(l) would 
provide that Retail Price Improvement Orders in the same security would 
be ranked together with all other interest ranked as Priority 3--Non-
Display Orders. To reflect that odd lot orders would no longer be 
treated differently in the Program, the rule would further provide that 
odd-lot orders ranked as Priority 2--Display Orders would have priority 
over orders ranked Priority 3--Non-Display Orders at each price. The 
Exchange believes that the proposed substantive difference to the 
priority and allocation of orders in the Program would reduce potential 
confusion because the Program would no longer have different priority 
and allocation rules than orders outside the Program.
    The last two sentences of proposed Rule 7.44P(l) would provide that 
any remaining unexecuted RPI interest would remain available to trade 
with other incoming Retail Orders and any remaining unfilled quantity 
of the Retail Order would cancel, execute, or post to the NYSE Arca 
Book in accordance with Rule 7.44P(k). This proposed text is the same 
as current rule text in Rule 7.44(l).
    The remaining paragraphs of section (l) of Rule 7.44 set forth 
examples of priority and allocation in the Program. The Exchange would 
include these examples in proposed Rule 7.44P(l) with both substantive 
and non-substantive differences. The substantive difference would be to 
revise the example that includes odd lot orders in order for the 
example to track the how priority and allocation in the Program would 
operate in Pillar.
    As proposed, the fourth example in proposed Rule 7.44P(l) would 
reflect how odd-lot orders would be ranked in RLP allocations in 
Pillar. As proposed, the original assumption would be:

PBBO for security ABC is $10.00-$10.05
RLP 1 enters a Retail Price Improvement Order to buy ABC at $10.01 for 
500
RLP 2 then enters a Retail Price Improvement Order to buy ABC at $10.02 
for 500
500 RLP 3 then enters a Retail Price Improvement Order to buy ABC at 
$10.03 for 500

    The fourth example in proposed Rule 7.44P(l) would assume these 
facts, except that LMT 1 would enter a displayed odd lot limit order to 
buy ABC at $10.02 for 60. The incoming Retail Order to sell for 1,000 
would trade first with RLP 3's bid for 500 at $10.03, because it is the 
best-priced bid, then with LMT 1's bid for 60 at $10.02 because it is 
the next best-priced bid and is ranked Priority 2--Display Orders and 
would have priority over same-priced RPIs. The incoming Retail Order 
would then trade 440 shares with RLP 2's bid for 500 at $10.02 because 
it would be the next priority category at that price, at which point 
the entire size of the Retail Order to sell 1,000 would be depleted. 
The balance of RLP 2's bid would remain on the NYSE Arca Book and be 
eligible to trade with the next incoming Retail Order to sell.
    The Exchange proposes non-substantive differences to the other 
examples in proposed Rule 7.44P(l) to use the term ``trade with'' 
instead of ``execute against,'' to use the proposed Pillar defined 
terms for different types of Retail Orders, and replace the phrase 
``nondisplayed liquidity,'' with ``non-displayed orders and odd-lot 
orders.''
    Rule 7.44(m): Current Rule 7.44(m) provides that Rule 7.44 shall 
operate for a pilot period set to expire on September 30, 2015. During 
the pilot period, the Program will be limited to trades occurring at 
prices equal to or greater than $1.00 per share, and Exchange systems 
will reject Retail Orders and RPIs priced below $1.00. However, Type 
2--designated Market Retail Orders may interact at prices below $1.00 
with liquidity outside the Program in the Exchange's regular order 
book. The current rule further provides

[[Page 45047]]

that the RLP Program will operate only during the Core Trading Session 
and the Exchange will accept Retail Orders and Retail Price Improvement 
Orders only after the official opening price for the security has been 
disseminated.
    Proposed Rule 7.44P(m) would set forth the pilot program for the 
RLP Program in Pillar, and is based on current Rule 7.44(m) with both 
substantive and non-substantive differences. The proposed substantive 
difference would be to accept RPIs before the start of Core Trading 
Hours. The Exchange proposes this difference for Pillar in order for 
ETP Holders to enter RPIs before the Core Trading Session, thereby 
building a book of RPIs that would be available to provide price 
improvement once the Exchange begins accepting Retail Orders.
    For non-substantive differences, the Exchange proposes to use the 
term ``NYSE Arca Book,'' which is a defined term, instead of term ``the 
Exchange's regular order book.'' In addition, rather than specify that 
the Exchange would wait for an official opening price for a security to 
be disseminated before accepting Retail Orders and RPIs, the Exchange 
proposes to accept such orders during Core Trading Hours, which is 
defined as between 9:30 a.m. Eastern Time and 4:00 p.m. Eastern Time, 
and correlates to the Core Trading Session.\94\ Accordingly, proposed 
Rule 7.44P(m) would provide that the Program would operate only during 
the Core Trading Session and Retail Orders would be accepted during 
Core Trading Hours only.
---------------------------------------------------------------------------

    \94\ See Rule 1.1(j).
---------------------------------------------------------------------------

* * * * *
    As discussed above and in the Pillar I Filing, because of the 
technology changes associated with the migration to the Pillar trading 
platform, the Exchange will announce by Trader Update when rules with a 
``P'' modifier will become operative and for which symbols. The 
Exchange believes that keeping existing rules pending the full 
migration of Pillar will reduce confusion because it will ensure that 
the rules governing trading on the current trading platform will 
continue to be available pending the full migration.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Securities Exchange Act of 1934 (the ``Act''),\95\ in general, and 
furthers the objectives of Section 6(b)(5),\96\ 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 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. The Exchange 
believes that proposed Rules 7.31P and 7.44P, together with the rules 
proposed in the Pillar I Filing, would remove impediments to and 
perfect the mechanism of a free and open market because they would 
promote transparency by using consistent terminology for rules 
governing equities trading, thereby ensuring that members, regulators, 
and the public can more easily navigate the Exchange's rulebook and 
better understand how equity trading would be conducted on the Pillar 
trading platform. Adding new rules with the modifier ``P'' to denote 
those rules that would be operative for the Pillar trading platform 
would remove impediments to and perfect the mechanism of a free and 
open market by providing transparency of which rules govern trading 
once a symbol has been migrated to the Pillar platform.
---------------------------------------------------------------------------

    \95\ 15 U.S.C. 78f(b).
    \96\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    More specifically, the proposed use of new Pillar terminology would 
promote consistency in the Exchange's rulebook regarding how orders 
would be priced, ranked, traded, or routed in Pillar. In addition, the 
use of Pillar terminology, such as display price, limit price, working 
price, working time, and the priority categories proposed in Rule 
7.36P, would promote transparency in Exchange rules regarding how 
orders and modifiers would function in Pillar. For example, the 
proposed use of Pillar terminology for Market Orders, Limit Orders, 
Inside Limit Orders, Limit Non-Displayed Limit Orders, Arca Only 
Orders, and ALO Orders, would promote consistency by using common terms 
to describe how such orders would be priced, ranked, traded, and or 
routed consistent with the general requirements set forth in proposed 
Rule 7.37P(a) that such orders not trade-through the PBBO or lock or 
cross protected quotations. Similarly, the proposed use of Pillar 
terminology would promote consistency by using common terms to describe 
how ISO Orders would be priced consistent with Regulation NMS. More 
generally, the use of Pillar terminology for all order types would 
promote consistency in terminology throughout Pillar rules.
    With respect to proposed Rule 7.31P, the Exchange believes that the 
proposed substantive differences to functionality being proposed for 
Pillar would remove impediments to and perfect the mechanism of a fair 
and orderly market for the following reasons:
     Market Orders: The proposed substantive difference to 
prevent Market Orders from trading at the Trading Collar, and not just 
through the Trading Collar, would reduce the potential for Market 
Orders to trade at prices that would be considered clearly erroneous 
executions.
     Limit Orders: The proposed substantive difference to re-
price resting Limit Orders would reduce the potential for the Exchange 
to publish a BBO that would lock or cross an Away Market PBBO that was 
locking or crossing a prior BBO of the Exchange.
     Limit Order Designated IOC: The proposed substantive 
difference to add optional MTS functionality for Limit IOC Orders would 
provide ETP Holders with greater certainty regarding the trade size of 
an IOC Order, and is based on existing order types available on another 
market.\97\
---------------------------------------------------------------------------

    \97\ See supra note 29.
---------------------------------------------------------------------------

     Auction-Only Orders: The proposed substantive difference 
to accept Auction-Only Orders in non-auction-eligible symbols and route 
them to the primary listing market would promote liquidity on the 
primary listing markets for their respective auctions. The proposed 
change would also protect investors and the public interest by enabling 
such orders to reach a destination where it is more likely to obtain an 
execution opportunity or participate in an auction. In addition, the 
proposed substantive difference to accept Auction-Only Orders for 
Trading Halt Auctions on the Exchange would promote liquidity for 
Exchange Trading Halt Auctions by adding additional order types that an 
ETP Holder could use that would participate only in an auction.
     Reserve Orders: The proposed substantive difference to 
replenish the display quantity of a Reserve Order after any trade that 
depletes the display quantity would promote the display of liquidity on 
the Exchange, because the Exchange would not wait for the display 
quantity to be depleted before replenishing from reserve interest. In 
addition, this proposed functionality is similar to how Reserve Orders 
function on another market.\98\
---------------------------------------------------------------------------

    \98\ See supra note 33.
---------------------------------------------------------------------------

     Limit Non-Displayed Orders: The proposed substantive 
difference to rank Limit Non-Displayed Orders with all other orders 
ranked Priority 2--Non-Display Orders would streamline the Exchange's 
priority and allocation methodology and eliminate a separate

[[Page 45048]]

allocation category for a single order type. In addition, the proposed 
substantive difference to add an optional Non-Display Remove Modifier 
would provide ETP Holders with a tool to enable a Limit Non-Displayed 
Order to trade with an incoming ALO Order rather than have its working 
price be locked by the display price of an ALO Order. The proposed Non-
Display Remove Modifier would also provide price improvement to the 
contra-side ALO Order with which it would trade.
     MPL Orders: The proposed substantive difference to provide 
that arriving MPL and MPL-ALO Orders would trade with contra-side 
orders priced better than the midpoint of the PBBO would provide price 
improvement opportunities for MPL Orders and is consistent with how 
orders priced at the midpoint operate on other markets.\99\ In 
addition, the proposed substantive differences to the optional MTS 
functionality to cancel or reject an MPL Order with an MTS smaller than 
the size of the order would eliminate the possibility for an MPL Order 
to trade in a size smaller than the MTS. Finally, the proposed 
substantive difference to require a minimum of a round lot for the MTS 
would align the MTS functionality with the proposed MTS functionality 
for Limit IOC Orders, thereby streamlining the Exchange's rules and 
making the available modifiers consistent across multiple order types.
---------------------------------------------------------------------------

    \99\ See supra note 40.
---------------------------------------------------------------------------

     Tracking Orders: The proposed substantive difference to 
price Tracking Orders based on the PBBO instead of the NBBO would 
conform how Tracking Orders are priced to how other orders at the 
Exchange are priced in Pillar, e.g., Limit Orders, MPL Orders, and 
Pegged Orders. In addition, this proposed change may increase the 
opportunity for Tracking Orders to trade because by being priced based 
on the same-side PBBO, a Tracking Order would not be restricted from 
trading because a price based on the NBBO would trade-through the PBBO. 
The proposed substantive difference to allow STP Modifiers for Tracking 
Orders would provide additional tools for ETP Holders to prevent wash 
sales between orders entered from the same ETP ID.
     Arca Only Orders: The proposed substantive difference to 
add an optional Non-Display Remove Modifier for Arca Only Orders would 
provide ETP Holders with a tool to enable an Arca Only Order to trade 
with an incoming ALO Order rather than have its working price be locked 
by the display price of an ALO Order. The proposed Non-Display Remove 
Modifier would also provide price improvement to the contra-side ALO 
Order with which it would trade. The proposed substantive difference to 
not offer PNP Orders in Pillar would streamline the order types 
available at the Exchange.
     ALO Orders: The proposed substantive difference to re-
price ALO Orders that would trade with the BBO or lock or cross the 
PBBO, rather than reject such orders if marketable, would promote 
additional displayed liquidity on a publicly registered exchange, and 
therefore promote price discovery. The Exchange further believes that 
the proposed re-pricing and re-displaying of an ALO Order would remove 
impediments to and perfect the mechanism of a free and open market 
because it assures that such order would meet its intended goal to be 
available on the Exchange's NYSE Arca Book as displayed liquidity 
without locking or crossing a protected quotation in violation of Rule 
610(d) of Regulation NMS.\100\ The proposed re-pricing and re-
displaying of ALO Orders is consistent with how other exchanges 
currently operate.\101\ In addition, as set forth in the Pillar I 
Filing, any time the working price of an order changes, it receives a 
new working time.\102\ The proposed re-pricing of ALO Orders would be 
subject to this general requirement, and therefore re-priced ALO Orders 
would not have time priority over orders in the same priority category 
that may have an earlier working time. The Exchange further believes 
that the proposed substantive differences for ALO Orders to trade on 
arrival with non-displayed orders that would provide price improvement 
over the limit price of the ALO Order, but not trade with non-displayed 
orders priced equal to the limit price of the ALO Order, is consistent 
with how other exchanges operate, and therefore offering this 
functionality in Pillar would promote competition.\103\
---------------------------------------------------------------------------

    \100\ 17 CFR 242.610(d).
    \101\ See supra note 55.
    \102\ See Pillar I Filing, supra note 4 at proposed Rule 
7.36P(f)(2).
    \103\ See supra note 57.
---------------------------------------------------------------------------

     ISO: The proposed substantive difference to use the ALO 
Order functionality proposed for Pillar for ISOs would similarly 
promote additional displayed liquidity on the Exchange by allowing Day 
ISO ALO Orders to be re-priced for display rather than rejected if they 
are marketable against the BBO on arrival and is consistent with 
functionality on another exchange.\104\
---------------------------------------------------------------------------

    \104\ See supra note 69.
---------------------------------------------------------------------------

     Primary Only Orders: The proposed substantive difference 
to route all Primary Only Orders to the primary listing market would 
promote liquidity on the primary listing market and provide an 
opportunity for ETP Holders to participate in trading on the primary 
listing market. In addition, the proposed substantive difference to 
permit Primary Only Day Orders to be designated as a Reserve Order 
would provide ETP Holders with more options of order types that could 
be routed directly to the primary listing market, which would promote 
liquidity on the primary listing market.
     Cross Orders: The proposed substantive difference to offer 
the Limit IOC Routable Cross Order in Pillar would provide ETP Holders 
with more tools to effect a proposed Cross Order at the Exchange 
without trading through the PBBO. The current Cross Order offering of a 
Limit IOC Cross Order rejects in its entirety if the cross price is 
marketable against the BBO or would trade through the PBBO. By 
contrast, the proposed Limit IOC Routable Cross Order would trade with 
displayed orders on the Exchange or route to an Away Market, thus 
allowing the proposed Cross Order to trade the maximum volume possible 
at the proposed cross price without trading through either the 
Exchange's displayed orders or protected quotations. By trading only 
with orders ranked Priority 1 or Priority 2 pursuant to proposed Rule 
7.36P, the Exchange believes the proposed Limit IOC Routable Cross 
Order would remove impediments to and perfect the mechanism of a free 
and open market by providing the entering ETP Holder with greater 
certainty of the volume that would trade at the cross price, while at 
the same time ensuring compliance with Regulation NMS.
     Pegged Orders: The proposed substantive difference to use 
the PBBO instead of the NBBO as the dynamic reference price for Pegged 
Orders would conform how Pegged Orders are priced consistent with how 
other orders are priced in Pillar, e.g., Limit Orders, MPL Orders, and 
Tracking Orders. The proposed substantive differences for Market Pegged 
Orders in Pillar, to provide that they would be undisplayed and no 
longer require an offset, would be consistent with how other exchanges 
operate.\105\ Finally, the proposed substantive difference for Market 
Pegged Orders not to assign a working price to such order or have it 
eligible to trade when the PBBO is locked or crossed would reduce the 
potential for a Market Pegged Order to trade when the market

[[Page 45049]]

is locked or crossed. The proposed substantive difference for Primary 
Pegged Orders to no longer permit an offset value would promote the 
additional display of liquidity at the PBBO, rather than at prices 
inferior to the PBBO. The additional proposed substantive difference 
for Primary Pegged Orders to reject an arrival when the PBBO is locked 
or crossed, or to not assign a new working price to a resting Primary 
Pegged Order if the market becomes locked or crossed, would reduce the 
potential for the Exchange to display an order that would lock or cross 
the PBBO. Because Primary Pegged Orders would be displayed orders, the 
Exchange further proposes that if the PBBO locks or crosses, a resting 
Primary Pegged Order could remain displayed at its prior working price, 
which is consistent with how displayed orders that are locked or 
crossed by another market function on the Exchange.
---------------------------------------------------------------------------

    \105\ See supra note 78.
---------------------------------------------------------------------------

     Q Orders: The proposed substantive difference to eliminate 
Auto Q Orders would streamline the Exchange's rules and reduce 
complexity regarding how orders and modifiers function on the Exchange.
    With respect to proposed Rule 7.44P, similar to proposed rule 
7.31P, the proposed non-substantive differences to use Pillar 
terminology would remove impediments to and perfect the mechanism of a 
fair and order market because the proposed differences would promote 
transparency through the use of consistent terminology in Pillar rules. 
The proposed substantive difference to the priority and allocation of 
orders that trade against Retail Orders in proposed Rule 7.44P(l) would 
remove impediments to and perfect the mechanism of a fair and orderly 
market because it would align the priority and allocation of orders in 
the Program with the priority and allocation of orders outside of the 
Program. This proposed substantive difference would therefore promote 
transparency in Exchange rules and reduce potential confusion because 
the Program would no longer operate differently from the priority and 
allocation of orders outside the Program. The proposed substantive 
difference for proposed Rule 7.44P(m), to accept RPIs before the Core 
Trading Session begins, would remove impediments to and perfect the 
mechanism and a free and open market by allowing the entry of RPIs to 
build a book of liquidity that would be available to provide price 
improvement to incoming Retail Orders as soon as the Core Trading 
Session begins.

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 proposed change is not 
designed to address any competitive issue but rather to adopt new rules 
to support the Exchange's new Pillar trading platform. As discussed in 
detail above, the Exchange proposes to adopt rules for Pillar relating 
to orders and modifiers and the Retail Liquidity Program, which would 
be based on current rules, with both substantive and non-substantive 
differences. The proposed substantive differences proposed for these 
rules as compared to the current rules would promote competition 
because the Exchange would be offering order type functionality that is 
already available on other markets.\106\ The proposed non-substantive 
differences include using new Pillar terminology to describe the 
Exchange's orders and modifiers. The Exchange believes that the 
proposed rule change would promote consistent use of terminology to 
support the Pillar trading platform, making the Exchange's rules easier 
to navigate.
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    \106\ See supra notes 29, 33, 40, 53, 54, 55, 57, 69, and 78.
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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

    Within 45 days of the date of publication of this notice in the 
Federal Register or 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 self-regulatory 
organization consents, the Commission will:
    (A) by order approve or disapprove the 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-NYSEARCA-2015-56 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEARCA-2015-56. 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 the filing will also be available 
for inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. 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-NYSEARCA-2015-56 and should be submitted on or before 
August 18, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\107\
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    \107\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-18277 Filed 7-27-15; 8:45 am]
 BILLING CODE 8011-01-P