[Federal Register Volume 81, Number 65 (Tuesday, April 5, 2016)]
[Notices]
[Pages 19661-19664]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-07683]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77476; File No. SR-BATS-2016-17]


Self-Regulatory Organizations; BATS Exchange, Inc.; Order 
Approving Proposed Rule Change, as Modified by Amendment No. 1 Thereto, 
To Amend BATS' Rules Regarding the Auction Process for Securities 
Subject to an Initial Public Offering

March 30, 2016.

I. Introduction

    On February 10, 2016, BATS Exchange, Inc. (the ``Exchange'' or 
``BATS'') filed with the Securities and Exchange Commission (``SEC'' or 
``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend BATS Rule 11.23, entitled ``Auctions,'' 
with regard to the handling of orders during an initial public offering 
(``IPO'') auction. On February 22, 2016, the Exchange filed Amendment 
No. 1 to the proposed rule change.\3\ The proposed rule change, as 
modified by Amendment No. 1, was published for comment in the Federal 
Register on February 29, 2016.\4\ The Commission has received no 
comment letters regarding the proposal. This order approves the 
proposed rule change, as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange corrected a technical error 
regarding incorrect terminology used in a footnote and clarified a 
sentence regarding an order with a time-in-force of ``Regular Hours 
Only'' (``RHO'') that would be converted to an order with a time-in-
force of ``Day'' under the proposed rule change.
    \4\ See Securities Exchange Act Release No. 77222 (February 24, 
2016), 81 FR 10345 (SR-BATS-2016-17) (``Notice'').
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II. Description of the Proposal

    The Exchange proposes to: (1) Amend BATS Rule 11.23(a)(8) to modify 
the term ``Eligible Auction Order'' to delineate the types of orders 
that may participate in an auction for a BATS listed corporate security 
\5\ in an IPO on the Exchange (``IPO Auction''); \6\ and (2) amend 
subparagraphs (d)(1)(A) and (d)(2) of BATS Rule 11.23 to modify the 
rules governing the Quote-Only Period \7\ during an Auction.
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    \5\ A BATS listed corporate security is a security listed on the 
Exchange pursuant to Chapter 14 of the Exchange's Rules that is not 
an Exchange Traded Product (``ETP'') listed on the Exchange pursuant 
to Exchange Rule 14.11.
    \6\ See Notice, supra note 4, at 10345-48. The Exchange also 
proposes a conforming change to BATS Rule 11.1, entitled ``Hours of 
Trading and Trading Days.'' See Notice, supra note 4, at 10346, 
n.19.
    \7\ See BATS Rule 11.23(a)(17) (defining ``Quote-Only Period'' 
as a designated period of time prior to a Halt Auction, a Volatility 
Closing Auction, or an IPO Auction during which Users may submit 
orders to the Exchange for participation in the auction). A ``User'' 
is means any Member or Sponsored Participant who is authorized to 
obtain access to the Exchange's system pursuant to BATS Rule 11.3. 
See BATS Rule 1.5(cc).
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A. Changes to the Definition of Eligible Auction Order

    Currently, ``Eligible Auction Order'' is defined as any Market-On-
Open (``MOO''),\8\ Limit-On-Open (``LOO''),\9\ Late-Limit-On-Open 
(``LLOO''),\10\ Market-On-Close (``MOC''),\11\ Limit-On-Close 
(``LOC''),\12\ or Late-Limit-On-Close (``LLOC'')\13\ order that is 
entered in compliance with its respective cutoff for an Opening or 
Closing Auction,\14\ any RHO \15\ order prior to the Opening Auction, 
any Limit Order \16\ or Market Order \17\ not designated to exclusively 
participate in the Closing Auction entered during the Quote-Only Period 
of an IPO Auction,\18\ and any Limit or Market Order not designated to 
exclusively participate in the Opening or Closing Auction entered 
during the Quote-Only Period of a Halt Auction.\19\ The Exchange 
proposes to amend the definition of Eligible Auction Orders to either 
reject, convert, or ignore certain types of orders.\20\ As proposed, 
Limit Orders and BATS Market Orders, the two main types of orders 
offered by the Exchange, that are entered during the Quote-Only Period 
would be allowed to participate in an IPO Auction for a BATS listed 
corporate security provided they do not also include one or more of the 
modifiers described below.\21\
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    \8\ See BATS Rule 11.23(a)(16).
    \9\ See BATS Rule 11.23(a)(14).
    \10\ See BATS Rule 11.23(a)(12).
    \11\ See BATS Rule 11.23(a)(15).
    \12\ See BATS Rule 11.23(a)(13).
    \13\ See BATS Rule 11.23(a)(11).
    \14\ The Opening and Closing Auction processes are described in 
BATS Rules 11.23(b) and (c).
    \15\ See BATS Rule 11.9(b)(7).
    \16\ See BATS Rule 11.9(a)(1).
    \17\ See BATS Rule 11.9(a)(2).
    \18\ See BATS Rule 11.23(d)(1)(A) (describing Quote-Only 
Period).
    \19\ See BATS Rule 11.23(a)(8). The Exchange also proposes to 
amend BATS Rule 11.1(a) to make clear that it will not accept BATS 
Market Orders that are not Eligible Auction Orders prior to 8:00 
a.m. Eastern Time, see Notice, supra note 4, at 10346, n.19, and to 
make conforming changes to BATS Rules 11.23(b) and 11.23(c).
    \20\ See Notice, supra note 4, at 10345.
    \21\ See Notice, supra note 4, at 10345-48. The Exchange does 
not propose to amend the types of Eligible Auction Orders that may 
participate in an auction for a newly listed ETP. See id. at 10345. 
An Exchange Traded Product is a security that is listed on the 
Exchange pursuant to BATS Rule 14.11.
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Types of Orders to be Accepted or Rejected
    The Exchange proposes to exclude the following types of orders from 
participation in an IPO Auction and would reject such orders: (1) Stop 
Orders \22\ and Stop Limit Orders; \23\ (2) Pegged Orders,\24\ Mid-
Point Peg Orders,\25\ Market Maker Peg Orders \26\ and Supplemental Peg 
Orders; \27\ (3) Minimum Quantity Orders \28\ and Discretionary Orders; 
\29\ (4) MOC, LOC and LLOC orders; and (5) orders with a time-in-force 
of Fill-or-Kill (``FOK'') \30\ and orders with a time-in-force of Good-
`til-Day (``GTD'') \31\ with an expiration time earlier than 4:00 p.m. 
Eastern Time. Such orders entered to participate in an IPO Auction 
would be rejected.\32\
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    \22\ See BATS Rule 11.9(c)(17).
    \23\ See BATS Rule 11.9(c)(18).
    \24\ See BATS Rule 11.9(c)(8).
    \25\ See BATS Rule 11.9(c)(9).
    \26\ See BATS Rule 11.9(c)(16).
    \27\ See BATS Rule 11.9(c)(19).
    \28\ See BATS Rule 11.9(c)(5).
    \29\ See BATS Rule 11.9(c)(10).
    \30\ See BATS Rule 11.9(b)(6).
    \31\ See BATS Rule 11.9(b)(4).
    \32\ See proposed BATS Rule 11.23(a)(8)(A). See also Notice, 
supra note 4, at 10346.
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Types of Orders to be Converted
    The Exchange also proposes to specify the types of orders that 
would be converted by the Exchange for purposes of participating in the 
IPO Auction for a BATS listed corporate security.\33\ Specifically, 
under the proposal, the following types of orders would be converted: 
(1) Market Orders with a time-in-force of Immediate-or-Cancel (``IOC'') 
\34\ would be converted to a MOO and a Limit Order with a time-in-force 
of IOC would be converted to a LOO; (2) orders with a time-in-force of 
RHO would be converted to orders with a time-in-force of Day; and (3) 
any orders eligible to be routed would be

[[Page 19662]]

converted to a BATS Only Order.\35\ Under the proposal, upon completion 
of the IPO Auction, any remainder not executed in the auction would be 
placed on the BATS Book, executed, cancelled or routed away in 
accordance with the converted terms of the order. Such orders would not 
revert back to the original type modifier the User included with the 
order.\36\
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    \33\ See proposed BATS Rule 11.23(a)(8)(B). See also Notice, 
supra note 4, at 10346-47.
    \34\ See BATS Rule 11.9(b)(1).
    \35\ See proposed BATS Rule 11.23(a)(8)(B). See also Notice, 
supra note 4, at 10346.
    \36\ See Notice, supra note 4, at 10346.
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Modifiers To Be Ignored
    The Exchange also proposes to ignore certain order modifiers for 
orders that have been entered to participate in an IPO Auction.\37\ 
Specifically, the following modifiers would be handled as follows 
during an IPO Auction: (1) A Match Trade Prevention (``MTP'') 
modifier,\38\ would not be applied until the IPO Auction is complete, 
but it would be applied in the event any unexecuted portion is placed 
on the BATS Book; \39\ (2) an instruction to treat an order as an 
Attributable Order \40\ would not be applied in an IPO Auction and 
would be permanently ignored with respect to the order, meaning that 
any such order's execution would be displayed anonymously; \41\ (3) an 
Intermarket Sweep Order (``ISO'') \42\ Instruction or a Post Only 
instruction included with a Limit Order would not be applied in an IPO 
Auction and would be permanently ignored with respect to the order; 
\43\ (4) the Maximum Remove Percentage of a Partial Post Only at Limit 
Order \44\ would not be applied in an IPO Auction and would be 
permanently ignored with respect to the order; and (5) the 
replenishment range of a Reserve Order with a Random Replenishment 
instruction \45\ would not be applied in an IPO Auction and would be 
permanently ignored with respect to the order.\46\ Thus, with the 
exception of MTP modifiers, all modifiers listed above would not be 
further considered with respect to an order upon completion of the IPO 
Auction, and any remainder not executed in the auction would be placed 
on the BATS Book, executed, cancelled, or routed away in accordance 
with the modified terms of the order.\47\
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    \37\ See proposed BATS Rule 11.23(a)(8)(C). See also Notice, 
supra note 4, at 10347-48.
    \38\ See BATS Rule 11.9(f).
    \39\ Pursuant to BATS Rule 11.9(f), any incoming order 
designated with an MTP modifier is normally prevented from executing 
against a resting opposite side order also designated with an MTP 
modifier and originating from the same User. Under the proposal, the 
MTP Modifier would be ignored during an IPO Auction, and such 
opposite side orders originating from the same User would be 
eligible to be matched against each other. Upon completion of the 
IPO Auction, an MTP modifier would be recognized again, and any 
remainder not executed in the auction would be placed on the BATS 
Book and executed or cancelled in accordance with the original MTP 
modifier appended to the order. See Notice, supra note 4, at 10347.
    \40\ See BATS Rule 11.9(c)(14).
    \41\ See Notice, supra note 4, at 10347.
    \42\ See BATS Rule 11.9(d).
    \43\ See Notice, supra note 4, at 10347.
    \44\ See BATS Rule 11.9(c)(7).
    \45\ See Notice, supra note 4, at 10348, n.38 (citing BATS Rule 
11.9(c)(1)(A)).
    \46\ See Notice, supra note 4, at 10347-48.
    \47\ See Notice, supra note 4, at 10348.
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B. Changes to the Quote-Only Period

    The Quote-Only Period is the designated period of time prior to a 
Halt Auction, a Volatility Closing Auction, or an IPO Auction during 
which Users may submit orders to the Exchange for participation in the 
auction.\48\ Currently, the Quote-Only Period for an IPO Auction begins 
fifteen (15) minutes plus a short random period prior to such IPO 
Auction.\49\
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    \48\ See BATS Rule 11.23(a)(17). See also Notice, supra note 4, 
at 10348.
    \49\ See BATS Rule 11.23(d)(1)(A).
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    The Exchange proposes to extend the Quote-Only Period with respect 
to an IPO Auction for an ETP such that it would commence at 8:00 
a.m.,\50\ which is the beginning of the Exchange's Pre-Opening 
Session.\51\ The Exchange also proposes to extend the Quote-Only Period 
with respect to an IPO Auction for a BATS listed corporate security to 
begin at a time announced in advance by the Exchange that would be 
between fifteen (15) and thirty (30) minutes plus a short random period 
prior to such IPO Auction.\52\ The Exchange would determine the length 
of time of the Quote-Only Period for a BATS listed corporate security 
(i.e., what time between fifteen (15) and thirty (30) minutes) in 
consultation with the issuer of the IPO Security and would announce the 
length of time for the Quote-Only Period in advance of the commencement 
of such period.\53\ The Exchange also proposes to make a technical 
amendment to paragraph (d)(2)(A) of BATS Rule 11.23 to replace the 
current term ``quotation only period'' with the defined term ``Quote 
Only Period.''
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    \50\ See proposed BATS Rule 11.23(d)(1)(A).
    \51\ See BATS Rule 1.5(r).
    \52\ See proposed BATS Rule 11.23(d)(1)(A).
    \53\ See Notice, supra note 4, at 10348. According to the 
Exchange, the scope of market participants notified regarding the 
anticipated commencement of the Quote-Only Period (or extension of 
Quote-Only Period) would include, but would not be limited to 
Members of the Exchange. Such notice would also include those market 
participants, individuals or entities that have subscribed to the 
Exchange's notification system. The Exchange represents that it 
intends to send notifications regarding the Quote-Only Period via 
email, as it does with most public notifications today. The Exchange 
further notes that it does, in certain circumstances, post 
information on its public Web site in addition to email 
dissemination. See id., n.41.
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    Finally, the Exchange proposes to extend the Quote-Only Period in 
the event of a technical or systems issue at the Exchange that may 
impair the ability of Users to participate in the IPO Auction or of the 
Exchange to complete the IPO Auction.\54\ As proposed, the Exchange 
would notify market participants in the event of any extension to the 
Quote-Only Period, including due to a technical or systems issue during 
an IPO Auction. Such notice would provide details regarding the 
circumstances and length of the extension.\55\
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    \54\ See proposed BATS Rule 11.23(d)(2)(B)(iv). See also Notice, 
supra note 4, at 10348. Currently, the Exchange may extend the 
Quote-Only Period under Rule 11.23(d)(2)(B) for an Auction beyond 
the stated timeframes where: (i) There are unmatched Market Orders 
on the Auction Book associated with the auction; (ii) in an IPO 
Auction, the underwriter requests an extension; or (iii) where the 
Indicative Price moves the greater of 10% or fifty (50) cents in the 
fifteen (15) seconds prior to the auction. See id.
    \55\ See proposed BATS Rule 11.23(d)(2)(C). See also Notice, 
supra note 4, at 10348.
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III. Discussion

    After careful review of the proposal, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\56\ In particular, the Commission finds that the 
proposal is consistent with Section 6(b)(5) of the Act,\57\ which 
requires, among other things, that the rules of a national securities 
exchange be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest.
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    \56\ In approving this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \57\ 15 U.S.C. 78f(b)(5).
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A. Changes to the Definition of Eligible Auction Order

    The Exchange believes that refining the types of orders processed 
in an IPO Auction and/or those that would be placed onto the BATS Book 
\58\ following such IPO Auction would simplify and reduce the 
complexity of the IPO Auction for BATS listed corporate securities.\59\ 
The Exchange further

[[Page 19663]]

believes that doing so would aid in ensuring a robust, but streamlined, 
IPO Auction process for a newly listed corporate securities.\60\
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    \58\ See BATS Rule 1.5(e) (defining BZX Book as the System's 
electronic file of orders).
    \59\ See Notice, supra note 4, at 10345.
    \60\ See id.
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    Specifically, the Exchange believes it is reasonable to reject 
orders with the characteristics described above from participating in 
the IPO Auction because doing so would aid in reducing systems 
complexity and risk associated both with completing the IPO Auction and 
with transferring any unexecuted portion of such orders to the BATS 
Book once the auction is complete.\61\ Further, the Exchange states 
that the orders it proposes to reject are not commonly utilized and 
therefore the rejection of such orders should not have a significant 
impact on its Members.\62\ In addition, the Exchange believes these 
types of orders contain certain attributes that are not compatible with 
the IPO Auction process.\63\
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    \61\ See id. at 10346.
    \62\ See id. See also BATS Rule 1.5(n)(defining ``Member'' as 
any registered broker or dealer that has been admitted to membership 
in the Exchange).
    \63\ See Notice, supra note 4, at 10346.
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    In addition, in contrast to those orders that would be rejected, 
the Exchange notes that the types of orders the Exchange proposes to 
convert are more commonly used by Members than those order types the 
Exchange proposes to reject.\64\ The Exchange believes that it is 
reasonable to convert rather than reject the order types described 
above because such orders are more commonly used by Members and doing 
so would accommodate those Members that have automated their systems to 
send orders to the Exchange without significantly altering the 
operation of the order from what the Member originally instructed.\65\ 
According to the Exchange, such Members also may not be able to re-
submit a rejected order with the correct modifier in time to 
participate in the IPO Auction.\66\ Therefore, the Exchange notes that 
it is concerned that rejecting, rather than converting those types of 
orders as proposed, would inappropriately burden those Members and 
deter their participation in an IPO Auction.\67\
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    \64\ See id. at 10346-47.
    \65\ See id. at 10347.
    \66\ See id.
    \67\ See id.
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    The Exchange further believes it is reasonable to ignore certain 
modifiers on an order during the IPO Auction because doing so would 
simplify and reduce the complexity of the auction process or such 
modifiers are incompatible with the IPO Auction process.\68\ For 
instance, the Exchange believes that it is reasonable to ignore 
instructions to treat an order as an Attributable Order because orders 
entered into an IPO Auction are not displayed individually, but rather, 
are displayed as aggregated interest in the Exchange's data feeds.\69\
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    \68\ See id. at 10347-49.
    \69\ See id. at 10347.
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    For the reasons stated above, the Commission believes that amending 
the definition of Eligible Auction Orders to reject, convert, or ignore 
certain types of orders in connection with the IPO Auction process for 
a BATS listed corporate security is consistent with Section 6(b)(5) of 
the Act. The Commission believes that it is reasonable for the Exchange 
to seek to simplify and reduce the complexity of the IPO Auction 
process and to clearly describe the treatment of those orders and 
modifiers submitted during an IPO Auction that would be rejected, 
converted, or ignored.\70\
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    \70\ The Commission also believes that the Exchange's proposal 
to amend BATS Rule 11.1(a) to make clear that it will not accept 
BATS Market Orders that are not Eligible Auction Orders prior to 
8:00 a.m. Eastern Time and to make conforming changes to BATS Rules 
11.23(b) and 11.23(c) is consistent with Act. The Commission 
believes that these proposed changes would help reduce confusion 
among Members regarding the operation of BATS Market Orders that are 
entered prior to the start of the Exchange's Pre-Opening Session and 
the operation of the Exchange's rules.
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B. Changes to the Quote-Only Period

    The Exchange states that it believes that a longer Quote-Only 
Period for ETPs is warranted because it will encourage the entry of 
orders prior to an IPO Auction for newly issued ETPs, which typically 
have lower participation rates especially as compared to IPO Auctions 
for corporate securities.\71\ The Exchange further states that while an 
IPO Auction for a corporate security is typically conducted at least 
thirty minutes after the commencement of Regular Trading Hours, an IPO 
Auction for a newly issued ETP is typically conducted at the beginning 
of Regular Trading Hours (i.e., 9:30 Eastern Time), and thus may not 
afford much time for participants to enter orders prior to such 
auction.\72\
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    \71\ See Notice, supra note 4, at 10348.
    \72\ See id.
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    In addition, the Exchange believes it is reasonable to extend the 
Quote-Only Period for a BATS listed corporate security to begin at a 
time announced in advance by the Exchange that shall be between fifteen 
and thirty minutes plus a short random period prior to such IPO Auction 
because it will allow market participants more time to enter orders to 
participate in the IPO Auction.\73\ Further, according to the Exchange, 
such an extension would afford underwriters more time to evaluate the 
scope of demand for, and supply of, the security subject to the IPO 
Auction (``IPO Security''), which in turn, would allow the underwriter 
to make a more informed decision about the appropriate time to initiate 
the opening of the IPO Security through the IPO Auction.\74\
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    \73\ See id. at 10348-49.
    \74\ See id.
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    The Exchange also believes it is reasonable to extend the Quote-
Only Period in the event of a technical or systems issue at the 
Exchange that may impair the ability of market participants to 
participate in an IPO Auction as such an event may prevent market 
participants from entering orders during the Quote-Only Period, which 
in turn could result in less liquidity that may prevent the 
underwriters from adequately accessing the trading interest of the IPO 
Security.\75\ Thus, the Exchange believes it is reasonable to extend 
the Quote-Only Period in the event of a technical or systems issue to 
provide market participants adequate time to enter orders to 
participate in the IPO auction.\76\ Finally, the Exchange states that 
its proposal to make a technical amendment to paragraph (d)(2)(A) of 
BATS Rule 11.23 to replace the current term ``quotation only period'' 
with the defined term ``Quote Only Period'' is intended to make the 
rule easier to understand and avoid potential investor confusion.\77\
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    \75\ See id. at 10348-49.
    \76\ See id.
    \77\ See id. at 10349.
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    For the foregoing reasons, the Commission believes that the 
proposed changes to the Quote-Only Period are consistent with the Act 
because these changes are designed to allow market participants 
additional time in advance of an IPO Auction, and the proposed 
technical amendment to BATS Rule 11.23(d)(2)(A) conforms the 
terminology used in that section of BATS Rule 11.23(d) with the current 
terminology used in the BATS rule book.

IV. Conclusion

    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment No.1, is consistent with the Act 
and the rules and regulations thereunder applicable to a national 
securities exchange.
    IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Act 
\78\ that the proposed rule change (SR-BATS-2016-17) is approved.
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    \78\ 15 U.S.C. 78s(b)(2).
    \79\ 17 CFR 200.30-3(a)(12).


[[Page 19664]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\79\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-07683 Filed 4-4-16; 8:45 am]
 BILLING CODE 8011-01-P