[Federal Register Volume 81, Number 87 (Thursday, May 5, 2016)]
[Notices]
[Pages 27184-27186]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-10472]



[[Page 27184]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77749; File No. SR-NYSEMKT-2016-47]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending Rule 967.1NY 
Regarding Price Protection for Market Maker Quotes

April 29, 2016.
    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 April 27, 2016, NYSE MKT LLC (the ``Exchange'' or ``NYSE 
MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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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 amend Rule 967.1NY regarding price 
protection for Market Maker quotes. The proposed rule change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The Exchange is proposing to amend Rule 967.1NY regarding price 
protection for Market Maker quotes.
    Rule 967.1NY provides two layers of price protection to incoming 
Market Maker quotes, rejecting those Market Maker quotes that exceed 
certain parameters, as a risk mitigation tool.\4\ The Exchange proposes 
to modify Rule 967.1NY(a)(2) and (3), which relates to the second layer 
of protection, the ``Underlying Price Check,'' which assesses the price 
of call or put bids against a specified benchmark. The Underlying Price 
Check applies to bids in call options or put options when (1) there is 
no NBBO available, for example, during pre-opening or prior to 
conducting a re-opening after a trading halt, or (2) if the NBBO is so 
wide as to not reflect an appropriate price for the respective options 
series.\5\
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    \4\ The first layer of protection, referred to as the NBBO 
Reasonability Check, assesses incoming sell quotes against the 
National Best Bid (``NBB'') and incoming buy quotes against the 
National Best Offer (``NBO''). Specifically, per Rule 967.1NY(a)(1), 
provided that an NBBO is available, a Market Maker quote would be 
rejected if it is priced a specified dollar amount or percentage 
through the contra-side NBBO. The Exchange has implemented the NBBO 
Reasonability Check and does not propose to modify rule text related 
to this feature.
    \5\ See Rule 967.1NY, Commentary .01 (directing ATP Holders to 
consult Trader Updates for additional information regarding the 
implementation schedule for paragraphs (a)(2) and (a)(3) of the 
Rule, with final implementation of such paragraphs to be completed 
by no later than July 31, 2016).
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    To date, the Exchange has not implemented the Underlying Price 
Check because of technological issues discovered shortly after the 
Exchange adopted the rule. However, the Exchange has finalized the 
technology related to this aspect of the Rule and proposes to modify 
the Rule as it relates to the Underlying Price Check.\6\ Specifically, 
the Exchange proposes to exclude certain securities that do not have 
reliable (or, in some cases, any available) underlying consolidated 
last sale information (``last sale'') against which to perform the 
Underlying Price Check because, in the absence of reliable price data, 
the Underlying Price Check may result in Market Maker quotes being 
rejected too frequently. Accordingly, the Exchange proposes to modify 
Commentary .01 to the Rule to provide that the Underlying Price Check 
would not apply to ``(i) any options series for which the underlying 
security has a non-standard cash or stock deliverable as part of a 
corporate action; (ii) any options series for which the underlying 
security is identified as over-the-counter (``OTC'')\7\; (iii) any 
option series on an index; (iv) Binary Return Derivatives (``ByRDs'')'' 
(the ``Excluded Options'').\8\ The proposed change would enable the 
Exchange to implement this price protection feature and apply it to 
securities for which there is reliable price data for the underlying 
security to perform the check. Specifically, the Exchange would exclude 
any options series for which the underlying security has a non-standard 
cash or stock deliverable as part of a corporate action because the 
last sale information would not have been adjusted for the non-standard 
deliverable, and would therefore be unreliable.\9\ Options in OTC would 
be considered Excluded Options because unlike listed securities, the 
Exchange does not receive an active data feed with last sale 
information for OTC securities. The Exchange would exclude any options 
series overlying a stock index because such indices do not have last 
sale information. Similarly, the Exchange would exclude options on 
ByRDs because ByRDS track a value weighted average price (``VWAP'') and 
not the last sale of the underlying security.\10\ The Exchange notes 
the Excluded Options would continue to be subject to the NBBO 
Reasonability Check, which is the first layer of price protection (see 
supra n. 4) when there is a reliable NBBO and, thus, Market Maker 
quotes in these securities are not without price protection on the 
Exchange.
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    \6\ See Securities Exchange Act Release No. 74440 (March 4, 
2015), 80 FR 12687 (March 10, 2015) (SR-NYSEMKT-2014-116) (Approval 
Order); see also Securities Exchange Act Release No. 74017 (January 
8, 2015), 80 FR 1979 (January 14, 2015) (SR-NYSEMKT-2014-116) 
(Notice). See also Securities Exchange Act Release Nos. 75151 (June 
11, 2015), 80 FR 34770 (June 17, 2015) (SR-NYSEMKT-2015-42) 
(modifying rule related to the Underlying Price Check to allow for 
implementation of the feature by March 4, 2016); 77356 (March 14, 
2016), 81 FR 14917 (March 18, 2015) (SR-NYSEMKT-2016-36) (extending 
March 4, 2016 deadline until July 31, 2016).
    \7\ Options on OTC securities, which are not considered NMS 
stocks, are subject to trading pursuant to Rule 916 (Withdrawal of 
Approval of Underlying Securities), Commentary .01(5). The 
Commission notes that Rule 916 provides for the continued listing of 
options on underlying securities that no longer meet the criteria 
for listing and trading on the Exchange.
    \8\ See proposed Rule 967.1NY, Commentary .01. See also proposed 
Rule 967.1NY (a)(2) and (3) (providing that the Underlying Price 
Check would apply, ``except as provided in Commentary .01 to this 
Rule'').
    \9\ Corporate actions such as mergers or reorganizations can 
result in options being adjusted to a non-standard deliverable.
    \10\ See generally Section 17, Binary Return Derivatives, Rules 
900ByRDs-980ByRDs. ByRDs are European-style option contracts on 
individual stocks, exchange-traded funds and Index-Linked Securities 
that have a fixed return in cash based on a set strike price.
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    The Exchange also proposes to exempt from the Underlying Price 
Check any option series for which the Exchange determines it is 
necessary to exclude underlying securities in the interests of 
maintaining a fair and

[[Page 27185]]

orderly market.\11\ The Exchange believes this proposed change would 
enable the Exchange to exclude option series, other than Excluded 
Options, from the Underlying Price Check if the Exchange determines 
that the price protection feature would not function as intended.\12\ 
For example, if the last sale is zero, for whatever reason, the 
Exchange would have the discretion to forego the Underlying Price Check 
for a particular call bid. Similarly, if there was some other event or 
change that impacted the underlying security (for example if there was 
a change to the ticker symbol for the underlying security), the 
Exchange would retain discretion to exclude the affected options series 
from the Underlying Price Check. The Exchange notes that another 
options exchange likewise has retained discretion to withhold price 
protection features consistent with the Underlying Price Check.\13\ If 
the Exchange determines that the Underlying Price Check should not 
apply in the interest of maintaining a fair and orderly market, as 
proposed, the Exchange would announce this decision by electronic 
message to ATP Holders that request to receive such messages.
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    \11\ See proposed Rule 967.1NY, Commentary .01. See also 
proposed Rule 967.1NY (a)(2) and (3) (providing that the Underlying 
Price Check would apply, ``except as provided in Commentary .01 to 
this Rule'').
    \12\ The Exchange would document, retain, and periodically 
review any Exchange decision to not apply the Underlying Price 
Check, including the reason for the decision.
    \13\ See Securities Exchange Act Release No. 76960 (January 21, 
2016), 81 FR 4728 (January 27, 2016) (SR-CBOE-2015-107) (approving 
price protection mechanisms for quotes and orders, which includes 
the Chicago Board Options Exchange, Inc. retaining discretion to 
withhold its Put Strike Price and Call Underlying Value Checks).
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Implementation
    The Exchange will announce the implementation date of the proposed 
rule change, which will be before July 31, 2016, by Trader Update.\14\
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    \14\ See supra n. 5. Once implemented, the Exchange will file a 
separate proposed rule change to delete text in Commentary .01 
regarding the July 31, 2016 implementation deadline.
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2. Statutory Basis
    The statutory basis for the proposed rule change is Section 6(b)(5) 
of the Securities Exchange Act of 1934 (the ``Act''),\15\ which 
requires the rules of an exchange 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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    \15\ 15 U.S.C. 78f(b).
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    The Exchange believes the proposed modifications would remove 
impediments to and perfect the mechanism of a free and open market and 
would protect investors and the public interest because it would exempt 
from the Underlying Price Check those Excluded Options for which there 
is no reliable pricing data for the underlying security or index to 
perform the Check properly. Similarly, the Exchange believes the 
proposal to exclude any option series for which the Exchange determines 
it is necessary to exclude underlying securities in the interests of 
maintaining a fair and orderly market would likewise protect investors 
and the public interest because this change would enable the Exchange 
to ensure that the Underlying Price Check operates as intended (i.e., 
when there is reliable price data against which to perform the Check). 
Absent the proposed modification, otherwise acceptable Market Maker 
quotes would be erroneously rejected upon arrival because the 
Underlying Price Check would deem such quotes to be at prices that are 
through the (unreliable) last sale price, which would be disruptive to 
Market Makers that provide necessary liquidity to the Exchange. Thus, 
the Exchange believes that this proposal meets these requirements 
because it would assist with the maintenance of a fair and orderly 
market by allowing the Exchange to implement the Underlying Price Check 
to work as intended--to reduce the risk of Market Maker quotes sweeping 
through multiple price points resulting in executions at prices that 
are through the last sale price and potentially erroneous.
    Finally, the Exchange believes the proposed change would promote 
just and equitable principles of trade because it would enable the 
Exchange to implement the second layer of price protection for when an 
NBBO is not available, which would further assist the Exchange in 
avoiding the processing of erroneous quotes that otherwise may cause 
price dislocation before such quotes could cause harm to the market.

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

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes the 
proposal would not unduly burden any particular group of market 
participants trading on the Exchange vis-[agrave]-vis another group 
(i.e., Market Markers versus non-Market Makers) as the Underlying Price 
Check, as modified, is designed to address the unique role of Market 
Makers to enter two-sided quotations in their appointments and would 
apply equally to all Market Makers. Moreover, the Exchange believes the 
proposal would provide market participants with additional protection 
from anomalous executions while ensuring that the Underlying Price 
Check would not be performed in instances where the Exchange lacks 
reliable pricing data for the underlying security. Thus, the Exchange 
does not believe the proposal creates any significant impact on 
competition. The Exchange believes this proposal is pro-competitive as 
it allows the Exchange to implement the second layer of price 
protection, which may encourage Market Makers to quote tighter deeper 
markets, which will increase liquidity and enhance competition.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) \16\ of the Act and Rule 19b-
4(f)(6) thereunder.\17\
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

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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-NYSEMKT-2016-47 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEMKT-2016-47. 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 also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should referto File Number SR-NYSEMKT-2016-47, and should 
be submitted on or before May 26, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).

Brent J. Fields,
Secretary.
[FR Doc. 2016-10472 Filed 5-4-16; 8:45 am]
 BILLING CODE 8011-01-P