[Federal Register Volume 81, Number 134 (Wednesday, July 13, 2016)]
[Notices]
[Pages 45332-45334]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-16487]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78246; File No. SR-NASDAQ-2016-067]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Proposed Rule Change To Adopt Limit Order 
Protection

July 7, 2016.

    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 24, 2016, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Nasdaq's Rule 4757, entitled ``Book 
Processing'' to adopt a Limit Order Protection or ``LOP'' for members 
accessing the Nasdaq Market Center.
    The text of the proposed rule change is available on the Exchange's 
Web site at http://nasdaq.cchwallstreet.com, at the principal office of 
the Exchange, and

[[Page 45333]]

at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these 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 aspects of such 
statements.

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

1. Purpose
    The Exchange proposes to adopt a new mechanism to protect against 
erroneous Limit Orders which are entered into the Nasdaq Market Center. 
Specifically, this new feature addresses risks to market participants 
of human error in entering Limit Orders at unintended prices. LOP would 
prevent certain Limit Orders from executing or being placed on the 
Order Book at prices outside pre-set standard limits. The System would 
reject those Limit Orders, rather than executing them automatically. 
The proposed LOP feature is similar to a risk feature which exists 
today on the NASDAQ Options Market LLC (``NOM'') \3\ and is available 
for Options Participants.
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    \3\ See NOM Rules at Chapter VI, Section 6(c) and Section 18.
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    The Exchange proposes to adopt a new feature, LOP for Limit Orders, 
which would reject Limit Orders back to the member when the order 
exceeds certain defined logic. Specifically, the LOP feature would 
prevent certain Limit Orders at prices outside of pre-set standard 
limits (``LOP Limit'') from being accepted by the System. LOP shall 
apply to all Quotes and Orders, including any modified Orders.\4\ LOP 
would not apply to Market Orders, Market Maker Peg Orders \5\ or 
Intermarket Sweep Orders (ISO).\6\ A Market Maker Peg Order is a 
passive order type which will not otherwise remove liquidity from the 
Order Book. This order type was designed to assist Market Makers with 
meeting their quoting obligations. Market Makers have a diverse 
business model as compared with other market participants. Excluding 
the Market Maker Peg Order from the LOP will assist Market Makers in 
meeting their quoting obligations. The Exchange believes that because 
Market Makers have other risk protections in place to prevent them from 
quoting outside of their financial means, the risk level for erroneous 
trades is not the same as with other market participants. Market Makers 
have more sophisticated infrastructures than other market participants 
and are able to manage their risk, particularly with quoting, utilizing 
other tools which may not be available to other market participants. An 
ISO is immediately executable within the Nasdaq Market Center against 
orders against which they are marketable. The ISO designation on an 
order presumes that the market participant has satisfied their 
obligation to all protected quotes up to the limit of the ISO.
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    \4\ If an Order is modified, LOP will review the order anew and, 
if LOP is triggered, such modification will not take effect and the 
original order will be rejected.
    \5\ A ``Market Maker Peg Order'' is an Order Type designed to 
allow a Market Maker to maintain a continuous two-sided quotation at 
a displayed price that is compliant with the quotation requirements 
for Market Makers set forth in Rule 4613(a)(2). The displayed price 
of the Market Maker Peg Order is set with reference to a ``Reference 
Price'' in order to keep the displayed price of the Market Maker Peg 
Order within a bounded price range. A Market Maker Peg Order may be 
entered through RASH, FIX or QIX only. A Market Maker Peg Order must 
be entered with a limit price beyond which the Order may not be 
priced. The Reference Price for a Market Maker Peg Order to buy 
(sell) is the then-current National Best Bid (National Best Offer) 
(including Nasdaq), or if no such National Best Bid or National Best 
Offer, the most recent reported last-sale eligible trade from the 
responsible single plan processor for that day, or if none, the 
previous closing price of the security as adjusted to reflect any 
corporate actions (e.g., dividends or stock splits) in the security. 
See Nasdaq Rule 4702(b)(7).
    \6\ An Intermarket Sweep or ISO Order, which is an Order that is 
immediately executable within the Nasdaq Market Center against 
Orders against which they are marketable, is not subject to LOP. See 
NASDAQ Rule 4702. [sic]
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    LOP would be operational each trading day, except for orders 
designated for opening and closing crosses and initial public 
offerings. LOP would not be operational during trading halts and 
pauses. Since Nasdaq Rules provided controls for the opening, closing 
and initial public offering processes within the Rulebook, the proposed 
protections are rendered ineffective for those processes.\7\ Members 
will be subject to certain parameters when submitting Limit Orders into 
the Order Book. Also, LOP would not apply in the event that there is no 
established LOP Reference Price.\8\ The LOP Reference Price shall be 
the current National Best Bid or Best Offer (NBBO), the bid for sell 
orders and the offer for buy orders.
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    \7\ The Nasdaq Rulebook provides specific rules for certain 
auction mechanisms, such as the opening, closing and initial public 
offering process which contain their own protections with respect to 
the entry of Orders within those mechanisms and therefore are not 
subject to LOP. With respect to the open, Nasdaq has a process, 
namely the ``Nasdaq Opening Cross,'' which shall occur at the price 
that maximizes the number of shares. See Rule 4752(a)(2)(F)(i)-
(iii). [sic] With respect to the close, Nasdaq has a process, namely 
the ``Nasdaq Closing Cross,'' for determining the price at which 
orders shall be executed at the close and for executing those 
orders. See Rule 4754(b)(2)(e.) [sic] With respect to initial public 
offerings, the Exchange may halt trading in a security that is the 
subject of an Initial Public Offering. See Rule 4120(a)(7). The 
Exchange's rules do not permit aberrant trading and require a 
security must pass the price validation. See Rule 4120(c)(8)(A).
    \8\ For example, if there is a one-sided quote or if the LOP 
Reference Price is less than the greater of 10% or $0.50.
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    The Exchange proposes to not accept incoming Limit Orders that 
exceed the LOP Reference Threshold. Limit Orders will not be accepted 
if the price of the Limit Order is greater than the LOP Reference 
Threshold for a buy Limit Order. Limit Orders will not be accepted if 
the price of the Limit Order is less than the LOP Reference Threshold 
for a sell Limit Order. The LOP Reference Threshold for buy orders will 
be the LOP Reference Price (offer) plus the applicable percentage 
specified [sic] in the LOP Limit. The LOP Reference Threshold for sell 
orders will be the LOP Reference Price (bid) minus the applicable 
percentage specified [sic] in the LOP Limit. The LOP Limit shall be the 
greater of 10% of the LOP Reference Price or $0.50 for all securities 
across all trading sessions. The LOP Reference Price shall be the 
current National Best Bid or Best Offer (NBBO), the bid for sell orders 
and the offer for buy orders.
    The Exchange also notes that LOP will be applicable on all 
protocols.\9\ The LOP feature will be mandatory for all Nasdaq members. 
The Exchange proposes to implement this rule within ninety (90) days of 
the approval of this proposed rule change. The Exchange will issue an 
Equities Trader Alert in advance to inform market participants of such 
implementation date.
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    \9\ Nasdaq maintains several communications protocols for 
Participants to use in entering Orders and sending other messages to 
the Nasdaq Market Center, such as: OUCH, RASH, QIX, FLITE and FIX.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \10\ in general, and furthers the objectives of Section 
6(b)(5) of the Act \11\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and

[[Page 45334]]

open market and a national market system, and, in general to protect 
investors and the public interest, by mitigating risks to market 
participants of human error in entering Limit Orders at clearly 
unintended prices. The proposals are appropriate and reasonable, 
because they offer protections for Limit Orders which should encourage 
price continuity and, in turn, protect investors and the public 
interest by reducing executions occurring at dislocated prices.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
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    The proposed LOP feature would assist with the maintenance of fair 
and orderly markets by mitigating the risks associated with errors 
resulting in executions at prices that are away from the Best Bid or 
Offer and potentially erroneous. Further the proposal protects 
investors from potentially receiving executions away from the 
prevailing prices at any given time. The Exchange proposes LOP to avoid 
a series of improperly priced aggressive orders transacting in the 
Order Book. The LOP Limit is appropriate because it seeks to capture 
improperly priced Limit Orders and reject them to reduce the risk of, 
and to potentially prevent, the automatic execution of Orders at prices 
that may be considered clearly erroneous. The System will only execute 
Limit Orders priced within the LOP Limit. The Exchange's proposed LOP 
Limit is a reasonable measure to ensure prices remain within the 
reasonable limits. This protection will bolster the normal resilience 
and market behavior that persistently produces robust reference prices. 
This feature should create a level of protection that prevents the 
Limit Orders from entering the Order Book outside of an acceptable 
range for the Limit Order to execute.
    The LOP will reduce the negative impacts of sudden, unanticipated 
volatility, and serve to preserve an orderly market in a transparent 
and uniform manner, increase overall market confidence, and promote 
fair and orderly markets and the protection of investors. This feature 
is not optional and is applicable to all members submitting Limit 
Orders.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The LOP feature will provide 
market participants with additional price protection from anomalous 
executions. This feature is not optional and is applicable to all 
members submitting Limit Orders. Thus, the Exchange does not believe 
the proposal creates any significant impact on competition. This type 
of risk protection is in place today for NOM Options Participants.\12\ 
Offering this protection to the Nasdaq Market Center will not impose 
any undue burden on intra-market competition, rather, it would permit 
equities and options members to be protected in a similar manner from 
erroneous executions.
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    \12\ See NOM Rules at Chapter VI, Section 6(c) and Section 18.
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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 either solicited or received.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period 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 such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2016-067 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-NASDAQ-2016-067. 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 refer to File Number SR-NASDAQ-2016-067 and should 
be submitted on or before August 3, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-16487 Filed 7-12-16; 8:45 am]
 BILLING CODE 8011-01-P