[Federal Register Volume 81, Number 195 (Friday, October 7, 2016)]
[Notices]
[Pages 69874-69877]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-24283]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79029; File No. SR-NYSEMKT-2016-83]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of 
Partial Amendment No. 2 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Partial Amendment No. 2, To Amend 
Rule 67--Equities Relating to the Tick Size Pilot Program

October 3, 2016.

I. Introduction

    On August 25, 2016, NYSE MKT LLC (``Exchange'' or ``NYSE MKT'') 
filed with the Securities and Exchange Commission (``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 
(1) change system functionality to implement the Plan to Implement a 
Tick Size Pilot Program (``Plan'' or ``Pilot'') \3\ submitted to the 
Commission pursuant to Rule 608 of Regulation NMS \4\ under the Act, 
(2) clarify the operation of certain exceptions to the Trade-at 
Prohibition \5\ on Pilot Securities in the Test Group Three, (3) amend 
the Limit Up/Limit Down (``LULD'' price controls set forth in Exchange 
Rule 80C--Equities regarding the Regulation NMS Plan to Address 
Extraordinary Market Volatility (``LULD Plan''),\6\ and (4) amend the 
Exchange's Trading Collars calculation in Exchange Rule 1000-Equities. 
The proposed rule change was published for comment in the Federal 
Register on September 15, 2016.\7\ The Commission received two comment 
letters on the proposal.\8\ On September 27, 2016, the

[[Page 69875]]

Exchange filed Partial Amendment No. 1 to the proposed rule change 
(``Amendment No. 1''). On September 30, 2016, the Exchange withdrew 
Amendment No. 1 and filed Partial Amendment No. 2 to the proposed rule 
change (``Amendment No. 2'').\9\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 74892 (May 6, 2015), 
80 FR 27513 (May 13, 2015) (``Approval Order''). Unless otherwise 
specified, capitalized terms used in this order are defined as set 
forth in the Plan.
    \4\ 17 CFR 242.608.
    \5\ Exchange Rule 67(e)(4)(A)--Equities defines the ``Trade-at 
Prohibition'' to mean the prohibition against executions by a 
Trading Center of a sell order for a Pilot Security at the price of 
a Protected Bid or the execution of a buy order for a Pilot Security 
at the price of a Protected Offer during regular trading hours. See 
also Plan Section I(LL) and Plan Section VI(D).
    \6\ See Securities Exchange Act Release No. 67091 (May 31, 
2012), 77 FR 33498 (June 6, 2012) (File No. 4-631).
    \7\ See Securities Exchange Act Release No. 78803 (September 9, 
2016), 81 FR 63552.
    \8\ See Letters from Eric Swanson, EVP, General Counsel, Bats 
Global Markets, Inc., Elizabeth K. King, General Counsel and 
Corporate Secretary, New York Stock Exchange; and Thomas A. Wittman, 
EVP, Global Head of Equities, Nasdaq, Inc., dated September 9, 2016 
(``Comment Letter No. 1''); and Eric Swanson, EVP, General Counsel, 
Bats Global Markets, Inc., dated September 12, 2016 (``Comment 
Letter No. 2'').
    \9\ In Amendment No. 2, the Exchange proposes to: (1) Specify 
that in all Pilot Securities, d-Quotes to buy (sell) would not 
exercise discretion if (A) exercising discretion would result in an 
execution equal to or higher (lower) than the price of a protected 
offer (bid) or (B) the price of a protected bid (offer) is equal to 
or higher (lower) than the filed price of the d-Quote; and (2) 
correct cross references.
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    This order provides notice of Amendment No. 2 and approves the 
proposal, as modified by Amendment No. 2, on an accelerated basis.

II. Description of the Amended Proposal

    The Exchange proposes to amend Exchange Rule 67--Equities to (1) 
change system functionality to implement the Plan; (2) clarify the 
operation of certain exceptions to the Trade-at Prohibition on Pilot 
Securities in Test Group Three; (3) amend the LULD price controls set 
forth in Exchange Rule 80C--Equities; and (4) amend the Exchange's 
trading collar calculation set forth in Exchange Rule 1000 Equities.

A. Amendments to Exchange Systems Functionality To Implement the Plan

1. Trade-at Intermarket Sweep Orders \10\
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    \10\ See proposed Exchange Rule 67(f)(1).
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    The Exchange proposes to accept Trade-at Intermarket Sweep Orders 
(``TAISO'') in all securities, and that TAISOs must be designated as 
immediate or cancel (``IOC''), may include a minimum trade size, and do 
not route. The Exchange would immediately and automatically execute a 
TAISO against the displayed and non-displayed bid (offer) up to its 
full size in accordance with and to the extent provided by Exchange 
Rules 1000--Equities--1004--Equities and will then sweep the Exchange's 
book as provided in Rule 1000(e)(iii)--Equities. Any portion of the 
TAISO that is not executed would be immediately and automatically 
cancelled. The Exchange proposes to accept TAISOs before the Exchange 
opens and they would be eligible to participate in the opening 
transaction at its limit price. TAISOs would not be accepted during a 
trading halt or pause for participation in a reopening transaction. 
Finally, the Exchange would not allow TAISOs to be entered as e-Quotes, 
d-Quotes, or g-Quotes.
2. Pilot Securities in Test Groups One, Two, and Three \11\
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    \11\ See proposed Exchange Rule 67(f)(2).
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    The Exchange proposes that references in Exchange rules to the 
minimum price variation (``MPV'') would mean the quoting minimum price 
variation specified in paragraphs (c), (d), and (e) of Exchange Rule 
67.\12\ The Exchange proposes that pre-opening indications,\13\ would 
be published in $0.05 pricing increments for Pilot Securities in Test 
Groups One, Two, and Three.\14\ Mid-Point Passive Liquidity (``MPL'') 
Orders, which are undisplayed limit orders that automatically execute 
at the mid-point of the protected best bid (``PBB'') and the protected 
best offer (``PBO''),\15\ must be entered with a limit price in a $0.05 
pricing increment.\16\ Trading collars that are not in the trading MPV 
for the security would be moved to the nearest price in the trading MPV 
for the security.\17\
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    \12\ See proposed Exchange Rule 67(f)(2)(A).
    \13\ Rule 15(a)--Equities provides that pre-opening indications 
will include the security and the price range within which the 
opening price is anticipated to occur and will be published via the 
securities information processor and proprietary data feeds.
    \14\ See proposed Exchange Rule 67(f)(2)(B).
    \15\ See Rule 13(d)(1)(A)--Equities.
    \16\ See proposed Exchange Rule 67(f)(2)(C).
    \17\ See proposed Exchange Rule 67(f)(2)(D).
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3. Pilot Securities in Test Groups Two and Three \18\
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    \18\ See proposed Exchange Rule 67(f)(3).
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    The Exchange proposes that Retail Price Improvement Orders 
(``RPI'') for Pilot Securities in Test Groups Two and Three must be 
entered with a limit price and an offset in a $0.005 pricing increment.
4. Pilot Securities in Test Group Three \19\
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    \19\ See proposed Exchange Rule 67(f)(4).
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    The Exchange proposes procedures for handling, executing, re-
pricing and displaying of certain order types and order type 
instructions applicable to Pilot Securities in Test Group Three.
a. Change in Priority \20\
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    \20\ See proposed Exchange Rule 67(f)(4)(A).
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    The Exchange proposes that an incoming automatically executing 
order to sell (buy) will trade with displayable bids (offers) and route 
to protected bids (offers) before trading with an unexecuted Market 
Order held undisplayed at the same price. After trading or routing, or 
both, any remaining balance of such an incoming automatically executing 
order would satisfy any unexecuted Market Orders in time priority 
before trading with non-displayable interest on parity.
b. ISOs \21\
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    \21\ See proposed Exchange Rule 67(f)(4)(B).
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    The Exchange proposes that, on entry, Day ISOs would be eligible 
for the TAISO exception set forth in proposed Rule 67(e)(4)(C)(ix). In 
addition, an IOC ISO to buy (sell) would not trade with non-displayed 
interest to sell (buy) that is the same price as a protected offer 
(bid) unless the limit price of such IOC ISO is higher (lower) than the 
price of the protected offer (bid).
c. Non-Displayed Resting Orders \22\
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    \22\ See proposed Exchange Rule 67(f)(4)(C).
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    The Exchange proposes restrictions applicable to resting non-
displayed interest, i.e., a resting order to buy (sell) that is not 
displayed at the price at which it is eligible to trade. Resting non-
displayed interest on the Exchange could include Non-Display Reserve 
Orders,\23\ Non-Display Reserve e-Quotes,\24\ the reserve interest of 
Minimum Display Reserve Orders and Minimum Display Reserve e-
Quotes,\25\ and pegging interest that is not displayed.\26\ The 
proposed rule changes are intended to assure that these orders would 
not price match a protected quotation.
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    \23\ A ``Non Displayed Reserve Order'' is a Limit Order that is 
not displayed, but remains available for potential execution against 
all incoming automatically executing orders until executed in full 
or cancelled. See Rule 13(d)(1)(A)--Equities.
    \24\ See Rule 70(f)(ii)--Equities.
    \25\ A ``Minimum Display Reserve Order'' is a Limit Order that 
will have a portion of the interest displayed when the order is or 
becomes the Exchange BBO and a portion of the interest (``reserve 
interest'') that is not displayed. See Rules 13(d)(2)(C)--Equities 
and 70(f)(i)--Equities.
    \26\ See Rule 13(f)(1)(A)--Equities (Pegging interest includes 
non-displayable interest to buy or sell at a price to track the 
same-side PBBO). d-Quotes enable Floor brokers to enter 
discretionary instructions as to the price at which the d-Quote may 
trade and the number of shares to which the discretionary price 
instructions apply. Executions of d-Quotes within a discretionary 
pricing instruction range are considered non-displayable interest 
for purposes of Rule 72--Equities. See Rule 70.25(a)(ii)--Equities.
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    First, the Exchange proposes that resting non-displayed interest to 
buy (sell) would not trade at the price of a protected offer (bid). 
Second, a resting non-displayed order to buy (sell) would not trade at 
the price of a protected bid (offer) unless the incoming order to sell 
(buy) is a TAISO, Day ISO, or IOC ISO that has a limit price lower 
(higher) than the price of the non-displayed interest. Finally, the 
Exchange proposes that resting non-displayed interest will be either 
routed, cancelled, or re-priced, consistent with the terms of the 
order.

[[Page 69876]]

d. Block Size Exception to the Trade-at Prohibition \27\
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    \27\ See proposed Exchange Rule 67(f)(4)(E).
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    The Exchange proposes that only buy and sell orders that are 
entered into the Cross Function pursuant to Supplementary Material .10 
to Rule 76--Equities and that satisfy the Block Size definition would 
be eligible for the Block Size exception to the Trade-at Prohibition.
e. Self-Trade Prevention Modifiers \28\
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    \28\ See proposed Exchange Rule 67(f)(4)(F).
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    The Exchange proposes that incoming orders designated with a 
specific self-trade prevention (``STP'') Modifier, STPN, would cancel 
before routing or trading with non-displayed orders if the opposite-
side resting interest marked with an STP modifier with the same market 
participant identifier (``MPID'') is a displayed order.
f. G-Quotes and Buy Minus/Zero Plus Orders \29\
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    \29\ See proposed Exchange Rule 67(f)(4)(G).
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    The Exchange proposes to reject g-Quotes and Buy Minus/Zero Plus 
Orders.
5. d-Quotes \30\
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    \30\ See proposed Exchange Rule 67(f)(5). See also Amendment No. 
2.
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    The Exchange proposes that in all Pilot Securities, d-Quotes to buy 
(sell) would not exercise discretion if (i) exercising discretion would 
result in an execution equal to or higher (lower) than the price of a 
protected offer (bid), or (ii) the price of a protected bid (offer) is 
equal to or higher (lower) than the filed price of the d-Quote.

B. Operation of Certain Exceptions to the Trade-at Prohibition on Pilot 
Securities in Test Group Three

1. TAISOs \31\
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    \31\ See proposed Exchange Rule 67(a)(1)(D) and proposed 
Exchange Rule 67(e)(4)(C)(x).
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    The Exchange proposes to add the phrase ``or Intermarket Sweep 
Orders'' to the definition of TAISO as well as to the TAISO exception 
to the Trade-at Prohibition to clarify that ISOs may be routed to 
execute against the full displayed size of the Protected Quotation that 
was traded at.\32\
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    \32\ The Exchange also proposes to add the word ``display'' to 
Exchange Rule 67(a)(1)(D) to correct a previous omission.
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2. Block Size Exemption to Trade-at Prohibition \33\
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    \33\ See proposed Exchange Rule 67(e)(4)(C)(iii).
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    The Exchange proposes to amend the Block Size exception to the 
Trade-at Prohibition to allow execution on multiple Trading Centers to 
comply with Regulation NMS.

C. LULD Price Bands

    The Exchange proposes to add a new subsection (8) to Rule 80C(a)--
Equities that would specify that, after the Exchange opens or reopens 
an Exchange-listed security but before receiving Price Bands from the 
Securities Information Processor (``SIP'') under the LULD Plan, the 
Exchange would calculate Price Bands based on the first Reference Price 
provided to the SIP and, if such Price Bands are not in the MPV for the 
security, round such Price Bands to the nearest price at the applicable 
MPV.

D. Trading Collars Rounding \34\
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    \34\ See proposed Exchange Rule 1000--Equities (c)(i).
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    The Exchange proposes that Trading Collars for both buy and sell 
orders that are not in the MPV for the security would be rounded down 
to the nearest price at the applicable MPV.

III. Summary of Comment Letters

    Both comment letters express support for the proposed rule change 
and suggest that the Commission should approve the proposal. In Comment 
Letter No. 1, the commenters stated that if the proposal is approved as 
proposed, then NYSE would be able to meet the October 3, 2016 
implementation date. Further, in Comment Letter No. 1, the commenters 
stated their belief that the requirements from the Commission have been 
unclear. In Comment Letter No. 2, the commenter questioned Commission 
staff's authority.

IV. Discussion and Commission's Findings

    After careful review of the proposed rule change, as modified by 
Amendment No. 2, and the comment letters, the Commission finds that the 
proposal, as modified by Amendment No. 2, is consistent with the 
requirements of the Act, Rule 608 of Regulation NMS,\35\ and the rules 
and regulations thereunder that are applicable to a national securities 
exchange.\36\ Specifically, the Commission finds that the rule change 
is consistent with Section 6(b)(5) of the Act, which requires that the 
rules of a national securities exchange be designed, among other 
things, 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 to protect investors and the public interest; and 
are not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
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    \35\ 17 CFR 242.608.
    \36\ In approving this rule change, the Commission has 
considered the rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
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    As noted in the Approval Order, the Plan is by design, an 
objective, data-driven test to evaluate how a wider tick size would 
impact trading, liquidity, and market quality of securities of smaller 
capitalization companies. In addition, the Plan is designed with three 
Test Groups and a Control Group, to allow analysis and comparison of 
incremental market structure changes on the Pilot Securities and is 
designed to produce empirical data that could inform future policy 
decisions. As such, any proposed changes targeted at particular Test 
Groups during the Pilot Period should be necessary for compliance with 
the Plan.
    The Exchange proposes changes to modify how the Exchange will 
handle orders during the Pilot Period. Specifically, the Exchange 
proposes to accept TAISOs in all securities. In addition, the Exchange 
proposes to make changes to d-Quotes for all Pilot Securities by 
limiting instances when d-Quotes would exercise discretion.\37\ 
Further, for Pilot Securities in the Test Groups, the Exchange proposes 
to specify references to the MPV, provide that pre-opening indications 
would be published in $0.05 increments, require that MPL Orders with a 
limit price must be entered in a $0.05 increment, and clarify how 
Trading Collars that are not in the trading MPV would be handled. The 
Exchange also proposes to specify that Retail Price Improvement Orders 
must be entered with a limit price and an offset in a $0.005 pricing 
increment in Test Groups Two and Three.
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    \37\ See Amendment No. 2. The Exchange originally proposed to 
limit d-Quotes from exercising discretion only in Test Group Three. 
In Amendment No. 2, the Exchange proposes to apply the proposed 
limitation of discretion to all Pilot Securities. The Commission 
believes that the amendment to apply the proposed changes to the 
exercise of discretion by d-Quotes to all Pilot Securities modifies 
the proposal so that it does not have an unnecessary disparate 
impact on the different Test Groups and the Control Group. Thus, the 
Commission believes that the Exchange's proposal is consistent with 
the Pilot. The Exchange has committed to make the systems changes 
necessary to implement Amendment No. 2 no later than November 7, 
2016. See Email from Clare Saperstein, Exchange to Kelly Riley, SEC 
date October 2, 2016.
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    The Exchange proposes changes for Pilot Securities in Test Group 
Three to comply with the Trade-at Prohibition, including a different 
priority for execution of resting orders, how certain ISOs would be 
handled in Test Group

[[Page 69877]]

Three, how resting non-displayed orders would trade, how order with a 
STPN Modifier would be handled, and that g-Quotes and Buy Minus/Zero 
Plus orders will be rejected. The Exchange also proposes to only permit 
buy and sell orders that are entered into the Cross Function pursuant 
to Supplementary Material .10 to Rule 76 to be eligible for the Block 
Size order exception to the Trade-at Prohibition.\38\
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    \38\ The Commission notes that the orders entered into the Cross 
Function for purposes of relying on the Block Size exception must 
satisfy the provisions of the exception, including that it may not 
be an aggregation of non-block orders, or broken into orders smaller 
than Block Size prior to submitting the order the Trading Center for 
execution. See Exchange Rule 67(e)(4)(C)(iii).
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    In addition, the Exchange proposes to amend provisions related to 
two exceptions to the Trade-at Prohibition. First, the Exchange 
proposes amend the TAISO definition to reflect that ISOs may be routed 
to the full displayed size of a Protected Quotation that is traded-at 
and to make the corresponding change to the specific trade-at 
exception. Second, the Exchange proposes to amend the exception for 
Block Size orders to allow an order of Block Size to be executed on 
multiple Trading Centers.
    The Commission believes that these changes are reasonably designed 
to comply with the Plan. Further, the Commission believes that the 
proposed changes that are targeted at particular Test Groups are 
necessary for compliance with the Plan. Accordingly, the Commission 
finds that these changes are consistent with Section 6(b)(5) of the Act 
\39\ and Rule 608 of Regulation NMS \40\ because they implement the 
Plan and clarify Exchange Rules.
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    \39\ 15 U.S.C. 78f(b)(5).
    \40\ 17 CFR 242.608.
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    In addition, the Exchange proposes to adopt a rule to specify how 
the Exchange will calculate LULD Price Bands after the Exchange opens 
or reopens. The Commission believes that this change should help to 
ensure that trading does not occur outside of Price Bands when LULD is 
in effect.
    Finally, the Exchange proposes to specify that Trading Collars that 
are not in the MPV would be rounded down to the nearest price. The 
Commission believes that this change should provide clarity in the 
Exchange's rules.
    For these reasons, the Commission finds that the proposed rule 
change, as modified by Amendment No. 2, is consistent with the 
requirements of the Act and Rule 608 of Regulation NMS.

V. Solicitation of Comments on Amendment No. 2

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 2 
is consistent with the Exchange 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-2016-83 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-2016-83. 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 20549-1090, on official business days between the hours of 10:00 
a.m. and 3:00 p.m. Copies of such filing will also 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-NYSEMKT-2016-83 and should 
be submitted on or before October 28, 2016.

VI. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 2

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 2, prior to the thirtieth day 
after the date of publication of notice of Amendment No. 2 in the 
Federal Register. As described above, the Exchange proposes to amend 
its rules to comply with the Plan and clarify other rules related to 
LULD and Trading Collars.
    The Commission believes that the proposals related to LULD Price 
Bands and Trading Collars should provide clarity on instances where 
they are not in the MPV. The Commission believes that the proposals 
related to the Pilot are designed to ensure compliance with the Plan. 
The Commission notes that the Pilot is scheduled to start on October 3, 
2016, and accelerated approval would ensure that the rules of the 
Exchange would be in place for the start of the Pilot. Accordingly, the 
Commission finds good cause, pursuant to Section 19(b)(2) of the 
Act,\41\ to approve the proposed rule change, as modified by Amendment 
No. 2, on an accelerated basis.
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    \41\ 15 U.S.C. 78s(b)(2).
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VII. Conclusion

    It is therefore ordered that, pursuant to Section 19(b)(2) of the 
Act,\42\ the proposed rule change (SR-NYSEMKT-2016-83), as modified by 
Amendment No. 2, be and hereby is approved on an accelerated basis.
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    \42\ Id.
    \43\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\43\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-24283 Filed 10-6-16; 8:45 am]
 BILLING CODE 8011-01-P