[Federal Register Volume 81, Number 239 (Tuesday, December 13, 2016)]
[Notices]
[Pages 90015-90019]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-29801]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79496; File No. SR-BatsBZX-2016-83]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Related to 
Fees for Use of the Exchange's Equity Options Platform

December 7, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on November 30, 2016, Bats BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') 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 Exchange. The 
Exchange has designated the proposed rule change as one establishing or 
changing a member due, fee, or other charge imposed by the Exchange 
under Section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) 
thereunder,\4\ which renders the proposed rule change effective upon 
filing with the

[[Page 90016]]

Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend the fee schedule applicable 
to Members \5\ and non-Members of the Exchange pursuant to BZX Rules 
15.1(a) and (c).
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    \5\ The term ``Member'' is defined as ``any registered broker or 
dealer that has been admitted to membership in the Exchange.'' See 
Exchange Rule 1.5(n).
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    The text of the proposed rule change is available at the Exchange's 
Web site at www.batstrading.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 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 parts 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 amend its fee schedule for its equity 
options platform (``BZX Options'') to reduce the rebates for: (i) Fee 
code NF, which is appended to Firm,\6\ Broker Dealer,\7\ and Joint Back 
Office,\8\ orders in Non-Penny Pilot Securities; \9\ (ii) the Firm, 
Broker Dealer, and Joint Back Office Non-Penny Pilot Add Volume Tier 2 
under footnote 8; (iii) fee code NN, which is appended to Away Market 
Maker \10\ orders which add liquidity in Non-Penny Pilot Securities; 
and (iv) the Away Market Maker Non-Penny Pilot Add Volume Tier 1 under 
footnote 11. Additionally, the Exchange proposes to modify the required 
criteria for the: (i) NBBO Setter Tier 5 under footnote 4; and (ii) 
Firm, Broker Dealer, and Joint Back Office Non-Penny Pilot Add Volume 
Tier 3 under footnote 8 and increase the tier's rebate. Lastly, the 
Exchange proposes to modify the fee codes that may qualify for the 
additional rebates provided by the NBBO Setter Tiers 1 through 4 under 
footnote 4.
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    \6\ The term ``Firm'' applies to any transaction identified by a 
Member for clearing in the Firm range at the OCC, excluding any 
Joint Back Office transaction.
    \7\ The term ``Broker Dealer'' applies to any order for the 
account of a broker dealer, including a foreign broker dealer that 
clears in the Customer range at the OCC.
    \8\ The term ``Joint Back Office'' applies to any transaction 
identified by a Member for clearing in the Firm range at the OCC 
that is identified with an origin code as Joint Back Office. A Joint 
Back Office participant is a Member that maintains a Joint Back 
Office arrangement with a clearing broker-dealer.
    \9\ The term ``Non-Penny Pilot Security'' applies to those 
issues that are quoted pursuant to Exchange Rule 21.5, 
Interpretation and Policy .01.
    \10\ The term ``Away Market Maker'' applies to any transaction 
identified by a Member for clearing in the Market Maker range at the 
OCC, where such Member is not registered with the Exchange as a 
Market Maker, but is registered as a market maker on another options 
exchange.
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Fee Code NF
    The Exchange proposes to reduce the rebate for fee code NF, under 
which a Member currently receives a rebate of $0.36 per contract for 
its Firm, Broker Dealer, and Joint Back Office orders in Non-Penny 
Pilot Securities that add liquidity. The Exchange proposes to reduce 
the rebate for fee code NF from $0.36 per contract to $0.30 per 
contract. The Exchange also proposes to update the Standard Rates table 
of the fee schedule to reflect the new rebate.
Fee Code NN
    The Exchange proposes to reduce the rebate for fee code NN, under 
which a Member currently receives a rebate of $0.36 per contract for 
its Away Market Maker orders in Non-Penny Pilot Securities that add 
liquidity. The Exchange proposes to reduce the rebate for fee code NN 
from $0.36 per contract to $0.30 per contract. The Exchange also 
proposes to update the Standard Rates table to reflect the new rebate.
Firm, Broker Dealer, and Joint Back Office Non-Penny Pilot Add Volume 
Tiers
    Firm, Broker Dealer, and Joint Back Office orders that add 
liquidity on the Exchange in Non-Penny Pilot Securities yield fee code 
NF and currently receive a standard rebate of $0.36 per contract.\11\ 
In addition, footnote 8 of the fee schedule currently sets forth three 
different tiers, each providing an enhanced rebate ranging from $0.45 
to $0.67 per contract to an order that yields fee code NF upon 
satisfying the monthly volume criteria required by the respective tier.
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    \11\ The Exchange proposes in this filing to reduce this rebate 
to $0.30 per contact as of December 1, 2016.
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    To qualify for tier 2 and receive a rebate of $0.65 per contract, 
the Exchange requires a Member has an ADV \12\ equal to or greater than 
0.25% of average TCV.\13\ The Exchange proposes to reduce the rebate 
provided in tier 2 from $0.65 per contract to $0.60 per contract. The 
Exchange also proposes to update the Standard Rate table to reflect the 
new rebate. The Exchange does not propose to amend tier 2's required 
criteria.
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    \12\ As set forth in the Exchange's fee schedule, ``ADV'' means 
average daily volume calculated as the number of contracts added or 
removed, combined, per day.
    \13\ As set forth in the Exchange's fee schedule, ``TCV'' means 
total consolidated volume calculated as the volume reported by all 
exchanges to the consolidated transaction reporting plan for the 
month for which the fees apply, excluding volume on any day that the 
Exchange experiences an Exchange System Disruption and on any day 
with a scheduled early market close
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    The Exchange proposes to increase the rebate and amend the required 
criteria for tier 3. To qualify for tier 3 and receive a rebate of 
$0.67 per contract, the Exchange currently requires a Member to: (1) 
Have an ADV equal to or greater than 0.40% of average TCV; and (2) have 
an ADAV \14\ in Away Market Maker, Firm, Broker Dealer, and Joint Back 
Office orders equal to or greater than 0.30% of average TCV. The 
Exchange proposes to increase the first prong of the tier's criteria to 
require a Member to have an ADV in equal to or greater than 1.75% of 
average TCV. In addition, the Exchange proposes to increase the second 
prong of the tier's criteria to require that a Member also have an ADAV 
in Away Market Maker, Firm, Broker Dealer, and Joint Back Office orders 
equal to or greater than 1.25% of average TCV. To reflect the proposed 
heightened criteria necessary to achieve tier 3, the Exchange proposes 
to increase the tier's rebate from $0.67 per contract to $0.69 per 
contract. The Exchange also proposes to update the Standard Rate table 
to reflect the new rebate.
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    \14\ As set forth in the Exchange's fee schedule, ``ADAV'' means 
average daily volume calculated as the number of contracts added per 
day.
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Away Market Maker Non-Penny Pilot Add Volume Tiers
    Away Market Maker orders that add liquidity on the Exchange in Non-
Penny Pilot Securities yield fee code NN and currently receive a 
standard rebate of $0.36 per contract. In addition, footnote 11 of the 
fee schedule currently sets forth two different tiers, which provide 
enhanced rebates of $0.45 to $0.52 per contract to orders that yield 
fee code NN

[[Page 90017]]

upon satisfying monthly volume criteria required by the respective 
tier. To qualify for tier 1 and receive a rebate of $0.45 per contract, 
the Exchange currently requires that a Member has an ADV equal to or 
greater than 0.30% of average TCV. The Exchange proposes to reduce the 
rebate provided in tier 1 from $0.45 per contract to $0.40 per 
contract. The Exchange also proposes to update the Standard Rate table 
to reflect the new rebate. The Exchange does not propose to amend tier 
1's required criteria or to modify tier 2 under footnote 11.
NBBO Setter Tiers
    The Exchange offers enhanced rebates under footnote 4 to 
incentivize aggressive quoting by Market Makers on BZX Options. 
Specifically, the Exchange offers 5 tiers NBBO Setter Tiers under 
footnote 4 that provide additional rebates ranging from of $0.02 to 
$0.05 per contract for Market Maker orders that add liquidity and 
establish a new NBBO (the ``NBBO Setter Rebate'').\15\
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    \15\ An order that is entered at a price that sets a new NBBO 
according to then current OPRA data will be determined to have set 
the NBBO for purposes of the NBBO Setter Rebate without regard to 
whether a more aggressive order is entered prior to the original 
order being executed.
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    First, the Exchange proposes to modify the fee codes that may 
qualify for the additional rebates provided by the NBBO Setter Tiers 1 
through 4 under footnote 4. Currently, the additional rebates under 
tiers 1 through 4 are provided to orders that yield fee codes PF,\16\ 
PM,\17\ PN,\18\ NF, NM \19\ or NN. Meanwhile, the additional rebate 
under tier 5 is provided to orders that yield fee codes PF, PM, and PN 
only. To align the fee codes that may qualify for the additional 
rebates provided under footnote 4, the Exchange proposes to no longer 
provide the additional rebates provided by tiers 1 through 4 to orders 
that yield fee codes NF, NM and NN. As amended, the additional rebates 
provided under tiers 1 through 5 of footnote 4 will be available to 
orders that yield fee codes PF, PM, and PN.
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    \16\ Fee code ``PF'' is appended to Firm, Broker Dealer, and 
Joint Back Office orders which add liquidity in Penny Pilot options.
    \17\ Fee code ``PM'' is appended to Market Maker orders which 
add liquidity in Penny Pilot options.
    \18\ Fee code ``PN'' is appended to Away Market Maker orders 
which add liquidity in Penny Pilot options.
    \19\ Fee code ``NM'' is appended to Market Maker orders which 
add liquidity in Non-Penny Pilot options.
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    Second, the Exchange proposes to amend the required criteria for 
tier 5 of the NBBO Setter Tier under footnote 4. To qualify for tier 5 
and receive an additional rebate of $0.05 per contract, the Exchange 
currently requires that a Member has an: (1) ADAV in Non-Customer \20\ 
orders equal to or greater than 1.00% of average TCV; and (2) ADV in 
Non-Customer orders equal to or greater than 1.80% of average TCV. The 
Exchange proposes to increase the first prong of the tier's criteria to 
require that a Member has an ADAV in Non-Customer orders equal to or 
greater than 2.30% of average TCV. As a result of increasing this 
threshold, the Exchange proposes to remove the second prong of the 
tier's criteria and, therefore, no longer require Members to also have 
an ADV in Non-Customer orders equal to or greater than 1.80% of average 
TCV to achieve the tier.
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    \20\ The term ``Non-Customer'' applies to any transaction which 
is not identified by a Member for clearing in the Customer range at 
the OCC, excluding any transaction for a Broker Dealer or a 
``Professional'' as defined in Exchange Rule 16.1.
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Implementation Date
    The Exchange proposes to implement these amendments to its fee 
schedule December 1, 2016.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with the objectives of Section 6 of the Act,\21\ in general, and 
furthers the objectives of Section 6(b)(4),\22\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its Members and other persons using its 
facilities. The Exchange also notes that it operates in a highly-
competitive market in which market participants can readily direct 
order flow to competing venues if they deem fee levels at a particular 
venue to be excessive. The proposed rule changes reflect a competitive 
pricing structure designed to incentivize market participants to direct 
their order flow to the Exchange. The Exchange believes that the 
proposed tier is equitable and non-discriminatory in that it would 
apply uniformly to all Members. The Exchange believes the rates remain 
competitive with those charged by other venues and, therefore, are 
reasonable and equitably allocated to Members.
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    \21\ 15 U.S.C. 78f.
    \22\ 15 U.S.C. 78f(b)(4).
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Fee Codes NN and NF
    The Exchange believes that its proposal to reduce the rebates 
provided by fee codes NN and NF is equitable and reasonable because, 
while the changes mark a decrease in the rebates for orders that yield 
fee codes NN or NF, such proposed rebates remain consistent with 
pricing previously offered by the Exchange as well as competitors of 
the Exchange \23\ and does not represent a significant departure from 
the Exchange's general pricing structure and will allow the Exchange to 
earn additional revenue that can be used to offset the addition of new 
pricing incentives. Lastly, the proposed changes to fee codes NN and NF 
are not unfairly discriminatory because they will apply equally to all 
Members.
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    \23\ The Exchange offers a rebate of $0.36 for Away Market Maker 
orders which add liquidity in Non-Penny Pilot options, appended with 
fee code NN. The Nasdaq Stock Market LLC (``Nasdaq'') charges a fee 
of $0.45 for non-NOM Market Makers orders which add liquidity in 
non-penny pilot securities.
    The Exchange offers a rebate of $0.36 for Firm, Broker Dealer, 
and Joint Back Office orders which add liquidity in Non-Penny Pilot 
options, appended with fee code NF. Nasdaq charges a fee of $0.45 
for Firm and Broker Dealer orders which add liquidity in Non-Penny 
Pilot options. See the Nasdaq fee schedule available at http://www.nasdaqtrader.com/Micro.aspx?id=OptionsPricing. NYSE Arca, Inc. 
(``NYSE Arca'') charges a fee of $0.50 for Firm and Broker Dealer 
orders which add liquidity in Non-Penny Pilot options. See the NYSE 
Arca fee schedule available at https://www.nyse.com/publicdocs/nyse/markets/arca-options/NYSE_Arca_Options_Fee_Schedule.pdf.
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Volume Based Tier Modifications
    The Exchange believes that the proposed modifications to the tiered 
pricing structure are reasonable, fair and equitable, and non-
discriminatory. The Exchange operates in a highly competitive market in 
which market participants may readily send order flow to many competing 
venues if they deem fees at the Exchange to be excessive. The proposed 
fee structure remains intended to attract order flow to the Exchange by 
offering market participants a competitive pricing structure. The 
Exchange believes it is reasonable to offer and incrementally modify 
incentives intended to help to contribute to the growth of the 
Exchange.
    Volume-based rebates such as that proposed herein have been widely 
adopted by exchanges, including the Exchange, and are equitable because 
they are open to all Members on an equal basis and provide additional 
benefits or discounts that are reasonably related to: (i) The value to 
an exchange's market quality; (ii) associated higher levels of market 
activity, such as higher levels of liquidity provisions and/or growth 
patterns; and (iii) introduction of higher volumes of orders into the 
price and volume discovery processes.
    The proposed modifications proposed herein are also intended to 
incentivize additional Members to send orders to the Exchange in an 
effort to qualify for the enhanced rebate made available by the tiers. 
The Exchange believes the

[[Page 90018]]

proposed change to each tier's criteria is consistent with the Act.
    Firm, Broker Dealer, and Joint Back Office Non-Penny Pilot Add 
Volume Tier 2 and 3. As explained above, the Exchange is proposing 
various slight increases to fees as well as decreases in rebates in 
order to contribute to the overall profitability of the Exchange. The 
Exchange believes that its proposal to reduce the rebate in tier 2 and 
increase the rebate in tier 3 under the Firm, Broker Dealer, and Joint 
Back Office Non-Penny Pilot Add Volume Tiers in footnote 8 is equitable 
and reasonable as these changes represent a relatively modest 
adjustment in rates, which is necessary to fund the continued growth of 
the Exchange. For the same reason, the Exchange believes that the 
modest corresponding increase to the required criteria threshold for 
tier 3 is reasonable, fair and equitable and non-discriminatory, 
specifically because such increase is designed to incentivize 
participants to further contribute to market quality to the Exchange 
and the Exchange will be providing a higher enhanced rebates to 
participants who qualify. The Exchange also believes that the proposed 
fees and rebates remain consistent with pricing previously offered by 
the Exchange as well as competitors of the Exchange and do not 
represent a significant departure from the Exchange's general pricing 
structure.
    Away Market Maker Non-Penny Pilot Add Volume Tier 1. The Exchange 
believes that its proposal to reduce the rebate provided for Away 
Market Maker Non-Penny Pilot Add Volume Tier 1 under footnote 11 is 
reasonable, fair and equitable because the reduced rebate is consistent 
with similar pricing currently offered by the Exchange. Specifically, 
tier 1 under footnote 10 and tier 1 under footnote 11 have identical 
required criteria (i.e. the Member must have an ADV equal to or greater 
than 0.30% of average TCV) while providing different rebates (i.e., 
$0.40 per contract under tier 1 of footnote 10 and $0.45 per contract 
under tier 1 of footnote 11). Reducing the rebate under tier 1 of 
footnote 11 would result in the rebate provided for under both tier to 
be the same. The Exchange notes that it operates in a highly 
competitive market in which market participants can readily direct 
order flow to competing venues if they deem fee levels to be excessive. 
The proposed decreased rebate will allow the Exchange to earn 
additional revenue that can be used to offset the addition of new 
pricing incentives. The Exchange also believes the proposed change is 
not unfairly discriminatory because it will apply equally to all 
participants.
    NBBO Setter Tier 5. The Exchange believes that its proposal to 
modify the required criteria for the NBBO Setter Tier 5 under footnote 
4 is reasonable, fair and equitable because raising the threshold under 
prong 1 of the required criteria in conjunction with removing the 
additional requirement under prong 2 results in a similar, but 
simplified tier requirement which better corresponds to the tier's 
corresponding rebate. The proposed modifications to tier 5 are also 
reasonable when compared to the criteria and rebates provided by tier 1 
through 4 under footnote 5 [sic]. These modifications also do not mark 
a significant departure from the Exchange's other NBBO Setter Tiers 
under footnote 5 [sic], which also generally require a Member satisfy a 
single criteria. The Exchange also believes the proposed change is not 
unfairly discriminatory because it will apply equally to all 
participants.
    NBBO Setter Tiers Applicable Fee Codes. The Exchange believes that 
the proposed modifications to the applicable fee codes of the NBBO 
Setter Tiers are reasonable, fair and equitable. The Exchange believes 
it is reasonable, fair and equitable to limit the NBBO Setter Tiers' 
applicability to orders yielding fee codes applicable to Penny Pilot 
Securities (thus excluding Non-Penny Pilot Securities) and to orders on 
behalf of participants that are most likely to actively engage in 
providing liquidity on the Exchange (thus excluding Customers and 
Professional Customers).\24\ Offering the additional rebates under NBBO 
Setter Tiers 1 through 4 was not providing the desired result of 
incentivizing Members to enter orders in Non-Penny Pilot securities 
that established a new NBBO. Therefore, removing fee codes NF, NM and 
NN from the NBBO Setter Tier's applicability will have a negligible 
effect on order flow and market behavior. The Exchange believes it is 
reasonable to continue to incrementally modify the volume based 
incentives to help to contribute to the growth of the Exchange. The 
Exchange also believes the proposed change is not unfairly 
discriminatory because it will apply equally to all participants.
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    \24\ The Exchange notes that when it adopted Tier 5, it limited 
its applicability to fee codes NF, NM and NN [sic], as it believed 
those were the fee codes most likely to benefit from the tier's 
rebate. See Securities Exchange Act Release No. 76130 (October 13, 
2015), 80 FR 63257 (October 19 2015) (SR-BATS-2015-85).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes the proposed amendment to its fee schedule 
would not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
does not believe that the proposed change represents a significant 
departure from previous pricing offered by the Exchange or pricing 
offered by the Exchange's competitors. Additionally, Members may opt to 
disfavor the Exchange's pricing if they believe that alternatives offer 
them better value. Accordingly, the Exchange does not believe that the 
proposed change will impair the ability of Members or competing venues 
to maintain their competitive standing in the financial markets. The 
Exchange does not believe that the proposed change to the Exchange's 
tiered pricing structure burdens competition, but instead, enhances 
competition as it is intended to increase the competitiveness of the 
Exchange. The Exchange also believes the proposal enhances competition 
by seeking to draw additional volume to BZX Options. Therefore, the 
Exchange believes that the amendment to the tiers' thresholds as 
proposed herein, contributes to, rather than burdens competition, as 
such change is intended to incentivize participants to increase their 
participation on the Exchange.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any written comments from members or other interested parties.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \25\ and paragraph (f) of Rule 19b-4 
thereunder.\26\ 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 
necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act.
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    \25\ 15 U.S.C. 78s(b)(3)(A).
    \26\ 17 CFR 240.19b-4(f).
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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

[[Page 90019]]

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-BatsBZX-2016-83 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-BatsBZX-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, 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-BatsBZX-2016-83 and should 
be submitted on or before January 3, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2016-29801 Filed 12-12-16; 8:45 am]
BILLING CODE 8011-01-P