[Federal Register Volume 82, Number 93 (Tuesday, May 16, 2017)]
[Notices]
[Pages 22583-22586]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-09814]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80641; File No. SR-BatsBZX-2017-28]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Related to 
Fees

May 10, 2017.
    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 May 1, 2017, Bats BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``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 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 the 
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.bats.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

[[Page 22584]]

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 applicable to its 
equities trading platform (``BZX Equities'') to: (i) Add the definition 
of OCC Customer Volume or OCV, to the Definitions section of the fee 
schedule; (ii) modify five definitions in the fee schedule to reflect 
the new definition of OCV; (iii) modify the criteria under footnotes 1 
and 12 required to achieve certain Cross-Asset Tiers to reflect the new 
definition of OCV; (iv) add two Cross-Asset Add Volume Tiers under 
footnote 1; and (v) and eliminate the Cross-Asset Step-Up Tiers under 
footnote 3.
OCC Customer Volume Definition
    The Exchange proposes to add the definition of ``OCC Customer 
Volume'' or ``OCV'' to the Definitions section of its fee schedule. OCC 
Customer Volume or OCV will be defined as the total equity and Exchange 
Traded Fund (``ETF'') options volume that clears in the Customer \6\ 
range at the Options Clearing Corporation (``OCC'') for the month for 
which the fees apply, excluding volume on any day that the Exchange 
experiences an Exchange System Disruption \7\ and on any day with a 
scheduled early market close, using the definition of Customer as 
provided under the Exchange's fee schedule for BZX Options.
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    \6\ ``Customer'' applies to any transaction 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. See BZX Options' fee schedule available at 
http://www.bats.com/us/options/membership/fee_schedule/bzx/.
    \7\ An ``Exchange System Disruption'' means ``any day that the 
Exchange's system experiences a disruption that lasts for more than 
60 minutes during Regular Trading Hours.'' See the Exchange's fee 
schedule available at http://www.bats.com/us/equities/membership/fee_schedule/bzx/.
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    In connection with this change, the Exchange proposes to modify 
five definitions which reference TCV \8\ to reflect the new definition 
of OCV, specifically Options Add TCV, Options Customer Add TCV, Options 
Customer Remove TCV, Options Market Maker Add TCV, and Options Step-Up 
Add TCV.
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    \8\ ``TCV'' means total consolidated volume calculated as the 
volume reported by all exchanges and trade reporting facilities to a 
consolidated transaction reporting plan for the month for which the 
fees apply. Id.
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     Currently ``Options Add TCV'' for purposes of equities 
pricing means ADAV \9\ as a percentage of TCV,\10\ using the 
definitions of ADAV and TCV as provided under the Exchange's fee 
schedule for BZX Options. The Exchange proposes the definition be 
modified to, ``Options Add OCV'' for purposes of equities pricing means 
ADAV as a percentage of OCV, using the definitions of ADAV and OCV as 
provided under the Exchange's fee schedule for BZX Options.
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    \9\ ``ADAV'' means average daily added volume calculated as the 
number of shares added per day and ``ADV'' means average daily 
volume calculated as the number of shares added or removed, 
combined, per day. ADAV and ADV are calculated on a monthly basis. 
See the Exchange's fee schedule available at http://www.bats.com/us/options/membership/fee_schedule/bzx/.
    \10\ ``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. Id.
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     Currently ``Options Customer Add TCV'' for purposes of 
equities pricing means ADAV resulting from Customer orders as a 
percentage of TCV, using the definitions of ADAV, Customer and TCV as 
provided under the Exchange's fee schedule for BZX Options. The 
Exchange proposes the definition be modified to, ``Options Customer Add 
OCV'' for purposes of equities pricing means ADAV resulting from 
Customer orders as a percentage of OCV, using the definitions of ADAV, 
Customer and OCV as provided under the Exchange's fee schedule for BZX 
Options.
     Currently ``Options Customer Remove TCV'' for purposes of 
equities pricing means ADV resulting from Customer orders that remove 
liquidity as a percentage of TCV, using the definitions of ADV, 
Customer and TCV as provided under the Exchange's fee schedule for BZX 
Options. The Exchange proposes the definition be modified to, ``Options 
Customer Remove OCV'' for purposes of equities pricing means ADV 
resulting from Customer orders that remove liquidity as a percentage of 
OCV, using the definitions of ADV, Customer and OCV as provided under 
the Exchange's fee schedule for BZX Options.
     Currently ``Options Market Maker Add TCV'' for purposes of 
equities pricing means ADAV resulting from Market Maker \11\ orders as 
a percentage of TCV, using the definitions of ADAV, Market Maker and 
TCV as provided under the Exchange's fee schedule for BZX Options. The 
Exchange proposes the definition be modified to, ``Options Market Maker 
Add OCV'' for purposes of equities pricing means ADAV resulting from 
Market Maker orders as a percentage of OCV, using the definitions of 
ADAV, Market Maker and OCV as provided under the Exchange's fee 
schedule for BZX Options.
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    \11\ ``Market Maker'' applies to any transaction identified by a 
Member for clearing in the Market Maker range at the OCC, where such 
Member is registered with the Exchange as a Market Maker as defined 
in Rule 16.1(a)(37). Id.
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     Currently ``Options Step-Up Add TCV'' for purposes of 
equities pricing means ADAV as a percentage of TCV in January 2014 
subtracted from current ADAV as a percentage of TCV, using the 
definitions of ADAV and TCV as provided under the Exchange's fee 
schedule for BZX Options. The Exchange proposes the definition be 
modified to, ``Options Step-Up Add OCV'' for purposes of equities 
pricing means ADAV as a percentage of OCV in January 2014 subtracted 
from current ADAV as a percentage of OCV, using the definitions of ADAV 
and OCV as provided under the Exchange's fee schedule for BZX Options.
Update Cross-Asset Tier Criteria From TCV to OCV
    By definition OCV is a smaller amount of volume than TCV, and thus, 
the Exchange proposes to slightly increase the volume percentages 
required to meet the criteria of the Cross-Asset volume tiers that 
utilize the definition of OCV. Doing so will keep each tier's criteria 
relatively unchanged from its current requirements.
    Footnote 1, the Add Volume Tiers. The Exchange currently offers 
eleven tiers under footnote 1, the Add Volume Tiers, upon a Member 
achieving each tier's required criteria; these tiers offer enhance 
rebates for orders that yield fee

[[Page 22585]]

codes B,\12\ V,\13\ Y \14\ or HA.\15\ Footnote 1 of the fee schedule 
includes two Cross-Asset Add Volume Tiers that the Exchange proposes to 
amend to include the new definition of OCV as discussed above. 
Additionally, the Exchange proposes the addition of two new tiers, 
Cross-Asset Add Volume Tier 3 and Cross-Asset Add Volume Tier 4. These 
proposed changes are described in greater detail below.
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    \12\ Fee code B is appended to displayed orders that add 
liquidity to BZX (Tape B) and is provided a standard rebate of 
$0.0025 per share. See the Exchange's fee schedule available at 
http://www.bats.com/us/equities/membership/fee_schedule/bzx/.
    \13\ Fee code V is appended to displayed orders that add 
liquidity to BZX (Tape A) and is provided a standard rebate of 
$0.0020 per share. Id.
    \14\ Fee code Y is appended to displayed orders that add 
liquidity to BZX (Tape C) and is provided a standard rebate of 
$0.0020 per share. Id.
    \15\ Fee code HA is appended to non-displayed orders that add 
liquidity and is provided a rebate of $0.0017 per share. Id.
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     Currently, under Cross-Asset Add Volume Tier 1, Members 
may receive an enhanced rebate of $0.0028 where they have: (1) An ADAV 
as a percentage of TCV greater than or equal to 0.15%; and (2) an 
Options Customer Add TCV greater than or equal to 0.10%. As amended, 
Members must have: (1) An ADAV as a percentage of TCV greater than or 
equal to 0.15%; and (2) an Options Customer Add OCV greater than or 
equal to 0.15%. The Exchange does not propose to alter the rebate 
associated with this tier.
     Currently, under Cross-Asset Add Volume Tier 2, Members 
may receive an enhanced rebate of $0.0030 where they have: (1) On BZX 
Options an ADAV in Customer orders greater than or equal to 0.60% of 
average TCV; (2) on BZX Options an ADAV in Market Maker orders greater 
than or equal to 0.25% of average TCV; and (3) an ADAV greater than or 
equal to 0.30% of average TCV. As amended, Members must have: (1) an 
Options Customer Add OCV greater than or equal to 0.80%; (2) an Options 
Market Maker Add OCV greater than or equal to 0.35%; and (3) an ADAV 
greater than or equal to 0.30% of average TCV. The Exchange does not 
propose to alter the rebate associated with this tier.
     As proposed, under the new Cross-Asset Add Volume Tier 3 
Members may receive an enhanced rebate of $0.0028 where they have on 
BZX Options an ADAV greater than or equal to 2.00% of average OCV.
     As proposed, under the new Cross-Asset Add Volume Tier 4 
Members may receive an enhanced rebate of $0.0029 where they have: (1) 
An ADAV greater than or equal to 0.15% of the TCV; and (2) an Options 
Market Maker Add OCV greater than or equal to 2.75%.
    Footnote 12, the Cross-Asset Tape B Tier. The Exchange offers one 
tier under footnote 12, the Cross-Asset Tape B Tier, upon a Member 
achieving the tier's required criteria, this tier offers an enhance 
rebate of $0.0031 for orders that yield fee code B. The Exchange 
proposes to amend the tier's criteria to include the new definition of 
OCV as discussed above. Currently, under the Cross-Asset Tape B Tier, 
Members may receive an enhanced rebate where they have: (1) A Tape B 
Step-Up Add TCV \16\ from February 2015 greater than or equal to 0.06%; 
and (2) an Options Market Maker Add TCV greater than or equal to 0.75%. 
As amended, Members may receive an enhanced rebate where they have: (1) 
A Tape B Step-Up Add TCV from February 2015 greater than or equal to 
0.06%; and (2) an Options Market Maker Add OCV greater than or equal to 
1.00%.
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    \16\ ``Tape B Step-Up Add TCV'' means ADAV in Tape B securities 
as a percentage of TCV in the relevant baseline month subtracted 
from current ADAV in Tape B securities as a percentage of TCV. Id.
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Eliminate Cross-Asset Step-Up Tiers
    The Exchange currently offers three Cross-Asset Step-Up Tiers 
pursuant to footnote 3 under which a Member is provided an enhanced 
rebate ranging from $0.0027 to $0.0029 per share and one Cross-Asset 
Step-Up Tier under which a Member pays a reduced fee of $0.00295 per 
share. The Exchange now proposes to delete these tiers as they were not 
incentivizing order flow as originally designed. Accordingly, the 
Exchange proposes to remove all text from footnote 3, reserving it for 
future use, and to remove footnote 3 from each of the fee codes in the 
Fee Codes and Associated Fees table to which it currently applies, 
namely, fee codes B, BB, N, V, W, and Y. The Exchange notes that 
Members that previously qualified for enhanced rebates under the Cross-
Asset Step-Up Tiers of footnote 3 may achieve the same range of 
enhanced rebates by satisfying what the Exchange believes to be similar 
criteria as the existing and proposed Cross-Asset Add Volume Tiers 
discussed above, or the existing Step-Up Tier under footnote 2 of the 
fee schedule.
Implementation Date
    The Exchange proposes to implement these amendments to its fee 
schedule effective May 1, 2017.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with the objectives of Section 6 of the Act,\17\ in general, and 
furthers the objectives of Section 6(b)(4),\18\ 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 or incentives to be insufficient. The proposed 
rule changes reflect a competitive pricing structure designed to 
incentivize market participants to direct their order flow to the 
Exchange
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    \17\ 15 U.S.C. 78f.
    \18\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes adopting a definition of OCV and utilizing 
OCV in lieu of TCV for its Cross-Asset Tiers and its associated 
definitions is reasonable, fair and equitable, and non-discriminatory 
because the Exchange also proposed to modify the tier's related 
criteria in order to maintain substantially identical requirements to 
qualify for the tier. The Exchange notes that its affiliate, Bats EDGX 
Exchange, Inc. (``EDGX''), also uses OCV in lieu of TCV for cross-asset 
pricing.\19\ Competitors of the Exchange also use similar calculations 
and the proposed qualifications do not represent a significant 
departure from such pricing structures.\20\ The Exchange believes that 
the proposed qualifications are reasonable, fair and equitable, and 
non-discriminatory, and will provide additional transparency to Members 
regarding the calculations used to determine volume levels for purposes 
of the proposed tiered pricing model.
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    \19\ See the EDGX fee schedule available at http://www.bats.com/us/equities/membership/fee_schedule/edgx/.
    \20\ NYSE Amex Options Customer volume tiers require a specific 
``Customer Electronic ADV as a % of Industry Customer Equity and ETF 
Options ADV''. https://www.nyse.com/publicdocs/nyse/markets/amexoptions/NYSE_Amex_Options_Fee_Schedule.pdf. Nasdaq NOM Options 
Customer volume tiers require a specific percentage of ``total 
industry customer equity and ETF option average daily volume 
(``ADV'') contracts per day in a month.'' http://www.nasdaqtrader.com/Micro.aspx?id=optionsPricing.
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    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 or incentives 
provided to be insufficient. The proposed fee structure

[[Page 22586]]

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 pricing 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 or reduced fee made available by the tiers, in turn contributing 
to the growth of the Exchange. Thus, the Exchange believes that the 
proposed modifications to the tiered pricing structure is a reasonable, 
fair and equitable, and not an unfairly discriminatory allocation of 
fees and rebates, because it will provide Members with an incentive to 
reach certain thresholds on the Exchange by contributing a meaningful 
amount of order flow to the Exchange. The Exchange believes the 
proposed change to each tier's criteria is consistent with the Act.
    The Exchange believes that the proposed modifications to eliminate 
the Cross-Asset Step Up Tiers under footnote 3 is reasonable, fair, and 
equitable because the current tiers were not providing the desired 
result of incentivizing Members to increase their participation in BZX 
Equities and in BZX Options. Therefore, eliminating this tier will have 
a negligible effect on order flow and market behavior. The Exchange 
believes the proposed change is not unfairly discriminatory because it 
will apply equally to all participants. Further, as described above, 
the Exchange notes that Members that previously qualified for enhanced 
rebates under the Cross-Asset Step-Up Tier may achieve the same range 
of enhanced rebates by satisfying what the Exchange believes to be 
similar criteria as the existing and proposed Cross-Asset Add Volume 
Tiers discussed above, or the existing Step-Up Tier under footnote 2 of 
the fee schedule.

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 Exchange does not believe 
that any of the proposed change to the Exchange's tiered pricing 
structure burden competition, but instead, that they enhance 
competition as they are intended to increase the competitiveness of the 
Exchange by modifying pricing incentives in order to attract order flow 
and incentivize participants to increase their participation on the 
Exchange. 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 structures to be unreasonable or 
excessive. The proposed changes are generally intended to enhance the 
rebates for liquidity added to the Exchange, which is intended to draw 
additional liquidity to the Exchange, and to eliminate a rebate that 
has not achieved its desired result. The Exchange does not believe the 
proposed amendments would burden intramarket competition as they would 
be available to all Members uniformly.

B. 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 unsolicited 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 \21\ and paragraph (f) of Rule 19b-4 
thereunder.\22\ 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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    \21\ 15 U.S.C. 78s(b)(3)(A).
    \22\ 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 
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 No. SR-BatsBZX-2017-28 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 No. SR-BatsBZX-2017-28. 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 such 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 No. SR-BatsBZX-2017-28, and should be 
submitted on or before June 6, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-09814 Filed 5-15-17; 8:45 am]
 BILLING CODE 8011-01-P