[Federal Register Volume 83, Number 180 (Monday, September 17, 2018)]
[Notices]
[Pages 46985-46987]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-20191]



[[Page 46985]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84093; File No. SR-PEARL-2018-18]


Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange 
Rule 404A, Select Provisions of Options Listing Procedures Plan, and 
Rule 406, Long-Term Option Contracts

September 12, 2018
    Pursuant to the provisions of 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 August 30, 2018, MIAX PEARL, LLC (``MIAX 
PEARL'' or ``Exchange'') filed with the Securities and Exchange 
Commission (``Commission'') a proposed rule change '') a 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing a proposal to amend Rule 404A, Select 
Provisions of Options Listing Procedures Plan, and Rule 406, Long-Term 
Option Contracts.
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX 
PEARL's principal office, 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 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 amend MIAX PEARL Rule 404A, Select 
Provisions of Options Listing Procedures Plan, and Rule 406, Long-Term 
Option Contracts, to conform its rules to the recently approved changes 
to the Options Listing Procedures Plan (``OLPP''), as well as to the 
rules of other exchanges.\3\ The Exchange, which is one of the 
Participant Exchanges to the OLPP, currently has rules that are 
designed to incorporate the requirements of the OLPP.\4\ All 
Participant Exchanges have similar (essentially uniform) rules to 
ensure consistency and compliance with the OLPP. The Exchange proposes 
to modify its rules to reflect the recent updates described below, as 
well as to conform to the rules of the other exchanges.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release Nos. 82235 (December 7, 
2017), 82 FR 58688 (December 13, 2017) (order approving the Fourth 
Amendment to the OLPP); 81893 (October 18, 2017), 82 FR 49249 
(``OLPP Notice'').
    \4\ In addition to the Exchange, the ``Participant Exchanges'' 
are: Cboe Exchange, Inc.; Cboe BZX Exchange, Inc.; BOX Options 
Exchange, LLC; Cboe C2 Exchange, Inc.; Cboe EDGX Exchange, Inc.; 
Miami International Securities Exchange, LLC; Nasdaq BX, Inc.; 
Nasdaq GEMX, LLC; Nasdaq ISE, LLC; Nasdaq MRX, LLC; Nasdaq Options 
Market, LLC; Nasdaq PHLX, LLC; NYSE Arca, Inc.; and NYSE American, 
LLC.
---------------------------------------------------------------------------

Addition of Long-Term Equity Options (``LEAPS'')
    First, the OLPP has been amended to change the earliest date on 
which new January LEAPS on equity options, options on Exchange Traded 
Funds (``ETF''), or options on Trust Issued Receipts (``TIR'') may be 
added to a single date (from three separate months). As noted in the 
OLPP Notice, in the past, there were operational concerns related to 
adding new January LEAPs series for all options classes on which LEAPs 
were listed on a single trading day.\5\ And, the addition of new series 
in a pre-electronic environment was a manual process. To accommodate 
this, the addition of new January LEAPs series was spread across three 
months (September, October, and November). Today, however, these 
operational concerns related to January LEAPs have been alleviated as 
new series can be added in bulk electronically. The Plan Participants, 
including the Exchange, believe that moving the addition of new January 
LEAPs series to no earlier than the Monday prior to the September 
expiration would reduce marketplace confusion about available January 
LEAPs series. Where previously January LEAPs series for options classes 
on the February or March expiration cycles would not have been 
available as early as January LEAPs series for options classes on the 
January expiration cycle, under the proposed change, all January LEAPs 
series will be available concurrently. Accordingly, to conform to this 
change, the Exchange proposes to modify current Rule 406(b) to reflect 
that new January LEAPS series on equity options classes, options on 
ETFs, or options on TIRs, may not be added on a currently listed and 
traded option class earlier than the Monday prior to the September 
expiration (which is 28 months before the expiration).\6\
---------------------------------------------------------------------------

    \5\ See OLPP Notice at 49249.
    \6\ See proposed Rule 406(b).
---------------------------------------------------------------------------

Addition of Equity, ETF, and TIR Option Series After Regular Trading 
Hours
    Second, the OLPP has been amended to allow equity, ETF, and TIR 
option series to be added based on trading after regular trading hours 
(i.e., after-market). As noted in the OLPP Notice, the prior version of 
the OLPP did not allow for option series to be added based on trading 
following regular trading hours.\7\ As such, the Exchange Participants 
were unable to add new option series that may result from trading 
following regular trading hours until the next morning, depending on 
the range of prices in pre-market trading, which is significant because 
events that occur after regular trading hours, such as earnings 
releases, often have an important impact on the price of an underlying 
security. In addition, there are operational difficulties for market 
participants throughout the industry adding series after system 
startup. To avoid the potential burden that would result from the 
inability to add series as a result of trading following regular 
trading hours, the OLPP was amended to allow an additional category by 
which the price of an underlying security may be measured. 
Specifically, to conform to the amended OLPP, the Exchange proposes to 
add subparagraph (b)(1)(iv) to Rule 404A to provide that ``for options 
series to be added based on trading following regular trading hours,'' 
the price of the underlying security is measured by ``the most recent 
share price reported by all national securities exchanges between 4:15 
p.m. and 6:00 p.m. Eastern Time.'' \8\
---------------------------------------------------------------------------

    \7\ See OLPP Notice at 49250.
    \8\ See proposed Rule 404A(b)(1)(iv). The Exchange proposes to 
relocate ``and'' from subparagraph (ii) to (iii) to conform to the 
change. See proposed Rule 404A(b)(1)(ii) and (iii).

---------------------------------------------------------------------------

[[Page 46986]]

Technical Changes
    The Exchange proposes to modify Rule 406(b) to delete now obsolete 
operational language, which dates back to when LEAPs were first 
adopted. The language in question provides that:

    After a new long-term option contract series is listed, such 
series will be opened for trading either when there is buying or 
selling interest, or forty (40) minutes prior to the close, 
whichever occurs first. No quotations will be posted for such 
options series until they are opened for trading.

    The Exchange proposes to delete this language because when this 
language was adopted LEAPs were not opened for trading until late in 
the trading day unless there was buying or selling interest. Today, 
however, technological improvements allow the Exchange to open all LEAP 
series at the same time as all other series in an option class.
Conforming Changes
    The Exchange proposes to make certain changes to conform its rules 
to the rules of other exchanges and to codify a certain provision in 
the OLPP that is not currently included in its rules. First, the 
Exchange proposes to add additional clarifying language to Rule 406(b). 
Specifically, the Exchange proposes to add a paragraph to note that, 
pursuant to the OLPP, ``exchanges that list and trade the same equity 
option class, ETF option class, or TIR option class are authorized to 
jointly determine and coordinate with the Options Clearing Corporation 
on the date of introduction of new LEAP series for that option class 
consistent with this paragraph (b).'' This clarifying language is 
identical to language contained in other exchanges' rules.\9\
---------------------------------------------------------------------------

    \9\ For example, see Cboe Rule 5.8(b); see also NYSE Arca Rule 
6.4-O(d)(ii).
---------------------------------------------------------------------------

    Second, Amendment 2 to the OLPP \10\ provided for a uniform minimum 
volume threshold per underlying class to qualify for the introduction 
of a new expiration year of LEAPS on equity, ETF and TIR classes. The 
Exchange proposes to codify this change made to the OLPP by Amendment 2 
as new subparagraph (c) to Rule 406 of the Exchange's rules. 
Specifically, this provision will provide: ``The Exchange shall not 
list new LEAP series on equity option classes, options on ETFs, or 
options on TIRs in a new expiration year if the national average daily 
contract volume, excluding LEAP and FLEX series, for that option class 
during the preceding three (3) calendar months is less than 1,000 
contracts, unless the new LEAP series has an expiration year that has 
already been listed on another exchange for that option class. The 
preceding volume threshold does not apply to the first six (6) months 
an equity option class, option on an ETF or option on a TIR is listed 
on any exchange.'' The Exchange notes that this conforming change is 
necessary to align the rules of the Exchange with the OLPP and with 
other exchanges.\11\
---------------------------------------------------------------------------

    \10\ See Securities Exchange Act Release No. 58630 (September 
24, 2008), 73 FR 57166 (October 1, 2008) (Order granting permanent 
approval to Amendment No. 2 to the Plan for the Purpose of 
Developing and Implementing Procedures Designed to Facilitate the 
Listing and Trading of Standardized Options).
    \11\ For example, see Cboe Rule 5.8(c); see also NYSE Arca Rule 
6.4-O(d)(iii).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposed rule change is consistent 
with Section 6(b) of the Act \12\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \13\ in particular, in that it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanisms of a free and open market and a national market system and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \14\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
    \14\ Id.
---------------------------------------------------------------------------

    In particular, the proposed rule change, which conforms to the 
recently adopted provisions of the OLPP, as amended, allows the 
Exchange to continue to list extended far term option series that have 
been viewed as beneficial to traders, investors and public customers. 
Accordingly, the Exchange believes that the proposal is consistent with 
the Act because it will allow the Exchange to list all January 2021 
expiration series on the Monday prior to the September 2018 expiration. 
Moreover, this change would simplify the process for adding new January 
LEAP options series and reduce potential for investor confusion because 
all new January LEAP options would be made available beginning at the 
same time, consistent with the amended OLPP. The Exchange notes that 
this proposal does not propose any new provisions that have not already 
been approved by the Commission in the amended OLPP, but instead 
maintains series listing rules that conform to the amended OLPP.
    The proposal to permit series to be added based on after-market 
trading is designed to promote just and equitable principles of trade, 
to foster cooperation and coordination with persons engaged in 
facilitating transactions in securities, and to remove impediments to 
and perfect the mechanisms of a free and open market and a national 
market system, by allowing the Exchange to make series available for 
trading with reduced operational difficulties. The Exchange notes that 
this proposed change, which is consistent with the amended OLPP should 
provide market participants with earlier notice regarding what options 
series will be available for trading the following day, and should help 
to enhance investors' ability to plan their options trading. The 
Exchange also believes that the proposed technical changes, including 
deleting obsolete language and reorganizing and consolidating the rule, 
promote just and equitable principles of trade, foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, and remove impediments to and perfect the mechanism of a 
free and open market and a national market system. Furthermore, the 
Exchange believes that the proposed conforming changes, adding language 
to Rule 406, promote just and equitable principles of trade, foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, and remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
providing clarity and consistency to the rules, and creating uniformity 
amongst exchanges with respect to rules related to the OLPP.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. Specifically, the Exchange 
believes that by conforming Exchange rules to the amended OLPP, the 
Exchange would promote regulatory clarity and consistency, thereby 
reducing burdens on the marketplace and facilitating investor 
protection. The Exchange believes that adopting rules, which it 
anticipates will likewise be adopted by Participant Exchanges, would 
allow for continued competition between Exchange market participants 
trading

[[Page 46987]]

similar products as their counterparts on other exchanges, while at the 
same time allowing the Exchange to continue to compete for order flow 
with other exchanges in option issues.

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

    Written comments were neither solicited nor received.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\17\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \18\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\19\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission notes that 
the Exchange's proposal would conform the Exchange's rules to the 
amended OLPP, which the Commission previously approved.\20\ 
Accordingly, the Commission believes that the proposal raises no new or 
novel regulatory issues and waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
The Commission therefore waives the 30-day operative delay and 
designates the proposed rule change to be operative upon filing.\21\
---------------------------------------------------------------------------

    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6)(iii).
    \20\ See OLPP Notice, supra note 3.
    \21\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \22\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-PEARL-2018-18 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-PEARL-2018-18. 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 website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-PEARL-2018-18 and should be submitted on 
or before October 9, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-20191 Filed 9-14-18; 8:45 am]
 BILLING CODE 8011-01-P