[Federal Register Volume 84, Number 49 (Wednesday, March 13, 2019)]
[Notices]
[Pages 9192-9195]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-04559]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85262; File No. SR-Phlx-2019-03]


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend Option 
Floor Procedure Advice A-9 and Phlx Rules 1000 and 1066 and To Adopt a 
New Phlx Rule 1078

March 7, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 26, 2019, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I, II, and III, below, 
which Items have been prepared by the Exchange. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Option Floor Procedure Advice 
(``OFPA'') A-9, titled ``All-or-None Options Orders,'' amend Phlx Rule 
1066, titled ``Certain Types of Floor-Based (Non-System) Orders 
Defined,'' and adopt a new Phlx Rule 1078, titled ``All-or-None 
Orders.''
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqphlx.cchwallstreet.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 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: (i) Amend OFPA A-9, titled ``All-or-None 
Options Orders''; (ii) amend Phlx Rule 1066, titled ``Certain Types of 
Floor-Based (Non-System) Orders Defined''; (iii) adopt new Phlx Rule 
1078, titled ``All-or-None Orders;'' and (iv) amend Phlx Rule 
1000(b)(14) which described a professional order. Each change will be 
discussed in detail below.
Description of an All-or None Order
    Today, Phlx Rule 1066, ``Certain Types of Floor-Based (Non-System) 
Orders Defined,'' at paragraph (c)(4) describes an All-or-None Order as 
a market or limit order which is to be executed in its entirety or not 
at all. OFPA A-9, describes an all-or-none option order as a limit 
order which is to be executed in its entirety, or not at all. The 
Exchange proposes to amend Rule 1066(c)(4) and OFPA A-9 to reference 
new Phlx Rule 1078 for the description of an All-or-None Order, thereby 
creating a single description of an All-or-None Order for purposes of 
the Phlx Rulebook to avoid confusion.
    The Exchange proposes to state within new Rule 1078 that, ``An All-
or-None Order is a limit order or market order that is to be executed 
in its entirety or not at all.'' This is the case today, an All-or-None 
Order may be either a limit order or market order, as provided for in 
Rule 1066(c)(4), although the current description within OFPA A-9 
simply states limit order. The Exchange has noted in other rule changes 
that an All-or-None Order may be a limit or market order.\3\ The 
Exchange further proposes to state within new Rule 1078 that ``All-or-
None Orders are non-displayed and non-routable.'' \4\ Also, the 
Exchange proposes to state that ``All-or-None Orders are executed in 
price-time priority among all public customer \5\ Orders if the size 
contingency can be met.'' Finally, the Exchange proposes to memorialize 
that, ``The Acceptable Trade Range protection in Rule 1099(a) is not 
applied to All-or-None Orders.'' The Exchange previously noted this 
limitation in a rule change.\6\ The Exchange does not offer the 
Acceptable Trade Range protection to All-or-None Orders because it is 
difficult to apply this feature to an all-or-none because of the 
contingency associated with this order type. The Exchange believes that 
noting this limitation within new Rule 1078 will add greater 
transparency to the order type.
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    \3\ See Securities Exchange Act Release No. 83141 (May 1, 2018), 
83 FR 20123, 20124 at footnote 7 (May 7, 2018) (SR-Phlx-2018-32).
    \4\ See Securities Exchange Act Release No. 83141 (May 1, 2018), 
83 FR 20123, at 20124 (May 7, 2018) (SR-Phlx-2018-32). In this 
filing the Exchange also noted that an All-or-None Order is a non-
displayed order type.
    \5\ For purposes of this rule change, the term ``public 
customer'' shall mean a person or entity that is not a broker or 
dealer in securities and is not a professional as defined within 
Phlx Rule 1000(b)(14).
    \6\ See Securities Exchange Act Release No. 69848 (June 25, 
2018), 78 FR 39346, 39348 at footnote 4 (July 1, 2013) (SR-Phlx-
2013-69).
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    Today, All-or-None Orders are available to public customers \7\ and 
professionals.\8\ The Exchange initially offered All-or-None Orders to 
professionals in 2010 at the time of the adoption of the new term 
``professional.'' \9\ The Exchange

[[Page 9193]]

proposes to amend its current practice and offer All-or-None Orders to 
public customers only.
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    \7\ See Phlx Rule 1098(b)(v), which states, ``All-or-none 
orders--to be executed in its entirety or not at all. These orders 
can only be submitted for non-broker-dealer customers.'' See 
Securities Exchange Act Release No. 76742 (December 22, 2015), 80 FR 
81393 (December 29, 2015) (SR-Phlx-2015-49). Within this rule change 
footnote 101 provides, among other information, that these orders 
can only be submitted for non-broker-dealer customers. See also 
Securities Exchange Act Release No. 74746 (April 16, 2015), 80 FR 
22569 (April 22, 2015) (SR-Phlx-2014-66) (Notice of Filing of 
Amendment No. 2 and Designation of Longer Period for Commission 
Action on Proceedings To Determine Whether To Approve or Disapprove 
Proposed Rule Change, as Modified by Amendment No. 2, To Adopt New 
Exchange Rule 1081, Solicitation Mechanism, To Introduce a New 
Electronic Solicitation Mechanism). Footnote 39 to this rule change 
provides, ``All-or-none orders can only be submitted for non-broker 
dealer customers.''
    \8\ The term ``professional'' means any person or entity that 
(i) is not a broker or dealer in securities, and (ii) places more 
than 390 orders in listed options per day on average during a 
calendar month for its own beneficial account(s). See Rule 
1000(b)(14).
    \9\ See Securities Exchange Act Release No. 61802 (March 30, 
2010), 75 FR 17193 (April 5, 2010) (SR-Phlx-2010-05) (Notice of 
Filing of Amendment No. 2 and Order Granting Accelerated Approval of 
the Proposed Rule Change, as Modified by Amendment No. 2 Thereto, 
Relating to Professional Orders) (``Professional Filing'').
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    The Exchange believes that permitting only public customers to 
utilize All-or-None Orders on the Order Book is consistent with the Act 
because unlike other market participants, public customers do not have 
access to the same technology as Registered Options Traders,\10\ 
Specialists,\11\ professionals, firms and broker-dealers. Unlike other 
market participants, public customers do not have the tools to monitor 
trading activity throughout the trading day and react to changes in 
market pricing. Permitting public customers to enter All-or-None Orders 
with specific size limitations that rest on the Order Book would 
continue to allow public customers the opportunity to obtain fills for 
their orders when the market moves even if the All-Or-None Order was 
not immediately executable upon entry.
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    \10\ Registered Options Traders (``ROTs'') includes Streaming 
Quote Traders (``SQTs'') and Remote Streaming Quote Traders 
(``RSQTs''). A ROT is a regular member or a foreign currency options 
participant of the Exchange who has received permission from the 
Exchange to trade in options for his own account. An SQT is an ROT 
who has received permission from the Exchange to generate and submit 
option quotations electronically in options to which such SQT is 
assigned. An SQT may only submit such quotations while such SQT is 
physically present on the floor of the Exchange. An SQT may only 
trade in a market making capacity in classes of options in which the 
SQT is assigned. An RSQT is an ROT that is a member affiliated with 
an RSQT with no physical trading floor presence who has received 
permission from the Exchange to generate and submit option 
quotations electronically in options to which such RSQT has been 
assigned. A qualified RSQT may function as a Remote Specialist upon 
Exchange approval. A floor market maker is known as a non-SQT ROT in 
Rule 1014(b)(ii)(C). A non-SQT ROT is an ROT who is neither an SQT 
nor an RSQT.
    \11\ A Specialist is an Exchange member who is registered as an 
options specialist. See Phlx Rule 1020(a).
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Rule 1000(b)(14)
    At the time the Exchange adopted the term ``professional,'' the 
Exchange noted within Rule 1000(b)(14) the manner in which professional 
orders would be treated. Specifically, Phlx Rule 1014(b)(14) provides, 
``. . . . . [sic] A professional will be treated in the same manner as 
an off-floor broker-dealer for purposes of Rules 1014(g) \12\ (except 
with respect to All-or-None Orders, which will be treated like customer 
orders, except that orders submitted pursuant to Rule 1087 \13\ for the 
beneficial account(s) of professionals with an all-or-none designation 
will be treated in the same manner as off-floor broker-dealer 
orders),1033(e),\14\ 1064, Commentary .02 \15\ (except professional 
orders will be considered customer orders subject to facilitation), 
1087 and 1098,\16\ as well as OFPA B-6 \17\ and F-5.'' \18\ Further, 
the Professional Filing stated,
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    \12\ Rule 1014(g) concerns the allocation of interest on Phlx.
    \13\ Rule 1087 concerns the Price Improvement XL auction.
    \14\ Rule 1033(e) concerns Synthetic Option Orders.
    \15\ Rule 1064 at Commentary .02 concerns the floor Firm 
Participation Guarantee.
    \16\ Rule 1098 concerns Complex Orders.
    \17\ OFPA B-6 is titled ``Priority of Options Orders for Equity 
Options, Index Options and U.S. Dollar-Settled Foreign Currency 
Options by Account Type (Equity Option, Index Options and U.S. 
dollar-settled foreign currency option only).''
    \18\ OFPA F-5 is titled ``Changes or Corrections to Material 
Terms of a Matched Trade.''

`. . . In this regard, the Commission does not believe that the Act 
requires that the orders of a public customer or any other market 
participant be granted priority. Historically, in developing their 
trading and business models, exchanges have adopted rules, with 
Commission approval, that grant priority to certain participants 
over others, in order to attract order flow or to create more 
competitive markets. However, the Act does not entitle any 
participant to priority as a right. The requirement of section 
6(b)(8) of the Act that the rules of an exchange not impose an 
unnecessary or inappropriate burden upon competition does not 
necessarily mandate that a Professional (as defined in the Phlx 
proposal) be granted priority at a time that a broker-dealer is not 
granted the same right. The Phlx proposal simply restores the 
treatment of persons who would be deemed Professionals to a base 
line where no special priority benefits are granted. Thus, the 
Commission believes that it is consistent with the Act for Phlx to 
amend its rules so that Professional orders, like the orders of 
broker-dealers, are not granted special priority.' [footnotes 
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omitted]

Unlike public customers, professionals conduct business in the same 
manner as an off-floor broker-dealer and therefore have the ability to 
react to market conditions swiftly when entering orders. The Exchange 
proposes to amend Rule 1000(b)(14) to remove the following text, ``. . 
. (except with respect to All-or-None Orders, which will be treated 
like customer orders, except that orders submitted pursuant to Rule 
1087 for the beneficial account(s) of professionals with an all-or-none 
designation will be treated in the same manner as off-floor broker-
dealer orders).''
Rule 1066
    The Exchange's proposal to amend Phlx Rule 1066 by deleting the 
current description and instead indicating, ``An All-or-None Order is 
described in Rule 1078,'' will bring greater consistency to the usage 
of the term all-or-none throughout Phlx's Rules.
OFPA A-9
    The Exchange's proposal to amend OPFA A-9 to indicate that this 
rule applies to an All-or-None Order submitted on the trading floor 
will bring greater transparency to this rule. The Exchange's proposal 
to remove the description of an All-or-None Order from this rule and 
instead refer to the description in proposed new Rule 1078 will bring 
greater consistency to the usage of the term All-or-None Order 
throughout Phlx's Rules. The Exchange proposes to remove the sentence 
that provides, ``Unlike a fill-or-kill order, an All-or-None Order is 
not cancelled if it is not executed as soon as it is represented in the 
trading crowd'' because All-or-None Orders are not technically 
cancelled in the trading crowd, they are simply not consummated or 
withdrawn. The Exchange proposes to add the word ``trading'' before the 
word ``crowd'' for clarity. The Exchange proposes to remove the last 
paragraph of OFPA A-9 because priority for All-or-None Orders is 
described in proposed new Rule 1078 and that rule is proposed to be 
referenced within OFPA A-9.
Implementation
    The Exchange would implement the changes proposed herein prior to 
May 31, 2019. The Exchange would issue an Options Trader Alert 
announcing the exact date of implementation in advance.\19\
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    \19\ See Options Trader Alert 2018-47.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\20\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\21\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest, by more specifically defining an All-or-None Order within the 
Exchange's Rules and conforming the term throughout the Phlx rules to 
bring greater transparency to this order type. The Exchange 
specifically proposes to make clear within new Rule 1078 that All-or-
None Orders are non-displayed and non-routable.\22\ In addition, 
indicating that

[[Page 9194]]

All-or-None Orders are executed in price-time priority among all public 
customer orders if the size contingency can be met will bring greater 
clarity to the Exchange's Rules. Finally, memorializing that the 
Acceptable Trade Range protection in Rule 1099(a) is not applied to 
All-or-None Orders will make clear that this limitation exists. Today, 
the Exchange does not offer the Acceptable Trade Range protection to 
All-or-None Orders because it is difficult to apply this feature to an 
All-or-None Order because of the contingency associated with this order 
type.\23\ The Exchange believes that noting this limitation within new 
Rule 1078 will add greater transparency to the order type.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ See Securities Exchange Act Release No. 83141 (May 1, 
2018), 83 FR 20123, at 20124 (May 7, 2018) (SR-Phlx-2018-32). In 
this filing the Exchange also noted that an All-or-None Order is a 
non-displayed order type.
    \23\ See Securities Exchange Act Release No. 69848 (June 25, 
2018), 78 FR 39346, 39348 at footnote 4 (July 1, 2013) (SR-Phlx-
2013-69).
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    The Exchange's proposal to amend the All-or-None Order type so that 
it would only be available to public customers, and not be available 
professionals,\24\ is consistent with the Act. Today, public customers 
are afforded certain priorities within the Exchange's Rules that are 
not offered to other market participants, including professionals. 
Today, for example, public customers are offered priority with respect 
to the execution of Qualified Contingent Cross Orders. Specifically, 
Phlx Rule 1080(o) provides that a Phlx Order Entry Firm effectuating a 
trade in the System pursuant to the Regulation NMS QCT Trade Exemption 
to Rule 611(a) can cross the options leg of the trade on Phlx as a QCC 
Order immediately upon entry and without order exposure if no public 
customer orders \25\ exist on the Exchange's order book at the same 
price.\26\ In addition, with respect to the Exchange's allocation rule, 
public customer [sic] have a different priority as compared to 
professionals, as well as all other market participants. Orders are 
allocated such that the highest bid and lowest offer shall have 
priority, except that public customer orders have priority over non-
public customer, including non-All-or-None professional orders at the 
same price, provided the public customer order is executable.\27\
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    \24\ Today the All-or-None Order type is available to public 
customers and professionals.
    \25\ Phlx will reject a QCC Order that attempts to execute when 
any Customer orders are resting on the Exchange limit order book at 
the same price.
    \26\ See Phlx Rule 1080(o).
    \27\ If there are two or more public customer orders for the 
same options series at the same price, priority shall be afforded to 
such public customer orders in the sequence in which an order is 
received by the System.
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    Phlx notes that public customer orders are a source of liquidity in 
the market, and exchanges have sought to attract such orders by 
providing public customers certain guarantees that their orders would 
be executed even in the face of competition from broker-dealers. 
Further, providing marketplace advantages to public customer orders 
attracts main street retail investor order flow to the Exchange by 
leveling the playing field for retail investors over market 
professionals and providing competitive pricing.
    Today, the Exchange offers the All-or-None Order type to public 
customers to permit the entry of smaller-sized contingency orders. 
Professionals, while offered All-or-None Orders, rarely submit such 
orders. The Exchange believes that offering All-or-None Orders solely 
to public customers is appropriate. Unlike ROTs, Specialists, 
professionals, firms and broker-dealers, public customers do not have 
access to information and technology that enables them to trade listed 
options in the same manner as a broker or dealer in securities. 
Professionals, for example, have the same technological and 
informational advantages as broker-dealers trading for their own 
accounts, which enables professional account holders to compete 
effectively with broker-dealer orders and market maker quotes for 
execution opportunities. ROTs, Specialists, firms and broker-dealers 
also have tools and infrastructure which monitor the marketplace in 
real-time. These non-public customer market participants have the 
ability to react to changes in the market and effectuate trades in a 
way that public customers may not have with respect entering 
specialized orders that have a size contingency in order to effectuate 
a hedge.
    The Exchange believes that it is consistent with fair competition 
to offer the All-or-None Order type solely to public customers in order 
to permit these main street retail investors to have advantages over 
broker-dealers trading on the Phlx. Further, broker dealers cannot use 
the All-or-None Order type today. Professionals are treated in the same 
manner as a broker dealer for purposes of Exchange rules. The Exchange 
believes that Professionals would be aligned with broker dealers with 
respect to not being offered the All-or-None Order type.
Rule 1000(b)(14)
    The Exchange's proposal to amend Rule 1000(b)(14) by removing text 
related to All-or-None Orders executed by professionals that interact 
on the Order Book would align this rule with this proposal.
Rule 1066
    The Exchange's proposal to amend Rule 1066 by deleting the current 
description and instead indicating, ``An All-or-None Order is described 
in Rule 1078'' will bring greater consistency to the usage of the term 
all-or-none throughout Phlx's Rules.
OFPA A-9
    The Exchange's proposal to amend OPFA A-9 to indicate that this 
rule applies to an All-or-None Order submitted on the trading floor 
will bring greater transparency to this rule. The Exchange's proposal 
to remove the description from this rule and instead refer to the 
description in Rule 1078 will bring greater consistency to the usage of 
the term all-or-none throughout Phlx's Rules. Finally removing language 
that is not relevant to the trading floor will bring clarity to the 
rule as modified.

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 notes that 
adopting a new Rule 1078 and memorializing the All-or-None Order type 
with greater detail will bring greater transparency to the order type 
to the benefit of all market participants.
    Not offering the All-or-None Order type to professionals does not 
create an undue burden on competition because unlike professionals, 
public customers do not have access to information and technology that 
enables them to trade listed options in the same manner as a broker or 
dealer in securities. Professionals on the other hand have the same 
technological and informational advantages as broker-dealers trading 
for their own accounts, which enables professional account holders to 
compete effectively with broker-dealer orders and market maker quotes 
for execution opportunities. ROTs, Specialists, firms and broker-
dealers all have tools and infrastructure which monitor the marketplace 
in real-time. These non-public customer market participants have the 
ability to react to changes in the market and effectuate trades in a 
way that public customers may not have with respect entering 
specialized orders that have a size contingency in order to effectuate 
a hedge.

[[Page 9195]]

    The Exchange believes that it is consistent with fair competition 
to offer the All-or-None Order type solely to public customers in order 
to permit these main street retail investors to have advantages over 
broker-dealers trading on the Phlx. Also, the Exchange notes that it is 
rare for Professionals to utilize the All-or-None Order type. Broker 
dealers cannot use the All-or-None Order type today. Professionals are 
treated in the same manner as a broker dealer for purposes of Exchange 
rules. The Exchange believes that Professionals would be aligned with 
broker dealers with respect to not being offered the All-or-None Order 
type.
    Further, as compared to all other market participants, public 
customer orders are a source of liquidity in the market. Providing 
marketplace advantages to public customer orders attracts retail 
investor order flow to the Exchange by leveling the playing field for 
main street retail investors over market professionals and providing 
competitive pricing.

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

    No written comments were either solicited or received.

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

    Because the foregoing 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 for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \28\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\29\
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    \28\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \29\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file a 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.
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    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. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-Phlx-2019-03 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-Phlx-2019-03. 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 a.m. and 3 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-
Phlx-2019-03 and should be submitted on or before April 3, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-04559 Filed 3-12-19; 8:45 am]
 BILLING CODE 8011-01-P