[Federal Register Volume 84, Number 68 (Tuesday, April 9, 2019)]
[Notices]
[Pages 14180-14183]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-06926]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85497; File No. SR-NYSEAMER-2019-08]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
Rule 928NY To Reduce the Minimum Allowable Parameter for the 
Percentage-Based Risk Limitation Mechanism

April 3, 2019.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on March 22, 2019, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend Rule 928NY (Risk Limitation 
Mechanism) to reduce the minimum allowable parameter for the 
percentage-based Risk Limitation Mechanism. The proposed rule change is 
available on the Exchange's website at www.nyse.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 self-regulatory organization 
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 those 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rule 928NY (Risk Limitation 
Mechanism) to reduce the minimum allowable parameter for the 
percentage-based Risk Limitation Mechanism.
Risk Limitation Mechanisms
    Rule 928NY sets forth the risk-limitation system, which is designed 
to help Market Makers, as well as ATP Holders, better manage risk 
related to quoting and submitting orders, respectively, during periods 
of increased and significant trading activity.\4\ The Exchange requires 
Market Makers to utilize a risk limitation mechanism for quotes, which 
automatically removes a Market Maker's quotes in all series of an 
options class when certain parameter settings are breached.\5\ The 
Exchange permits, but does not require, ATP Holders to utilize its risk 
limitation mechanism for orders, which automatically cancels such 
orders when certain parameter settings are breached.\6\
---------------------------------------------------------------------------

    \4\ Market Makers are included in the definition of ATP Holders 
and therefore, unless the Exchange is discussing the quoting 
activity of Market Makers, the Exchange does not distinguish Market 
Markers from ATP Holders when discussing the risk limitation 
mechanisms. See Rule 900.2NY(5) (defining ATP Holder as ``a natural 
person, sole proprietorship, partnership, corporation, limited 
liability company or other organization, in good standing, that has 
been issued an ATP,'' and requires that ``[a]n ATP Holder must be a 
registered broker or dealer pursuant to Section 15 of the Securities 
Exchange Act of 1934''). See also Rule 900.2NY(38) (providing that a 
Market Maker is ``an ATP Holder that acts as a Market Maker pursuant 
to Rule 920NY'').
    \5\ See Rule 928NY, Commentary .04(a) (providing that Market 
Makers are required to utilize one of the three risk settings for 
their quotes); and Commentary .01 (regarding the cancellation of 
quotes once the risk settings have been breached).
    \6\ See Rule 928NY, Commentary .04(b) (providing that ATP 
Holders may avail themselves of one of the three risk limitation 
mechanisms for certain of their orders) and Commentary .01 
(regarding the cancellation of orders once the risk settings have 
been breached).

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

[[Page 14181]]

    Pursuant to Rule 928NY, the Exchange establishes a time period 
during which the System calculates for quotes and orders, respectively: 
(1) The number of trades executed by the Market Maker or ATP Holder in 
a particular options class (``transaction-based''); (2) the volume of 
contracts traded by the Market Maker or ATP Holder in a particular 
options class (``volume-based''); or (3) the aggregate percentage of 
the Market Maker's quoted size or ATP Holder's order size(s) executed 
in a particular options class (``percentage-based'') (collectively, the 
``risk settings'').\7\ If a risk setting is triggered, the System will 
cancel all of the Market Maker's quotes or the ATP Holder's open orders 
in that class until the Market Maker or ATP Holder notifies the 
Exchange it will resume submitting quotes or orders.\8\ The temporary 
suspension of quotes or orders from the market that results when the 
risk settings are triggered is meant to operate as a safety valve that 
enables Market Makers and/or ATP Holders to re-evaluate their positions 
before requesting to re-enter the market.
---------------------------------------------------------------------------

    \7\ See Rule 928NY(b)-(d) (setting forth the three risk 
limitation mechanisms available). A Market Maker may activate one 
Risk Limitation Mechanism for its quotes (which is required) and a 
different Risk Limitation Mechanism for its orders (which is 
optional), even if both are activated for the same class. See also 
Commentary .08 to Rule 928NY.
    \8\ See Commentaries .01 and .02 to Rule 928NY (requiring that a 
Market Maker or ATP Holder request that it be re-enabled after a 
breach of its risk settings).
---------------------------------------------------------------------------

Proposed Change to Minimum Parameter for Percentage-Based Risk Setting
    Per Commentary .03 to Rule 928NY, the Exchange establishes outside 
allowable parameters for each risk setting and announces by Trader 
Update ``any applicable minimum, maximum and/or default settings for 
the Risk Limitation Mechanisms'' that are at or within these outside 
parameters. ATP Holders, in turn, adjust their own risk settings within 
the Exchange-established parameters, based on risk tolerance, taking 
into account such factors as present and anticipated market conditions, 
news in an option, and/or sudden change in volatility of an option. Put 
another way, the rule sets forth the minimum/maximum for each risk 
setting and the Exchange may, but does not have to, use these settings. 
However, the Exchange may instead choose settings that are higher than 
the minimum and lower than the maximum settings (i.e., if the rule 
allows a minimum of 1 and a maximum of 10, the Exchange could use these 
parameters or could instead establish a minimum of 3 and a maximum of 
7). Once the Exchange determines and announces the applicable 
parameters for each risk setting, the ATP Holder, in turn, selects a 
setting within the Exchange announced parameters that suits their risk 
tolerance (i.e., assuming the Exchange selected a minimum of 3 and a 
maximum of 7, the ATP Holder may select a setting of 3, 4, 5, 6 or 7).
    The Exchange proposes to adjust the minimum allowable parameter as 
established by Rule for the percentage-based risk setting from 100 
percent to 1 percent (the ``Minimum Parameter'').\9\ The following 
illustrates the potential impact of the Exchange setting the reducing 
the minimum threshold from 100 percent to 1 percent:
---------------------------------------------------------------------------

    \9\ See proposed Commentary .03 to Rule 928NY. The manner in 
which Rule 928NY operates is not being amended in this rule change.

    If a market participant has interest in two series of the same 
underlying, A and B, for 10 contracts each, the participant uses the 
percentage-based risk setting, and the exposure risk is set to 100 
percent, an execution in series A for 10 contracts will result in 
the interest in series B being canceled. However, if the execution 
in series A is for 9 contracts (as opposed to 10), the interest in 
series B would not be cancelled. If there is a subsequent execution 
within the time period \10\ in series B for any number of contracts 
or for the remaining contract in series A, the remaining interest in 
series A and B will be canceled.
---------------------------------------------------------------------------

    \10\ See Commentary .03 to Rule 928NY (providing that the 
Exchange will specify via Trader Update ``any applicable time 
period(s) for the Risk Limitation Mechanisms; provided, however, 
that the Exchange will not specify a time period of less than 100 
milliseconds'').
---------------------------------------------------------------------------

    If the same facts as above, but instead, the participant's 
exposure risk is set to 1 percent (as opposed to 100 percent), an 
execution in series A for any number of contracts, will result in 
the remaining interest in series A and B being canceled.

    As indicated above, the proposed reduction of the Minimum Parameter 
was specifically requested by some ATP Holders and would inure to their 
benefit as it would allow the Exchange to offer more sensitive risk 
controls. The Exchange notes that it is not modifying the maximum 
threshold for the percentage-based setting, which provides ATP Holders, 
and Market Makers in particular, the ability to more finely calibrate 
their risk exposure. The Exchange has not modified this Minimum 
Parameter since implementing the risk settings in 2012.\11\ The 
Exchange believes a modification to the Minimum Parameter would account 
for increased market volatility and fragmentation, as well as the ever-
increasing automation, speed and volume transacted in today's 
electronic trading environment. In this regard, this proposed change 
would provide the Exchange with more flexibility within which to 
establish the lower bound risk parameter for ATP Holders that use this 
risk setting. To the extent this flexibility is utilized, the Exchange 
believes this should afford such ATP Holders the ability to better 
calibrate and manage risk.\12\
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release No. 67713 (August 22, 
2012), 77 FR 52090 (August 28, 2012) (SR-NYSEMKT-2012-39). In 2016, 
the Exchange modified only the upper bound of the percentage-based 
(as well as the upper bound of the volume-based) risk setting. At 
that time, the Exchange also modified both the upper and lower bound 
of the transaction-based setting. See Securities Exchange Act 
Release No. 79468 (December 5, 2016), 81 FR 89160 (December 9, 2016) 
(SR-NYSEMKT-2016-110).
    \12\ The Exchange would still announce by Trader Update the 
actual minimum setting for the percentage-based risk setting, which 
may be the same as or greater than the Minimum Parameter (but no 
greater than the maximum allowable percentage-based setting). See 
Commentary .03 to Rule 928NY.
---------------------------------------------------------------------------

Implementation
    The Exchange will announce by Trader Update the implementation date 
of the proposed rule change.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\13\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\14\ 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 regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, 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.
---------------------------------------------------------------------------

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

    ATP Holders are vulnerable to the risk from a system or other error 
or a market event that may cause them to send a large number of orders 
or receive multiple, automatic executions before they can adjust their 
exposure in the market. Without adequate risk management tools, such as 
the available risk settings, ATP Holders may opt to reduce the amount 
of order flow and liquidity that they provide to the market, which 
could undermine the quality of the markets available to market 
participants. The Exchange

[[Page 14182]]

believes that the proposed Minimum Parameter, which setting has not 
been modified since it was adopted in 2012, removes impediments to and 
perfects the mechanism of a free and open market by providing the 
Exchange with more flexibility within which to establish the 
appropriate lower bound of the percentage-based setting, in 
consideration of market conditions, which would enable this risk 
setting to operate in the manner intended to the benefit of all market 
participants. To the extent this flexibility is utilized, the Exchange 
believes this should afford ATP Holders that utilize this risk setting 
the ability to better calibrate and manage risk.
    Further, this proposed change, which was specifically requested by 
some ATP Holders, would remove impediments to and perfect the mechanism 
of a free and open market because it would be available to all ATP 
Holders (if the Exchange choses to reduce the Minimum Parameter to one 
percent) and may encourage more ATP Holders to utilize the percentage-
based risk setting, specifically, or the risk settings generally, which 
would benefit of all market participants. The Exchange believes this 
proposal has the potential to help ATP Holders better manage their risk 
as it would allow for more precise customization of their risk settings 
which would, in turn, help ATP Holders avoid trading a number of 
contracts that exceeds the ATP Holder's risk tolerance level.
    The Exchange notes that other options exchanges offer risk settings 
for quotes and orders, including analogous percentage-based settings, 
consistent with the proposed Minimum Parameter. For example, Rule 
21.16, Risk Monitor Mechanism, on both Cboe BZX Exchange, Inc. 
(``BZX'') and Cboe EDGX Exchange, Inc. (``EDGX'') states that each BZX 
or EDGX Member may (but is not required to) configure a single counting 
program or multiple counting programs to govern its trading activity 
(i.e., on a per port basis).\15\ Just as with Exchange's [sic] 
percentage-based risk setting, BZX/EDGX offer a risk setting that is 
based on a percentage-based trigger, measured against the number of 
contracts executed as a percentage of the number of contracts 
outstanding within a time period designated by the Exchange 
(``percentage trigger'').\16\ This percentage trigger is calculated 
similarly to the risk setting on the Exchange: The BZX/EDGX counting 
program first calculates, for each series of an option class, the 
percentage of a BZX/EDGX Member's order size in the specified class or 
a the [sic] percentage of BZX/EDGX Member that is a market maker's 
quote size in the appointed class that is executed on each side of the 
market, including both displayed and non-displayed size; the counting 
program then sums the overall series percentages for the entire option 
class to calculate the percentage trigger. Unlike the Exchange's rule, 
BZX/EDGX Rule 21.16 has no minimum equivalent, which the Exchange 
understands means that the risk setting established by the Member for 
its trading activity (whether orders or market maker quotes) may be set 
as low as 1 percent. And unlike the Exchange, BZX/EDGX do not require 
its market makers to establish risk settings for quotes, nor does it 
impose a default setting for participants that do not establish such 
risk settings. As proposed, the Minimum Parameter would authorize the 
Exchange to allow the percentage-based trigger to be as low as 1 
percent, which would thus allow the Exchange's rule to operate more 
similarly to the BZX/EDGX rule.\17\ The Exchange believes that this 
proposal is consistent with the BXZ/EDGX rules that allow order senders 
(i.e., including non-Market Makers) to use a percentage-based risk 
parameter that may be set as low as 1 percent.
---------------------------------------------------------------------------

    \15\ See BZX and EDGX Rule 21.16(a)(i)-(iv) (providing optional 
risk settings). On each market (BZX and EDGX), risk setting limits 
have been reached [sic], the Risk Monitor Mechanism cancels or 
rejects such Member's orders or quotes in all underlying securities 
and cancels or rejects any additional orders or quotes. See BZX and 
EDGX Rule 21.16(b)(i)-(iii).
    \16\ See BZX and EDGX Rule 21.16(a)(iv) (setting forth percent 
trigger risk setting).
    \17\ The Exchange notes that other options in [sic] exchanges in 
the Cboe family offer a similar Risk Monitor Mechanism. See, e.g., 
Cboe C2 Exchange, Inc. (``C2'') Rule 6.14(c)(5)(A)(i)-(v) (setting 
forth risk settings, with paragraph (iv) setting forth the 
percentage-based setting, each of which mirror those offered by BZX 
and EDGX). See also Securities Exchange Act Release No. 84778 
(December 10, 2018) (SR-CboeEDGX-2018-058) (immediately effective 
EDGX filing to harmonize risk mechanism to that of its affiliated 
exchange, C2).
---------------------------------------------------------------------------

    The Exchange also notes that two non-Cboe affiliated options 
exchanges likewise offer similar percentage-based risk settings that 
apply solely to quotes. Specifically, Miami International Exchange LLC 
(``MIAX'') Rule 612(a) requires its market makers to establish a risk 
settings [sic] for quotes in its appointment (as does the Exchange). 
MIAX's percentage-based risk setting operates similar to the Exchange's 
analogous setting. However, MIAX does not provide a minimum Allowable 
Engagement Percentage (``AEP''); market makers are free to pick any AEP 
(effectively allowing them to set a threshold as low as 1 percent). If 
a MIAX market maker does not establish an AEP, MIAX will impose a 
default minimum of 100 percent. In addition, Nasdaq PHLX (``PHLX'')--
like the Exchange and MIAX--also requires its market makers to utilize 
one of its risk settings (either volume-based or percentage-based) for 
quotes. PHLX's percentage-based risk setting operates similar to the 
Exchange's analogous setting. Further, PHLX Rule 1099(c)(2)(A) provides 
that market makers that opt to utilize PHLX's percentage-based risk 
setting may establish a minimum threshold (i.e., a ``Specified 
Percentage'') of no lower than 1 percent.\18\ The Exchange believes 
that this proposal is consistent with the MIAX and PHLX rules that 
require market makers on those exchanges to use a percentage-based risk 
parameter that may be set as low as 1 percent (and, in the case of 
MIAX, a default setting will be imposed if the market maker fails to 
select one).
---------------------------------------------------------------------------

    \18\ The Exchange notes that MIAX cited to the BZX rule when it 
filed an immediately effective proposed rule change to change its 
AEP setting from 100 percent to any percentage established by the 
market maker (i.e., no minimum parameter). See Securities Exchange 
Act Release No. 77817 (May 12, 2016), 81 FR 31286 (May 18, 2016) 
(SR-MIAX-2016-10). See also [sic] See Securities Exchange Act 
Release No. 78129 (June 22, 2016), 81 FR 42024 (June 28, 2016)) (SR-
Phlx-2016-67) (immediately effective rule filing, citing MIAX AEP, 
to modify its analogous percentage-based risk setting to establish 
the minimum Specified Percentage determined by a market maker at not 
less than 1 percent).
---------------------------------------------------------------------------

    Finally, the Exchange also believes that the proposed rule change 
would promote just and equitable principles of trade because Market 
Makers have the option to select one of three risk settings for quotes 
and non-Market Makers have this same option or may choose to utilize no 
risk settings at all. Thus, this proposal merely provides the Exchange 
additional latitude in establishing the percentage-based risk setting 
and may encourage more ATP Holders to utilize this or the other two 
risk settings, which benefits all market participants.

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. The Exchange is proposing a 
Minimum Parameter that would provide the Exchange will greater 
flexibility in establishing the appropriate lower bound of the 
percentage-based setting, which may in turn provide ATP Holders that 
utilize this setting with greater control and flexibility over setting 
their

[[Page 14183]]

risk tolerance and, potentially, more protection over risk exposure. 
The proposal is structured to offer the same enhancement to all ATP 
Holders, regardless of size, and would not impose a competitive burden 
on any participant. The proposal may foster competition among Market 
Makers by providing them with the ability to enhance and customize 
their percentage in order to compete for executions and order flow.
    The Exchange does not believe that the proposed enhancement to the 
existing risk limitation mechanism would impose a burden on competing 
options exchanges. Rather, it provides ATP Holders with the opportunity 
to avail themselves of risk settings for quotes and orders that are 
consistent with such tools currently available on BZX, EDGX, MIAX and 
PHLX.\19\
---------------------------------------------------------------------------

    \19\ See supra notes 15-18.
---------------------------------------------------------------------------

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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) of the Act \20\ and Rule 19b-
4(f)(6) thereunder.\21\
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 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 pursuant to Rule 19b-4(f)(6) under the 
Act \22\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \23\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has requested that the Commission waive the 30-day operative delay so 
that the proposed rule change may become operative upon filing. As 
noted above, the proposed operational functionality is substantially 
similar to those utilized on other options exchanges,\24\ and the 
differences noted herein do not raise substantive or novel issues. 
Waiver of the operative delay would allow the Exchange to immediately 
implement the proposed functionality in coordination with the 
availability of the technology supporting the proposal, permitting ATP 
Holders to utilize the optional risk settings without undue delay. Thus 
the Commission believes that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest and 
hereby waives the operative delay and designates the proposed rule 
change operative upon filing.\25\
---------------------------------------------------------------------------

    \22\ 17 CFR 240.19b-4(f)(6).
    \23\ 17 CFR 240.19b-4(f)(6)(iii).
    \24\ See supra notes 14-17.
    \25\ For purposes only of waiving the 30-day operative delay, 
the Commission also has 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 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 change 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-NYSEAMER-2019-08 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-NYSEAMER-2019-08. 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-NYSEAMER-2019-08 and should be submitted 
on or before April 30, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-06926 Filed 4-8-19; 8:45 am]
 BILLING CODE 8011-01-P