[Federal Register Volume 84, Number 197 (Thursday, October 10, 2019)]
[Notices]
[Pages 54671-54692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-22144]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87235; File No. SR-CBOE-2019-084]


Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the Exchange's Rules Regarding the Trading of Flexible Exchange 
Options, and Move Those Rules From the Currently Effective Rulebook to 
the Shell Structure for the Exchange's Rulebook That Will Become 
Effective Upon the Migration of the Exchange's Trading Platform to the 
Same System Used by the Cboe Affiliated Exchanges

October 4, 2019.
    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 October 2, 2019, Cboe Exchange, Inc. (the ``Exchange'' or 
``Cboe Options'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been prepared by the Exchange. The 
Exchange filed the proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 
19b-4(f)(6) thereunder.\4\ 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)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') proposes 
to amend the Exchange's Rules regarding the trading of flexible 
exchange options ``FLEX Options'' \5\ and moves those Rules from the 
currently effective Rulebook (``current Rulebook'') to the

[[Page 54672]]

shell structure for the Exchange's Rulebook that will become effective 
upon the migration of the Exchange's trading platform to the same 
system used by the Cboe Affiliated Exchanges (as defined below) 
(``shell Rulebook''). The text of the proposed rule change is provided 
in Exhibit 5.
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    \5\ See current Rule 24A.1(d), (f), and (g) (which define a FLEX 
Option, FLEX Index Option, and FLEX Equity Option) and proposed 
definition of FLEX Option in Rule 1.1 of the shell Rulebook (with 
nonsubstantive changes to simplify the definition of FLEX Options). 
A FLEX Option on an equity security may be referred to as a ``FLEX 
Equity Option,'' and a FLEX Option on an index may be referred to as 
a ``FLEX Index Option.'' The proposed rule change also adds a period 
following the rule number of Rule 1.1 to conform to the formatting 
of other Rules in the shell Rulebook. The proposed rule change also 
deletes the corresponding definitions of Non-FLEX Option, Non-FLEX 
Equity Option, and Non-FLEX Index Option, as the Exchange believes 
the meanings of those terms are self-evident, making the definitions 
unnecessary. See current Rule 24A.1(o), (p), and (q).
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    The text of the proposed rule change is also available on the 
Exchange's website (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the 
Secretary, 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
    In 2016, the Exchange's parent company, Cboe Global Markets, Inc. 
(formerly named CBOE Holdings, Inc.) (``Cboe Global''), which is also 
the parent company of Cboe C2 Exchange, Inc. (``C2''), acquired Cboe 
EDGA Exchange, Inc. (``EDGA''), Cboe EDGX Exchange, Inc. (``EDGX'' or 
``EDGX Options''), Cboe BZX Exchange, Inc. (``BZX'' or ``BZX 
Options''), and Cboe BYX Exchange, Inc. (``BYX'' and, together with 
Cboe Options, C2, EDGX, EDGA, and BZX, the ``Cboe Affiliated 
Exchanges''). The Cboe Affiliated Exchanges are working to align 
certain system functionality, retaining only intended differences 
between the Cboe Affiliated Exchanges, in the context of a technology 
migration. Cboe Options intends to migrate its trading platform to the 
same system used by the Cboe Affiliated Exchanges, which the Exchange 
expects to complete on October 7, 2019. In connection with this 
technology migration, the Exchange has a shell Rulebook that resides 
alongside its current Rulebook, which shell Rulebook will contain the 
Rules that will be in place upon completion of the Cboe Options 
technology migration.
    As part of this effort, the Exchange is reorganizing its Rules 
within the shell Rulebook to, among other things, include all rules 
regarding the Exchange's trading hours in a single rule, include all 
rules related to listing of options products within one chapter, and 
include all rules related to trading of all products within one 
chapter. The Exchange has provided market participants with notice of 
this change in advance of the system migration.\6\ Subject to 
regulatory review, these proposed rule changes will be in effect 
October 7, 2019, in conjunction with the system migration. For example, 
rules related to the classes and series of FLEX Options the Exchange 
may list for trading will be in the same chapter as the rules related 
to the classes and series of equity options and index options the 
Exchange may list for trading. Additionally, the rules related to the 
manner in which FLEX Options may trade will be in the same chapter as 
the rules related to the manner in which all other types of options may 
trade.\7\ The shell Rulebook will clearly identify the Rules that apply 
to the trading of FLEX Options.
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    \6\ See, e.g, Exchange Notice C2019092500, Trading of FLEX 
Options on Cboe Options Exchange (September 25, 2019); Exchange 
Notice 2019092501, Cboe Town Hall on FLEX Trading on the New Cboe 
Options Exchange Platform (September 25, 2019); BOE and FIX 
Specifications, available at http://markets.cboe.com/us/options/support/technical/.
    \7\ In separate rule filings, the Exchange will move to the 
shell Rulebook certain FLEX Rules not being moved in this rule 
filing. These rules include Rule 24A.6 regarding discretionary 
transactions, Rule 24A.7 regarding position limits and reporting 
requirements, Rule 24A.8 regarding exercise limits, and Rule 24A.13 
regarding Letters of guarantee or authorizations. The Exchange notes 
it will not be making any substantive changes to those Rules, but 
will rather merely be moving them into the shell Rulebook (and thus 
will update the rule number, as well as the paragraph lettering and 
numbering), and therefore these Rules will continue to apply to FLEX 
trading in the same manner they apply today.
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    Chapter XXIVA of the current Rulebook sets forth the Rules 
applicable to the trading of FLEX Options on the Exchange's hybrid 
trading system (i.e., trading in both open outcry and electronically). 
Trading of FLEX Options is subject to all other Rules applicable to the 
trading of options on the Exchange, unless otherwise specified in 
Chapter XXIVA of the current Rulebook (proposed Chapter 5, Section F in 
the shell Rulebook).\8\ A Trading Permit Holder (a ``TPH'') may trade 
FLEX Options if the Exchange has approved the TPH to trade FLEX Options 
on the Exchange; such a TPH is referred to as a ``FLEX Trader.'' \9\ 
Currently, FLEX Options trade on the Exchange's FLEX Hybrid Trading 
System, which is the Exchange's trading platform that allows FLEX 
Traders to submit electronic and open outcry request for quotes 
(``RFQs''), FLEX quotes in response to those RFQs, and FLEX Orders into 
the electronic book.\10\ Upon the Exchange's trading platform 
migration, FLEX trading will occur on the same Exchange System \11\ as 
all other options trading occurs on the Exchange.
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    \8\ See current Introduction to Chapter XXIVA and proposed Rule 
5.72(a).
    \9\ See current Rule 24A.1(l) in the current Rulebook and 
proposed Rule 3.57 in the shell Rulebook. The proposed rule change 
makes nonsubstantive changes to the definition of a FLEX Trader, 
including to make the definition plain English by eliminating 
passive voice and deleting the unnecessary language ``FLEX-
participating,'' as that is redundant of the provision that provides 
the TPH is approved to trade FLEX Options on the Exchange.
    \10\ See current Rule 24A.1(e).
    \11\ The term ``System'' means the Exchange's hybrid trading 
platform that integrates electronic and open outcry trading of 
option contracts on the Exchange, and includes any connectivity to 
the foregoing trading platform that is administered by or on behalf 
of the Exchange, such as a communications hub. See Rule 1.1 in the 
shell Rulebook. Because there will no longer be a separate FLEX 
system, the proposed rule change deletes the definition of FLEX 
Hybrid Trading System in current Rule 24A.1(e).
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    Pursuant to current Rule 24A.3, there are no trading rotations in 
FLEX Options, either at the opening or at the close of trading. The 
proposed rule change moves the provision that states there is no 
opening rotation in FLEX Options to Rule 5.71(a) of the shell Rulebook. 
The proposed rule change deletes the provisions from current Rule 24A.3 
regarding the absence of closing rotations for FLEX Options, as closing 
rotations do not occur in any class of options on the Exchange.
    Currently, FLEX Options open for trading at a randomly selected 
time within a number of seconds after 9:30 a.m. Eastern Time.\12\ 
Currently, the Exchange has set that number of seconds at one. Proposed 
Rule 5.71(b) states the times when FLEX Traders may begin submitting 
FLEX Orders into an electronic FLEX Auction pursuant to proposed Rule 
5.72(c), a FLEX AIM pursuant to proposed Rule 5.73, or a FLEX SAM 
pursuant to proposed Rule 5.74,\13\ or initiate an open outcry FLEX 
Auction the Exchange's trading floor

[[Page 54673]]

pursuant to proposed Rule 5.72(c).\14\ Specifically, FLEX Traders may 
begin submitting FLEX Orders (a) with respect to the Regular Trading 
Hours (``RTH'') trading session, after the System's observation after 
9:30 a.m. Eastern Time of the first disseminated (1) transaction on the 
primary market in the security underlying an equity option or (2) index 
value for the index underlying an index option, and (b) with respect to 
the Global Trading Hours (``GTH'') trading session, after 3:00 a.m. 
Eastern Time.\15\
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    \12\ See current Rule 24A.3 (the current rule includes times in 
Central Time, while the proposed rule includes times in Eastern 
Time, consistent with Rule 1.6 in the shell Rulebook).
    \13\ The Exchange intends to amend and move current Rules 24A.5A 
and 24A.5B regarding FLEX AIM and SAM Auctions, respectively, from 
the currently Rulebook to Rules 5.73 and 5.74, respectively, of the 
shell Rulebook in a separate rule filing.
    \14\ This is consistent with current Rule 24A.3, which states 
after the time at which a FLEX Option series opens for trading, a 
FLEX auction may be initiated. The proposed rule change deletes the 
provision that states FLEX Orders may be entered directly into the 
electronic book (if available), because, as discussed below, the 
Exchange will not have an electronic book available for FLEX 
Options.
    \15\ See Securities Exchange Act Release No. 86879 (September 5, 
2019), 84 FR 47984 (September 11, 2019) (SR-CBOE-2019-034) (approval 
of proposed rule change to provide that the opening rotation for 
non-FLEX Options will be triggered by the same events, which are 
substantially the same as those in current Rule 6.2(b)). Pursuant to 
Rule 5.1(b)(3) in the shell Rulebook, Regular Trading Hours for FLEX 
Options are the same as the corresponding non-FLEX Options, except 
the Exchange may determine to narrow or otherwise restrict the 
trading hours for FLEX Options. The rule change clarifies in Rule 
5.1(b)(3)(A) that Regular Trading Hours for FLEX Options are the 
same as the Regular Trading Hours for the corresponding non-FLEX 
Options, as the Exchange inadvertently omitted the phrase ``the 
Regular Trading Hours for'' from that Rule (therefore, the proposed 
rule change makes no substantive changes to the trading hours for 
FLEX Options). Additionally, pursuant to Rule 5.1(c)(1) in the shell 
Rulebook, if the Exchange designates a class of index options as 
eligible for trading during Global Trading Hours, FLEX Options with 
the same underlying index are also deemed eligible for trading 
during Global Trading Hours.
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    As discussed further below, while the Exchange currently has an 
electronic book for orders for FLEX Options, it has only been used in 
recent months by one customer for limited purpose, and for a minimal 
amount of FLEX volume. Because of the limited usage of an electronic 
book for FLEX Orders, the Exchange has determined there will be no 
electronic book of resting orders for FLEX Options available following 
the technology migration, which lack of availability of a FLEX Book is 
consistent with current Exchange authority. Additionally, because there 
will also be no opening rotation, at the time at which FLEX Trading 
opens, there will be no automatic executions. Therefore, being ``open'' 
for FLEX trading merely means that FLEX Traders may submit FLEX Orders 
into one of the various FLEX Auctions, at the conclusion of which 
executions in FLEX Auctions may occur (which are all discussed below). 
Because market participants incorporate transaction prices of 
underlying securities or the values of underlying indexes when pricing 
options (including FLEX Options), the Exchange believes it will benefit 
investors for FLEX Options trading to not be available until that 
information has begun to be disseminated in the market. Additionally, 
the proposed trigger events occur for many underlying securities or 
indexes within one second of 9:30 a.m. Eastern Time (which is 
consistent with the current time at which the Exchange has determined 
to open FLEX Option classes), and the majority occur within ten 
seconds. Therefore, pursuant to the proposed rule change, the opening 
of FLEX Options for trading may occur over a longer timeframe, which 
would further reduce any potential market impact of the change to the 
opening time for FLEX Options. While the Exchange believes it is 
important to open series for trading as soon as possible, the Exchange 
also believes the proposed rule change will permit it to manage the 
number of FLEX Option series that may begin to trade during a short 
time period to ensure a fair and orderly opening in all options listed 
on the Exchange. The Exchange also notes that FLEX Options trading 
volume currently represents approximately 1.5% of total trading volume 
on the Exchange, and therefore the Exchange believes any potential 
market impact of this change would be de minimis.
    The proposed rule change moves the provision in current Rule 24A.3 
that states a new FLEX Option series may be established on any business 
day prior to the expiration date and opened for trading pursuant to the 
procedures and principles for trading as provided in other rules within 
current Chapter XXIV, to proposed Rule 4.21(a)(2). As described below, 
other current rules have the same provision, and the Exchange does not 
believe they also need to be in the rule regarding the opening of 
trading, but rather in the rules regarding permissible series.\16\ The 
Exchange moves these provisions to the shell Rulebook as set forth 
below. The Exchange also makes nonsubstantive changes to provisions 
moved from current Rule 24A.3 to proposed Rule 5.71, including changes 
to make the language more plain English, update cross-references, 
update times to Eastern Time, and incorporate defined terms.
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    \16\ See, e.g., current Rule 24A.4(a)(1) (which the proposed 
rule change moves to proposed Rule 4.21(a)(2)). The table below 
describes the proposed changes to the language of this provision.
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    Current Rule 24A.4 (and other Rules in current Chapter XXIVA) sets 
forth the terms of FLEX Options. The Exchange moves these provisions to 
Chapter 4, Section C of the shell Rulebook.\17\ The Exchange moves the 
provisions that state the Exchange may authorize for trading a FLEX 
Option class on any equity security or index if it may authorize for 
trading a non-FLEX Option class on that equity security or index 
pursuant to Rules 4.3 and 4.10,\18\ respectively, of the shell 
Rulebook, even if the Exchange does not list that non-FLEX Option class 
for trading, from current Rule 24.4A(b)(1) and (c)(1) to proposed Rule 
4.20.\19\ Because the provisions related to FLEX Index Options and FLEX 
Equity Options provide the Exchange with the same authority with 
respect to each type of FLEX Options, the proposed rule change combines 
them into a single one.
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    \17\ Chapter 4 of the shell Rulebook will contain all Rules 
related to the listing of options on the Exchange.
    \18\ The Exchange intends to move current Rules 5.3 and 24.2 to 
Rules 4.3 and 4.10, respectively, in the shell Rulebook in a 
separate rule filing.
    \19\ See also proposed Rule 4.21(a) (which states the Exchange 
may approve a FLEX Option series for trading on any FLEX Option 
class it may authorize for trading pursuant to proposed Rule 4.20).
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    The proposed rule change moves the following provisions regarding 
the terms of FLEX Option series from the current Rulebook to the shell 
Rulebook. In addition to the substantive changes described below, the 
proposed rule change makes additional nonsubstantive changes to these 
Rules, including to make the rule text plain English, simplify the rule 
provisions, use consistent language throughout the Rules, use active 
voice, incorporate defined terms, update cross-references and paragraph 
numbering and lettering, and eliminate redundant provisions.

[[Page 54674]]



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                                      Current rule (current   Proposed rule (shell
           Rule provision                   rulebook)               rulebook)              Proposed changes
----------------------------------------------------------------------------------------------------------------
FLEX Option series are not pre-      Rule 24A.4(a)(1)......  Rule 4.21(a)..........  The proposed rule change
 established.                                                                         incorporates the term FLEX
                                                                                      Option series (rather than
                                                                                      options series) into this
                                                                                      rule provision.
The Exchange may approve a FLEX      Rule 24A.4(b)(1) and    4.21(a) (introductory   The proposed rule change
 Option series for trading in any     (c)(1).                 paragraph).             combines the provisions
 FLEX Option class it may authorize                                                   for trading FLEX Index
 for trading pursuant to proposed                                                     Options and FLEX Equity
 Rule 4.20.                                                                           Options into a single
                                                                                      provision, as they provide
                                                                                      the Exchange with the same
                                                                                      authority. As further
                                                                                      discussed below, a FLEX
                                                                                      Option series is not
                                                                                      created (and thus not
                                                                                      eligible to trade) until a
                                                                                      FLEX Order for the series
                                                                                      is submitted into one of
                                                                                      the FLEX Auctions.
                                                                                      Therefore, the proposed
                                                                                      rule change deletes the
                                                                                      reference to the Exchange
                                                                                      being able to ``open for
                                                                                      trading'' any FLEX Option
                                                                                      series.
A FLEX Option series is eligible     Rules 24A.4(a)(1) and   Rule 4.21(a)            The current rule states
 for trading on the Exchange upon     24A.5(a).               (introductory           FLEX Option series are
 submission to the System of a FLEX                           paragraph).             established through the
 Order for that series pursuant to                                                    bidding and offering
 proposed Rule 5.72 (as well as                                                       mechanics detailed in
 Rules 5.73 and 5.74) \20\.                                                           current Rule 24A.5. As
                                                                                      discussed below, the
                                                                                      proposed rule change
                                                                                      amends the provisions
                                                                                      governing how FLEX Options
                                                                                      may trade on the Exchange.
                                                                                      A FLEX Option series may
                                                                                      only be eligible for
                                                                                      trading after submission
                                                                                      into one of the various
                                                                                      auctions available for
                                                                                      FLEX trading. A FLEX
                                                                                      Option series may be
                                                                                      established under current
                                                                                      rules upon submission of a
                                                                                      FLEX Order to a FLEX
                                                                                      auction, as is the case
                                                                                      pursuant to the proposed
                                                                                      rule change, but will no
                                                                                      longer be able to be
                                                                                      established upon
                                                                                      submission of a FLEX Order
                                                                                      into the book (as there
                                                                                      will be no book).\21\ See
                                                                                      additional discussion
                                                                                      below regarding the
                                                                                      elimination of an
                                                                                      electronic book for FLEX
                                                                                      Options.
The Exchange only permits trading    Rule 24A.4,             Rule 4.21(a)(1).......  The proposed rule change
 in a put or call FLEX Option         Interpretation and                              deletes the introductory
 series that does not have the same   Policy .02(b).                                  clause in current Rule
 exercise style, same expiration                                                      24A.4, Interpretation and
 date, and same exercise price as a                                                   Policy .02(b) that
 non-FLEX Option series on the same                                                   references the requirement
 underlying security or index that                                                    that options on an
 is already available for trading.                                                    underlying security or
 This includes permitting trading                                                     index to be otherwise
 in a FLEX Option series before a                                                     eligible for FLEX Trading,
 series with identical terms is                                                       as that language is
 listed for trading as a non-FLEX                                                     redundant of the language
 Option series. If the Exchange                                                       in proposed Rule 4.21(a).
 lists for trading a non-FLEX                                                         The proposed rule change
 Option series with identical terms                                                   also eliminates the use of
 as a FLEX Option series, the FLEX                                                    passive voice and makes
 Option series will become fungible                                                   other nonsubstantive
 with the non-FLEX Options series                                                     changes to this provision.
 pursuant to proposed Rule 4.22.
 The System does not accept a FLEX
 Order for a put or call FLEX
 Option series if a non-FLEX Option
 series on the same underlying
 security or index with the same
 expiration date, exercise price,
 and exercise style is already
 listed for trading.
A FLEX Order for a FLEX Option       Rule 24A.3 and Rule     Rule 4.21(a)(2).......  Updated to reflect the
 series may be established on any     24A.4(a)(1).                                    proposed changes to the
 trading day prior to the                                                             FLEX trading procedures,
 expiration date.                                                                     which provide that a FLEX
                                                                                      Option series is only
                                                                                      available for trading upon
                                                                                      submission of a FLEX Order
                                                                                      (as noted above).
The Exchange may halt trading in a   N/A...................  Rule 4.21(a)(3).......  This provision is not
 FLEX Option class pursuant to Rule                                                   explicitly stated in
 5.20, and always halts trading in                                                    current Chapter XXIV.
 a FLEX Option class when trading                                                     However, it is consistent
 in a non-FLEX Option class with                                                      with Exchange authority to
 the same underlying equity                                                           halt trading in options
 security or index is halted on the                                                   classes listed for trading
 Exchange. The System does not                                                        on the Exchange (see
 accept a FLEX Order for a FLEX                                                       current Rules 6.3 and
 Option series while trading in a                                                     24.7, which were moved to
 FLEX Option class is halted.                                                         Rule 5.20 in the shell
                                                                                      Rulebook), and current
                                                                                      Exchange practice. The
                                                                                      reasons why the Exchange
                                                                                      would halt trading in a
                                                                                      non-FLEX Option class
                                                                                      (e.g., trading in the
                                                                                      underlying security is
                                                                                      halted) would generally be
                                                                                      reasons why the Exchange
                                                                                      would halt a FLEX Option
                                                                                      class, and therefore the
                                                                                      Exchange will always halt
                                                                                      trading in a FLEX Option
                                                                                      class when trading in a
                                                                                      non-FLEX Option class with
                                                                                      the same underlying equity
                                                                                      security or index is
                                                                                      halted on the
                                                                                      Exchange.\22\
When submitting a FLEX Order for a   Rules 24A.1(w) and      Rule 4.21(b)..........  The current definition of a
 FLEX Option series to the System,    24A.4(a)(2).                                    series of FLEX Options
 the submitting FLEX Trader must                                                      (the proposed rule change
 include one of each of the                                                           uses the term FLEX Option
 following terms in the FLEX Order,                                                   series) is all option
 which terms constitute the FLEX                                                      contracts of the same
 Option series.                                                                       class having the same
                                                                                      exercise price, exercise
                                                                                      style, and expiration date
                                                                                      (and with respect to FLEX
                                                                                      Index Options, the same
                                                                                      settlement value and index
                                                                                      multiplier). The current
                                                                                      Rules also require a FLEX
                                                                                      Request for Quotes
                                                                                      (``RFQ''), FLEX Order, or
                                                                                      FLEX Option contract
                                                                                      contain one element from
                                                                                      the categories of
                                                                                      underlying security, type,
                                                                                      exercise style, expiration
                                                                                      date, and exercise price.
                                                                                      As noted above, a FLEX
                                                                                      Option series may only be
                                                                                      established through the
                                                                                      submission of a FLEX
                                                                                      Order, and therefore, the
                                                                                      proposed rule change
                                                                                      combines the provisions to
                                                                                      provide that a FLEX Order
                                                                                      must contain one element
                                                                                      of each of the listed
                                                                                      terms, which terms
                                                                                      constitute the actual FLEX
                                                                                      Option series being
                                                                                      established by that order.
 underlying equity security  Rules 24A.1(m) and      Rule 4.21(b)(1).......  The proposed rule change
 or index, as applicable (the index   24A.4(a)(2)(i).                                 simplifies the language of
 multiplier for FLEX Index Options                                                    this provision and
 is 100).                                                                             includes the fact that the
                                                                                      index multiplier for all
                                                                                      FLEX Index Options is 100
                                                                                      in this provision, rather
                                                                                      than in a definition, as
                                                                                      the term index multiplier
                                                                                      is not otherwise used in
                                                                                      the proposed rule.
 type of option (i.e., put   Rule 24A.4(a)(2)(ii),   Rule 4.21(b)(2).......  The proposed rule change
 or call), except an Asian-settled    (b)(5) and (6).                                 refers to type of option,
 or Cliquet-settled FLEX Option                                                       which is defined in Rule
 series may only be a call.                                                           1.1 in the shell Rulebook
                                                                                      as put or call. The
                                                                                      proposed rule change also
                                                                                      combines the provisions
                                                                                      regarding the permissible
                                                                                      type of option available
                                                                                      for Asian-settled and
                                                                                      Cliquet-settled FLEX
                                                                                      Options, so that
                                                                                      provisions regarding types
                                                                                      of options available for
                                                                                      FLEX Option series are
                                                                                      included in the same
                                                                                      place.
 exercise style, which may   Rules 1.1(aa) and (cc)  Rule 4.21(b)(3).......  Only nonsubstantive
 be American-style or European-       and 24A.4(a)(2)(iii).                           changes.
 style, except an Asian-settled or
 Cliquet-settled FLEX Option series
 may only be European-style.

[[Page 54675]]

 
 expiration date, which may  Rule 24A.4(a)(2)(iv),   Rule 4.21(b)(4).......  The proposed rule change
 be any business day (specified to    (a)(5), and (a)(6).                             incorporates the concept
 the day, month, and year) no more                                                    that a FLEX Option series
 than 15 years from the date on                                                       is available for trading
 which a FLEX Trader submits a FLEX                                                   only when a FLEX Trader
 Order to the System, except an                                                       submits a FLEX Order to
 Asian-settled or Cliquet-settled                                                     the System, and therefore
 FLEX Option series, which must                                                       the date on which the FLEX
 have an expiration date that is a                                                    Order is submitted is the
 business day but may only expire                                                     date from which the
 350 to 371 days (which is                                                            expiration date is
 approximately 50 to 53 calendar                                                      measured (this is
 weeks) from the date on which a                                                      consistent with FLEX
 FLEX Trader submits a FLEX Order                                                     trading today, pursuant to
 to the System.                                                                       which a FLEX series may
                                                                                      only be opened for trading
                                                                                      through the RFQ process).
                                                                                      The proposed rule change
                                                                                      also includes all
                                                                                      provisions regarding
                                                                                      permissible expiration
                                                                                      dates in the same place.
 settlement type \23\:
    [cir] FLEX Equity Options are    Rules 24A.1(aa)         Rule 4.21(b)(5).......  The proposed rule change
     (i) settled with physical        through (cc) and                                uses the term ``settlement
     delivery of the underlying       24A.4(a)(2)(iv) and                             type'' to describe all
     security; and (ii) subject to    (b)(3) through (6),                             potential ways in which
     the exercise by exception        (c)(3) through (4),                             the settlement value will
     provisions of OCC Rule 805.      and Interpretation                              be determined (current
                                      and Policy .01.                                 rules also use the term
                                                                                      settlement style), and
                                                                                      includes all provisions
                                                                                      regarding the permissible
                                                                                      settlement types in a
                                                                                      single place.
    [cir] FLEX Index Options are
     settled in U.S. dollars and
     may be:
        (i) a.m.-settled; \24\
        (ii) p.m.-settled,\25\, or
        (iii) for a FLEX Index
         Option on a broad-based
         index, Asian-settled or
         Cliquet-settled (which
         have unique settlement
         procedures); \26\
 exercise price (which the   Rule 24A.4(a)(2)(v),    Rule 4.21(b)(6).......  The proposed rule change
 System rounds to the nearest         (b)(2)(i) and (iii),                            includes all provisions
 minimum increment), which may be     (b)(6), and (c)(2)(i)                           regarding permissible
 (1) for a FLEX Equity Option or      and (iii).                                      exercise prices in a
 FLEX Index Option that is not                                                        single place within the
 Cliquet-settled, (a) a fixed price                                                   Rules. In addition to the
 expressed in terms of dollars and                                                    exercise price options in
 cents or a specific index value,                                                     proposed Rule 4.21(b)(6),
 as applicable, or (b) a percentage                                                   current Rule 24A.4(b)(2)
 of the closing value of the                                                          and (c)(2) permits
 underlying equity security or                                                        exercise prices for FLEX
 index, as applicable, on the trade                                                   Index Options to be
 date; or (2) for a FLEX Index                                                        specified as a method for
 Option that is Cliquet-settled,                                                      fixing an index value or
 the capped monthly return (which                                                     dollar amount at the time
 must be expressed in dollars and                                                     of a FLEX RFQ or a FLEX
 cents).                                                                              Order is traded, or as a
                                                                                      percentage of the index
                                                                                      value calculated at the
                                                                                      time of the trade, and for
                                                                                      FLEX Equity Options, to be
                                                                                      specified as a method for
                                                                                      fixing a dollar amount at
                                                                                      the time of a FLEX RFQ or
                                                                                      a FLEX Order is traded, or
                                                                                      as a percentage of the
                                                                                      price of the underlying
                                                                                      security at the time of
                                                                                      the trade. In the past
                                                                                      year, no FLEX Trader has
                                                                                      designated the exercise
                                                                                      price for a FLEX series in
                                                                                      any of these manners--FLEX
                                                                                      Traders have only
                                                                                      designated the exercise
                                                                                      price for a series as a
                                                                                      fixed price or as a
                                                                                      percentage of the closing
                                                                                      value of the underlying on
                                                                                      the trade date. Therefore,
                                                                                      the Exchange proposes to
                                                                                      only offer the two options
                                                                                      for exercise prices for
                                                                                      FLEX Options that are used
                                                                                      by FLEX Traders.\27\
                                                                                      Because FLEX Traders do
                                                                                      not use the other types of
                                                                                      exercise prices for FLEX
                                                                                      Options, the Exchange
                                                                                      believes elimination of
                                                                                      that functionality will
                                                                                      have a de minimis, if any,
                                                                                      impact on FLEX trading.
 All other terms of a FLEX   Rule 24A.4(a)(1)......  Rule 4.21(b)..........  Only nonsubstantive changes
 Option series are the same as                                                        of types described above.
 those that apply to non-FLEX
 Options.
Bids and offers for FLEX Options     Rules 24A.4(b)(2) and   Rule 5.3(e)(3) \29\...  The proposed rule change
 must be expressed in (a) U.S.        (c)(2) and 24A.5(e).                            adds the term ``dollars
 dollars and decimals, if the                                                         and decimals'' regarding
 exercise price for the FLEX Option                                                   how bids and offers
 series is a fixed price, or (b) a                                                    (currently referred to as
 percentage, if the exercise price                                                    premiums in Rule 24A.4(b)
 for the FLEX Option series is a                                                      and (c)) \30\ to be
 percentage of the closing value of                                                   consistent with
 the underlying equity security or                                                    terminology in Rule 5.3 in
 index on the trade date, per unit                                                    the shell Rulebook (this
 of the underlying security or                                                        is merely a change in
 index, as applicable.\28\ The                                                        terminology). The proposed
 System rounds bids and offers to                                                     rule change moves the
 the nearest minimum increment.                                                       provisions regarding the
                                                                                      form of bids and offers of
                                                                                      FLEX Options to Rule 5.3
                                                                                      in the shell Rulebook, so
                                                                                      that all provisions
                                                                                      regarding the form of bids
                                                                                      and offers for all options
                                                                                      eligible for trading on
                                                                                      the Exchange are included
                                                                                      in a single Rule. The
                                                                                      proposed rule change adds
                                                                                      detail that the bid and
                                                                                      offer amount is per unit
                                                                                      of the underlying security
                                                                                      or index, as applicable.
                                                                                      This is true today and is
                                                                                      merely adding detail to
                                                                                      the rules.\31\ The
                                                                                      proposed rule change makes
                                                                                      no substantive changes to
                                                                                      the form and manner in
                                                                                      which FLEX Traders may
                                                                                      make bids and offers on
                                                                                      FLEX Options.
The Exchange determines the minimum  Rules 24A.4(b)(2) and   Rule 5.4(c)(4) \33\...  The proposed rule change
 increment for bids and offers on     (c)(2) and 24A.5(e)                             moves the provisions
 FLEX Options on a class-by-class     \32\.                                           regarding the minimum
 basis, which may not be smaller                                                      increment for FLEX Options
 than (a) $0.01, if the exercise                                                      to Rule 5.4 in the shell
 price for the FLEX Option series                                                     Rulebook, so that all
 is a fixed price, or (b) 0.01%, if                                                   provisions regarding
 the exercise price for the FLEX                                                      permissible minimum
 Option series is a percentage of                                                     increments for all options
 the closing value of the                                                             eligible to trade on the
 underlying equity security or                                                        Exchange are included in a
 index on the trade date. The                                                         single Rule.\34\
 System rounds bids and offers to
 the nearest minimum increment.
FLEX Traders may apply trade         Rules 24A.1(y),         N/A...................  Currently, FLEX Traders may
 conditions to FLEX Orders.           24A.4(a)(3)(ii) and                             designate FLEX Orders as
                                      (4)(ii), and                                    immediate-or-cancel
                                      24A.5(d)(3) \35\.                               (``IOC''), which executes
                                                                                      (in whole or in part) as
                                                                                      soon as it is represented
                                                                                      or is cancels (or the
                                                                                      unexecuted portion
                                                                                      cancels). As further
                                                                                      discussed below, the will
                                                                                      not make a FLEX Book
                                                                                      available following the
                                                                                      technology migration.
                                                                                      Because there will be no
                                                                                      book, all FLEX Orders will
                                                                                      be functionally equivalent
                                                                                      to an IOC, which can only
                                                                                      trade (or partially trade)
                                                                                      following an auction, and
                                                                                      thus no designation will
                                                                                      be necessary.\36\
                                                                                      Additionally, FLEX Traders
                                                                                      may currently designate a
                                                                                      FLEX Order as a ``hedge,''
                                                                                      which is an electronic
                                                                                      condition that makes
                                                                                      execution of a FLEX Option
                                                                                      contingent on the trade of
                                                                                      an execution in a non-FLEX
                                                                                      Option or other non-FLEX
                                                                                      components. In the past
                                                                                      year, no FLEX Trader has
                                                                                      applied this trade
                                                                                      condition to a FLEX Order.
                                                                                      Therefore, the Exchange no
                                                                                      longer intends to offer
                                                                                      this trade condition for
                                                                                      FLEX Options. Because FLEX
                                                                                      Traders do not use this
                                                                                      trade condition for FLEX
                                                                                      Options, the Exchange
                                                                                      believes elimination of
                                                                                      this functionality will
                                                                                      have a de minimis, if any,
                                                                                      impact on FLEX trading.

[[Page 54676]]

 
Fungibility of FLEX Options........  Rule 24A.4,             Rule 4.22.............  The proposed rule change
                                      Interpretation and                              makes no substantive
                                      Policy .02.                                     changes to the fungibility
                                                                                      of FLEX Options with non-
                                                                                      FLEX options, and makes
                                                                                      various nonsubstantive
                                                                                      changes of the type
                                                                                      described above. The
                                                                                      proposed rule change
                                                                                      updates terminology in the
                                                                                      proposed provision to
                                                                                      reflect changes to the
                                                                                      FLEX trading procedures,
                                                                                      which are described below,
                                                                                      and updates cross-
                                                                                      references to applicable
                                                                                      Rules in the shell
                                                                                      Rulebook. The proposed
                                                                                      rule change adds a cross-
                                                                                      reference to the rule
                                                                                      (Rule 5.1(d) in the shell
                                                                                      Rulebook) that lists
                                                                                      Exchange holidays rather
                                                                                      than use the term
                                                                                      ``Exchange holiday'' so
                                                                                      that market participants
                                                                                      will know where in the
                                                                                      Rules to look to know what
                                                                                      constitutes an Exchange
                                                                                      holiday. The proposed rule
                                                                                      change deletes the phrase
                                                                                      that states Interpretation
                                                                                      and Policy .02 (proposed
                                                                                      Rule 4.22) applies to all
                                                                                      FLEX Options. The proposed
                                                                                      rule lists no exceptions
                                                                                      for when this provision
                                                                                      applies to FLEX Options,
                                                                                      and therefore this phrase
                                                                                      is unnecessary.
----------------------------------------------------------------------------------------------------------------


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

    \20\ As noted above, the Exchange intends to move current Rules 
24A.5A and 24A.5B regarding FLEX AIM and SAM Auctions, respectively, 
to Rules 5.73 and 5.74, respectively, in the shell Rulebook in a 
separate filing.
    \21\ The Exchange notes there is an electronic book available 
for FLEX Options today, but only being used by one FLEX Trader for a 
limited purpose, as further discussed below, and only for 
approximately 1.2% of FLEX trading. Therefore, the vast majority of 
FLEX Option series are established for trading today in the same 
manner as they will be able to be established pursuant to the 
proposed rule change. See current Rule 24A.5(a) (which states the 
Request for Quotes (``RFQ'') process is required to open trading in 
a new series (unless the auction process under Rule 24A.5A or 24A.5B 
is used to open trading in a new series); and (b).
    \22\ Rule 5.20 in the shell Rulebook also provides the Exchange 
with authority to halt trading in a FLEX Option, even if trading in 
a non-FLEX Option with the same underlying is not halted. While such 
situation would be rare, there may be unusual circumstances that 
would cause the Exchange to halt trading in the FLEX Option (see 
Rule 5.20(a)(5) in the shell Rulebook).
    \23\ FLEX Index Options are cash-settled in U.S. dollars, and 
FLEX Equity Options are physical settled, subject to the exercise by 
exception provisions of Options Clearing Corporation (``OCC'') Rule 
805. See current Rule 24A.4(b)(4) and (c)(3) and (4) (proposed Rule 
4.21(a)(5)).
    \24\ The exercise settlement value for an a.m.-settled FLEX 
Index Option series is determined by reference to the reported level 
of the index derived from the reported opening prices of the 
component securities. See current Rule 24A.4(b)(3) (proposed Rule 
4.21(b)(5)(A)). The proposed rule change eliminates the defined term 
Expiration Friday, as it is not used elsewhere in the Rules. The 
proposed rule change deletes the provision regarding the exercise 
settlement value of FLEX Index Options on the NYSE Composite Index, 
as the Exchange no longer lists options on that index for trading. 
The proposed rule change includes the provisions regarding how the 
exercise settlement value is determined for each settlement type, as 
how the exercise settlement value is determined is dependent on the 
settlement type.
    \25\ The exercise settlement value for a p.m.-settled FLEX Index 
Option series is determined by reference to the reported level of 
the index derived from the reported closing prices of the component 
securities. See current Rule 24A.4(b)(3) (proposed Rule 
4.21(b)(5)(B)). A FLEX Index Option that expires on any business day 
that falls on or within two business days of a third Friday-of-the-
month for a non-FLEX Option (other than a QIX option) may only be 
a.m.-settled; however, FLEX Index Options with an expiration date on 
the third-Friday of the month may be p.m.-settled pursuant to a 
pilot program ending the earlier of November 4, 2019 or the date on 
which the pilot program is approved on a permanent basis. See 
current Rule 24A.4, Interpretation and Policy .01 (proposed Rule 
4.21(a)(5)(B)).
    \26\ Asian-settled FLEX Index Options have an exercise 
settlement value based on an arithmetic average of the specified 
closing prices of an underlying broad-based index taken on 12 
predetermined monthly observation dates (including on the expiration 
date), which dates the FLEX Trader specifies. Cliquet-settled FLEX 
Index Options have an exercise settlement value equal to the greater 
of $0 or the sum of capped monthly returns (i.e., percent changes in 
the closing value of the underlying broad-based index from one month 
to the next) applied over 12 predetermined monthly observation dates 
(including an expiration date), which dates and monthly cap value 
(which must be no smaller than $0.05 and no larger than $25.95, and 
in an increment of $0.05) the FLEX Trader specifies. For Asian- and 
Cliquet-settled FLEX Index Options, if a monthly observation date 
falls on a non-business day, the monthly observation occurs on the 
immediately preceding business days. See current Rule 24A.1(aa) 
through (cc) and 24A.4(b)(5) and (6) (proposed Rule 4.21(b)(5)(C) 
and (D)). The proposed rule change deletes the definition of 
``preceding business day convention'' and incorporates its meaning 
into the descriptions of each of Asian-settled and Cliquet-settled, 
as that defined term is not otherwise used in the Rules, and also 
incorporates the defined term ``business day.'' See Rule 1.1 in the 
shell Rulebook.
    \27\ The proposed rule change also deletes current Rule 24A.5, 
Interpretation and Policy .02, which relates only to FLEX Options 
with exercise prices specified using the terms that the proposed 
rule change deletes (i.e., exercise prices for FLEX Index Options 
specified as a method for fixing an index value or dollar amount at 
the time of a FLEX RFQ or a FLEX Order is traded, or as a percentage 
of the index value calculated at the time of the trade, and for FLEX 
Equity Options, specified as a method for fixing a dollar amount at 
the time of a FLEX RFQ or a FLEX Order is traded, or as a percentage 
of the price of the underlying security at the time of the trade), 
and any other provisions in Rules 24A.1, 24A.4, and 24A.5 related to 
these exercise types.
    \28\ While the current rule permits bids and offers to be in a 
different format than the exercise price, the current functionality 
does not permit this. Therefore, the proposed rule change makes it 
clear that bids and offers must be in the same format as the 
exercise price, as it would be difficult to apply a dollar price for 
a FLEX Option series with a percentage-based exercise price.
    \29\ The proposed rule change also updates the subparagraph 
numbering in Rule 5.3(e) in the shell Rulebook.
    \30\ The term ``premium'' refers to the prices at which a market 
participant is willing to trade an option, which is also referred to 
as a bid or offer. The proposed rule change just uses the terms bids 
and offers in proposed Rule 5.3(e)(3), which is consistent with the 
bid and offer provisions for other types of options in Rule 5.3 in 
the shell Rulebook.
    \31\ It is also consistent with language applicable to bids and 
offers in non-FLEX Options. See Rule 5.3(a) in the shell Rulebook.
    \32\ The proposed rule change deletes the provision regarding 
the Exchange's pronouncement of minimum increments for FLEX by 
regulatory circular, as the Exchange will announce all 
determinations pursuant to Rule 1.5 in the shell Rulebook (see also 
Rule 1.2 in the current Rulebook).
    \33\ The proposed rule change also updates the subparagraph 
numbering in Rule 5.4(c) in the shell Rulebook.
    \34\ The Exchange notes the current rules reference the term 
``minimum tick'' as well as ``other decimal increment.'' The term 
``minimum tick'' generally refers to the minimum increment 
applicable to an option, which in non-FLEX trading is a dollar 
amount. Because FLEX Options may also have a minimum increment in a 
percentage, that is included in the reference in the current rules 
to ``other decimal increment.'' However, the Exchange believes the 
term ``minimum increment'' applies to both formats (dollars and 
percentage), and therefore eliminates the reference to tick.
    \35\ The proposed rule change deletes all additional provisions 
in current Chapter XXIVA of the current Rulebook related to these 
trade conditions.
    \36\ As set forth in proposed Rule 5.72(c)(3)(B), and as 
discussed below, a FLEX Order may trade in whole or in part 
following an electronic FLEX Auction, as any unexecuted FLEX Order 
(or unexecuted portion) cancels at the conclusion of the auction.
---------------------------------------------------------------------------

    Pursuant to Rule 5.6(a) in the shell Rulebook, the Exchange may 
make order types, Order Instructions, and Times-in-Force available on a 
class basis. Pursuant to that authority, which authority the Exchange 
currently has pursuant Rule 6.53 in the current Rulebook, the proposed 
rule change adopts Rule 5.70(a) in the shell Rulebook to state that it 
may make the following order types, Order Instructions, and Times-in-
Force available for orders submitted in FLEX Options (``FLEX Orders''): 
\37\
---------------------------------------------------------------------------

    \37\ See Rule 5.6 in the shell Rulebook for definitions of these 
order types, Order Instructions, and Times-in-Force. The proposed 
rule change deletes the corresponding current definition of FLEX 
Order in current Rule 24A.1(j). The only proposed substantive change 
to the definition of FLEX Order is the deletion of the reference to 
the submission of FLEX Orders to the electronic book, as there will 
no longer be a FLEX Book available (consistent with the Exchange's 
current authority to not make a FLEX Book available), as discussed 
below. Because all FLEX Traders, including FLEX Market-Makers, will 
submit FLEX Orders, and responses to FLEX Auctions, in the same 
manner, the proposed rule change does not distinguish between bids 
and offers submitted by different types of FLEX Traders, and also 
deletes the defined term ``FLEX Quote'' from current Rule 24A.1(k).


[[Page 54677]]


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

 Order Types--limit orders
 Order Instructions--All Sessions, Attributable, Direct to PAR, 
Electronic Only, Non-Attributable, Not Held, and RTH Only
 Times-in-Force--Day

Given that FLEX Orders will only be eligible to trade following an 
electronic or open outcry FLEX Auction and not rest in an electronic 
book or route away (for which most Order Instructions and Times-in-
Force set forth in Rule 5.6 in the shell Rulebook are relevant), the 
Exchange believes these are appropriate designations for FLEX Orders. 
Because there is no existing market for FLEX Options, and thus no price 
protections available to ensure execution of FLEX Orders at reasonable 
prices, the Exchange believes it is appropriate to only permit FLEX 
Options be submitted as limit orders. The Direct to PAR and Electronic 
Only Order Instructions permit a FLEX Trader to determine whether it 
wants a FLEX Order to be eligible for electronic execution or subject 
to manual handling for execution in open outcry on the Exchange's 
trading floor. Additionally, as set forth in Rule 5.1(c) of the shell 
Rulebook, following the migration the Exchange may designate certain 
FLEX Option classes as eligible for trading during the Global Trading 
Hours sessions, and the All Sessions and RTH Only designations will 
permit a FLEX Trader to determine in which trading session(s) it wants 
a FLEX Order to be eligible for execution. While not specified in the 
Rules, FLEX Traders may designate a FLEX Order as Attributable 
(pursuant to the Exchange's authority pursuant to current Rule 6.53, 
which permits the Exchange to make certain order types available on a 
class basis). FLEX Orders not designated as Attributable will be Non-
Attributable.\38\
---------------------------------------------------------------------------

    \38\ See definitions of ``Attributable Order'' and ``Non-
Attributable Order'' in current Rule 6.53 (Rule 5.6(c) in the shell 
Rulebook). Attribution has no impact on trading, and merely relates 
to information that a FLEX Trader may want disseminated with respect 
to its orders.
---------------------------------------------------------------------------

    Current Rules 24A.4(a)(2) and 24A.5, Interpretation and Policy .01 
contemplate the availability of complex orders for FLEX trading. 
Proposed Rule 5.70(b) explicitly states the Exchange may make complex 
orders, including security future-option orders and stock-option 
orders,\39\ available for FLEX trading. Complex FLEX Orders may have up 
to the maximum number of legs determines by the Exchange. Each leg of a 
complex FLEX Order:
---------------------------------------------------------------------------

    \39\ See definition of complex order in Rule 1.1 of the current 
Rulebook and Rule 1.1 of the shell Rulebook, which provide that 
unless the context otherwise requires, the term ``complex order'' 
includes a stock-option order and a security future-option order. 
Additionally, proposed Rule 5.70(b) is consistent with current 
Exchange authority to determine in which classes complex orders 
(including FLEX classes) may be made available for trading, and to 
determine the maximum number of legs for a complex order. See 
definition of complex order in Rule 1.1 of the current Rulebook 
(which states the Exchange determines in which classes complex 
orders are eligible for processing). The proposed rule change merely 
states this authority explicitly for FLEX complex orders.
---------------------------------------------------------------------------

     Must be for a FLEX Option series authorized for trading 
\40\ with the same underlying equity security or index; \41\
---------------------------------------------------------------------------

    \40\ Current Rule 24A.4(a)(2) provides that each component of a 
multi-legged RFQ or FLEX Order must contain the information required 
for a FLEX series, as specified in that Rule and in proposed Rule 
4.21(b).
    \41\ This is consistent with current Rules (see Rule 1.1 of the 
current Rulebook and Rule 1.1 of the shell Rulebook), as a complex 
order may consist of legs in multiple series in the same class 
(i.e., the same underlying security or index). Therefore, the 
proposed rule change merely explicitly states this in the rules for 
FLEX Option complex orders.
---------------------------------------------------------------------------

     must have the same exercise style (American or European); 
and
     for a FLEX Index Option, may have different settlement 
types (a.m.-settled or p.m.-settled),\42\ except each leg must have the 
same settlement type if designated as Asian-settled or Cliquet-settled.
---------------------------------------------------------------------------

    \42\ The current Rules does not restrict legs of a complex order 
to all be either a.m.-settled or p.m.-settled.

The Exchange believes requiring the legs of a FLEX Option complex order 
to have the same exercise style is appropriate given the conflict that 
would arise with legs with different exercise styles. Similarly, the 
Exchange believes requiring the legs of a FLEX Option complex order to 
have the same settlement type for Asian-settled and Cliquet-settled 
FLEX Index Options is appropriate given the complex nature of those 
settlement types. The Exchange believes this may alleviate any 
potential difficulties that may arise if the market needed to price 
such complex strategies. The Exchange notes it has not receive any 
complex orders at least within the last year that have legs with 
difference exercise styles, or that have legs that are Asian-settled 
and Cliquet-settled with other legs that have a different settlement 
types.
    Proposed Rule 5.70(c) states a FLEX Trader may enter a FLEX Order 
into the System during the times set forth in Rule 5.7 of the shell 
Rulebook.\43\ This proposed rule change merely applies the rule that 
sets forth the times at which the System is available to receive orders 
to FLEX Orders. The System only available for receipt of a FLEX Order 
at the times at which the System is available for all other orders.
---------------------------------------------------------------------------

    \43\ Rule 5.7 in the shell Rulebook provides that Users can 
enter orders and quotes into the System, or cancel previously 
entered orders and quotes, from 2:00 a.m. Eastern Time until Regular 
Trading Hours market close, subject to certain terms and conditions.
---------------------------------------------------------------------------

    A FLEX Trader must designate a FLEX Order entered prior to the 
opening of the applicable trading session or during a trading halt as 
Direct to PAR; the System rejects a FLEX Order designated as Electronic 
Only prior to the opening of the applicable trading session or during a 
trading halt. As discussed below, there will be no electronic book in 
which FLEX Orders may rest, and FLEX Orders may only be submitted for 
electronic execution into a FLEX auction. Therefore, a FLEX Order 
designated for electronic execution would have nowhere to rest if 
submitted when trading on the Exchange is not open. Because a FLEX 
Order designated as Direct to PAR (like any order designated as Direct 
to PAR) would rest on a PAR workstation and be available for manual 
handling by a Floor Broker after the opening of trading, there is not 
risk of execution of such an order submitted to the Exchange while 
trading is not available on the Exchange.
    Proposed Rule 5.72 describes the procedures for FLEX trading on the 
Exchange following the migration. As noted above, trading of FLEX 
Options is subject to all other Rules applicable to the trading of 
options on the Exchange, unless otherwise provided in proposed Chapter 
5, Section F of the shell Rulebook.\44\ Because there will be no 
electronic book available in which FLEX Orders may rest,\45\ a FLEX 
Option series is only eligible for trading if a FLEX Trader (the 
``Submitting FLEX Trader'') (a) submits a FLEX Order for that series 
into an electronic FLEX Auction pursuant to proposed Rule 5.72(c) (as 
described below); (b) represents the FLEX Order in an open outcry FLEX 
Auction pursuant to proposed Rule 5.72(d) (as described below); or 
submits the FLEX Order to a FLEX AIM or SAM Auction pursuant to Rule 
5.73 or 5.74, respectively, of the shell Rulebook.\46\

[[Page 54678]]

This is consistent with current Rule 24A.5(a), which states the current 
RFQ process is required to open trading in a new series (unless the 
auction process in current Rules 24A.5A or 24A.5B (current Rules 
describing FLEX AIM and SAM Auctions, respectively) is used to open 
trading in a new series), which RFQ process may be conducted through 
the System or in open outcry. The proposed rule change only makes 
nonsubstantive changes, including to update rule cross-references and 
conform terminology to the proposed trading procedures.
---------------------------------------------------------------------------

    \44\ See proposed Rule 5.72(a) (current Chapter XXIV, 
Introduction).
    \45\ This is consistent with current Exchange authority pursuant 
to current Rule 24A.5(b) to not make an electronic book available 
for FLEX Auctions.
    \46\ See proposed Rule 5.72(b).
---------------------------------------------------------------------------

    The proposed rule change makes explicit the requirements for both 
simple and complex FLEX Orders:
     A FLEX Order for a FLEX Option series submitted to the 
System must include all terms for a FLEX Option series set forth in 
Rule 4.21 (including that a non-FLEX Option series with identical terms 
is not listed for trading), size, side of the market, and a bid or 
offer price, subject to the order entry requirements set forth in Rule 
5.7 of the shell Rulebook.\47\
---------------------------------------------------------------------------

    \47\ See proposed Rule 5.72(b)(1).
---------------------------------------------------------------------------

     A FLEX Order for a FLEX Option complex strategy submitted 
to the System must satisfy the criteria for a complex FLEX Order set 
forth in proposed Rule 5.70(b) (see discussion above) and include size, 
side of the market, a net debit or credit price, and a bid or offer 
price for each leg of the FLEX Order, which leg prices must add 
together to equal the net price.\48\ Additionally, each leg of the FLEX 
Option complex strategy must include all terms for a FLEX Option series 
set forth in Rule 4.21 (including that a non-FLEX Option series with 
identical terms is not listed for trading), subject to the order entry 
requirements set forth in Rule 5.7 of the shell Rulebook.\49\
---------------------------------------------------------------------------

    \48\ As discussed below, current Rules requires a FLEX Trader to 
input leg prices for a complex FLEX Order following a transaction. 
The proposed rule change merely moves the requirement to input this 
information upon submission of the FLEX Order, rather than following 
a transaction.
    \49\ See proposed Rule 5.72(b)(2).
---------------------------------------------------------------------------

    These proposed order requirements are consistent with current Rule 
24A.4(a)(2), 24A.4(a)(3)(iv), and 24A.4(a)(4). Those current provisions 
state every RFQ Order must contain one element from each contract term 
category and the same transaction specifications as the related RFQ 
(and any additional trade conditions, which as discussed below, will no 
longer be available following migration), and that every RFQ Order must 
contain the quote type and form sought (i.e., the RFQ order must 
specify whether it seeks bids or offers, the size of the order, whether 
it seeks responses as a dollar amount or percentage, and contingencies 
and trade conditions (which will no longer be available following 
migration)). Additionally, with respect to complex orders, the current 
rules add that each component series in a multilegged FLEX RFQ or FLEX 
Order must include all terms of a FLEX Option series. As discussed 
above, pursuant to the proposed rule change, bids and offers for a FLEX 
Option series must be expressed in dollars and decimals, if the 
exercise price of the series is a fixed price, or as a percentage, if 
the exercise price of the series is a percentage of the closing value 
of the underlying equity security or index. Therefore, the proposed 
rule change does not require the submission of a FLEX Order to identify 
whether it seeks bid and offer responses in the form of a dollar amount 
or percentage, as that is dictated by the format of the exercise price 
of the FLEX Option series in the FLEX Order. Rule 5.7 of the shell 
Rulebook includes provisions that apply to all order submitted to the 
Exchange, including FLEX Orders. Therefore, the proposed rule change 
makes no substantive changes to the required information for a simple 
FLEX Order, and makes only nonsubstantive changes to the language in 
the proposed provision.
    Current Rule 24A.5 describes how electronic and open outcry trading 
in FLEX Options may occur on the Exchange today.\50\ To initiate an 
electronic RFQ,\51\ a TPH (the ``Submitting TPH'') \52\ submits an RFQ 
with the terms of a FLEX Option series, as well as whether the 
Submitting TPH is requesting a bid, offer, or both.\53\ The System then 
communicates the terms of the RFQ to FLEX Traders.\54\ Only one 
electronic RFQ may be ongoing at a given time in a series, and 
electronic RFQs may not overlap or queue.\55\ During the RFQ Response 
Period (which is the period of time during which FLEX Traders may 
provide bids and offers in response to RFQs),\56\ FLEX Traders 
(including the Submitting TPH) \57\ may then submit bids and offers in 
response to the RFQ, which they may withdraw during that period.\58\ 
Current Rule 24A.5(a)(1)(ii)(A) does not permit options market-makers 
from another options exchange to enter bids and offers (currently 
referred to in the Rules as FLEX Quotes (see current Rule 24A.1(k)) in 
response to an RFQ. The Exchange does not believe this restriction is 
necessary and proposes to delete it, and therefore permit all FLEX 
Traders to provide liquidity in electronic FLEX auctions. The Exchange 
believes permitting additional participants to submit responses to FLEX 
Auctions will provide the opportunity for additional liquidity in these 
auctions, which could lead to additional price improvement 
opportunities.
---------------------------------------------------------------------------

    \50\ Current Rule 24A.5, Interpretation and Policy .01 describes 
how the electronic RFQ process applies to complex FLEX Orders, which 
the proposed rule change also deletes, as complex FLEX orders will 
trade electronically in the same manner as simple FLEX orders.
    \51\ See current Rule 24A.5(a)(1) for a description of the 
electronic RFQ process.
    \52\ This proposed definitions replaces the current definition 
of a Submitting TPH in current Rule 24A.1(x), which the proposed 
rule change deletes. The proposed rule change also deletes the 
provision in current Rule 24A.1(x) regarding the ability of a 
Submitting TPH to submit a FLEX Order into an electronic book, as 
there will be no electronic book available following the migration.
    \53\ See current Rules 24A.4(a)(3)(i) and 24A.5(a)(1)(i)(A).
    \54\ See current Rule 24A.5(a)(1)(i)(B).
    \55\ Id.
    \56\ See current Rule 24A.1(u).
    \57\ Pursuant to Rule 1.1 in the shell Rulebook, a User must 
specify the Capacity (which is defined in Rule 1.1 of the shell 
Rulebook as the capacity in which a User submits an order, which the 
User specifies by applying the corresponding code to the order; the 
Exchange notes the various Capacity codes listed in Rule 1.1 will be 
available for FLEX Orders) of each order upon submission to the 
Exchange (Rule 5.7(f) in the shell Rulebook requires at least the 
information specified in that rule to be input upon submission of an 
order prior to representation on the Exchange, and requires any 
additional information with respect to that order to be input 
contemporaneously). While responses to FLEX Auctions will no longer 
be restricted by Capacity, the Exchange uses Capacity information 
for a variety of reasons, including prioritization in certain 
transactions as well as several surveillances for compliance with 
various regulatory obligations.
    \58\ See current Rule 24A.5(a)(1)(ii)(B). The proposed rule 
change permits responses to be modified or cancelled, as opposed to 
just cancelled/withdrawn. Modification of a response is equivalent 
to cancelling and reentering a response, which is permitted under 
the current rule, and is merely a different type of message to 
accomplish the same thing. The proposed rule change deletes the 
reference to the obligations of a FLEX Appointed Market-Maker from 
that provision in the current Rules, as the Exchange does not 
currently have any FLEX Appointed Market-Makers and does not intend 
to in the future, and thus is deleting provisions related to FLEX 
Appointed Market-Makers from the Rules.
---------------------------------------------------------------------------

    Currently, the Submitting TPH may designate the length of the RFQ 
Response Period when initiating the RFQ, which time must be within a 
time range established by the Exchange and not less than three 
seconds.\59\ During the RFQ Response Period, the System calculates and 
disseminates the then-current market given current FLEX orders and 
quotes.\60\ At the conclusion of the RFQ Response Period, the 
Submitting TPH may accept or reject the

[[Page 54679]]

bids and offers submitted during the RFQ Response Period within an RFQ 
Reaction Period, the length of which the Exchange determines on a 
class-by-class basis and may not be more than five minutes.\61\ During 
the RFQ Reaction Period, FLEX Traders may continue to submit or cancel 
responses, and the Submitting TPH may accept bids and offers or cancel 
the RFQ (or let it expire).\62\ During the RFQ Reaction Period, the 
System calculates and disseminates the then-current market given 
current FLEX orders and quotes.\63\
---------------------------------------------------------------------------

    \59\ See current Rule 24A.4(a)(3)(iii); see also Cboe Options 
Regulatory Circular RG12-056 (April 20, 2012) (which sets the 
current range for RFQ Response Periods as three seconds to ten 
minutes).
    \60\ See current Rule 24A.5(a)(1)(ii)(C).
    \61\ See current Rule 24A.5(a)(1)(iii)(A). Currently, the 
Exchange has set the maximum time of the Reaction Period at three 
minutes. See Cboe Options Regulatory Circular RG12-056 (April 20, 
2012).
    \62\ See current Rule 24A.5(a)(1)(iii)(B)(I) and (III). The 
proposed rule change deletes the reference to the obligations of a 
FLEX Appointed Market-Maker from that provision in the current 
Rules, as the Exchange does not currently have any FLEX Appointed 
Market-Makers and does not intend to in the future, and thus is 
deleting provisions related to FLEX Appointed Market-Makers from the 
Rules. The proposed rule change also deletes the provision regarding 
the inability to submit FLEX Orders to the electronic book during 
the RFQ Reaction Period, as there will be no electronic book for 
FLEX Orders, as further discussed below.
    \63\ See current Rule 24A.5(a)(1)(iii)(B)(II).
---------------------------------------------------------------------------

    If the Submitting TPH chooses to trade, it may enter the RFQ Order 
to trade with one side of the market provided by the RFQ.\64\ The FLEX 
Order will trade with contra-side interest first at the best prices. If 
there are multiple bids or offers available at the same price, then the 
FLEX Order is allocated as follows:
---------------------------------------------------------------------------

    \64\ See current Rule 24A.5(a)(1)(iii)(B)(IV). If the Submitting 
TPH enters a response during the RFQ Reaction Period, it must bid or 
offer for at least the crossing exposure period prior to entering 
the FLEX Order (which period the Exchange establishes on a class-by-
class basis and may not be less than three seconds, which the 
Exchange has currently established as three seconds).
---------------------------------------------------------------------------

     Bids and offers for the account of public customers and 
non-TPH broker-dealers in time priority;
     bids and offers of a FLEX Appointed Market-Maker if the 
Exchange has applied a participation entitlement; \65\ and
---------------------------------------------------------------------------

    \65\ See current Rule 24A.5(d)(2)(ii). Current Rule 24A.1(h) 
defines a ``FLEX Market-Maker'' as a FLEX Trader (see proposed Rule 
3.57 in the shell Rulebook) that is appointed as a FLEX Appointed 
Market-Maker or a FLEX Qualified Market-Maker, each as described in 
current Rule 24A.9. The proposed rule change intends to move the 
definition of a FLEX Market-Maker, as well as the rule provisions 
regarding the roles of a FLEX Market-Maker, to the shell Rulebook in 
a separate rule filing.
---------------------------------------------------------------------------

     all other bids and offers in time priority.
    Any remaining balance of the FLEX Order would enter the FLEX Book 
(if the Exchange made a FLEX Book available) or be cancelled (if there 
was no FLEX Book). The Submitting TPH has no obligation to accept any 
FLEX bid or offer.\66\
---------------------------------------------------------------------------

    \66\ See current Rule 24A.5(a)(iii)(C). The current Rules 
include additional provisions regarding what happens if the RFQ 
Market is locked or crossed, and what happens to any unexecuted 
responses at the conclusion of the RFQ Reaction Period. As discussed 
below, there will be no market, as FLEX electronic auctions will be 
one-sided, so there cannot be a locked or crossed market, and 
responses may only execute against the FLEX Order submitted into the 
auction.
---------------------------------------------------------------------------

    The Exchange proposes to replace the current electronic RFQ process 
\67\ with a new electronic FLEX Auction process. Pursuant to proposed 
Rule 5.72(c), a Submitting FLEX Trader may electronically submit a FLEX 
Order (simple or complex) into an electronic FLEX Auction for 
execution. Pursuant to proposed Rule 5.72(c)(1), the Submitting FLEX 
Trader may initiate a FLEX Auction if all of the following conditions 
are met:
---------------------------------------------------------------------------

    \67\ Therefore, the proposed rule change deletes all provisions 
that describe the current electronic RFQ process and related 
definitions, including Rules 24A.1(a), (b), (k), (r), (s), (t), (u), 
(v), and (z) (note certain of these definitions also apply to open 
outcry RFQs, which the Exchange proposes to eliminate and replace 
with a different manner of open outcry trading for FLEX options, as 
discussed below), 24A.4(a)(3), and 24A.5(a)(1).
---------------------------------------------------------------------------

     The FLEX Order is in a class of options the Exchange is 
authorized to list for trading on the Exchange.\68\ As discussed above 
regarding proposed Rule 5.72(b), a FLEX Order must be in a FLEX Option 
series (or FLEX Option complex strategy, each of which consists of a 
FLEX Option series), which series must be in a FLEX eligible class.\69\ 
The proposed rule change is therefore consistent with current 
requirements for submission of a FLEX Order into a FLEX Auction.
---------------------------------------------------------------------------

    \68\ See current Rule 24A.4(a)(2), (b)(1) and (c)(1) (which 
provide that a FLEX Order must contain the underlying security or 
index, as applicable, which underlying must be eligible for non-FLEX 
trading pursuant to current Rules 5.3 or 24.2, respectively).
    \69\ See proposed Rule 4.21 and accompanying discussion above, 
demonstrating the proposed rule change makes no substantive changes 
to the classes that are eligible for FLEX trading on the Exchange.
---------------------------------------------------------------------------

     There is no minimum size for FLEX Orders. Current Rule 
24A.5 includes no restrictions on the size of FLEX Orders that may be 
submitted for electronic execution. Therefore, the proposed rule change 
is consistent with current functionality and merely specifies this in 
the Rules.
     A simple or complex FLEX Order must comply with proposed 
paragraph (b) above. As discussed above, current Rules require FLEX 
Orders (and RFQ Orders, which are orders submitted into an electronic 
FLEX RFQ, which is being replaced by the proposed electronic FLEX 
Auction) to include the information in proposed paragraph (b), so this 
proposed rule change imposes no new requirements on the submission of 
FLEX Orders into an auction. As discussed below, the only difference is 
that the Submitting TPH must submit the FLEX Order to initiate the 
electronic FLEX Auction, rather than initiate an RFQ and only submit an 
order if it chooses to trade following the conclusion of the RFQ 
Response Period.
     A simple FLEX Order must include a bid or offer price (the 
``auction price''). A complex FLEX Order must include a net bid or 
offer price and a bid or offer price for each leg of the FLEX Order, 
which leg prices must add together to equal the net price (the 
``auction price''). Because the current process is an RFQ rather than 
an auction, the Submitting TPH does not include a price on RFQ when 
initiating an RFQ. Requiring the inclusion of a price on a FLEX Order 
when initiating an electronic FLEX Auction is consistent with an 
auction process. As discussed below, the auction price will not be 
included on the auction notification message disseminated to FLEX 
Traders,\70\ and therefore FLEX Traders will be encouraged to submit 
their best priced responses in response to the auction as they are 
today when submitting their markets in response to the RFQ.
---------------------------------------------------------------------------

    \70\ Other Exchange auction mechanisms do not include the price 
on the auction notification message disseminated to market 
participants. See, e.g., Rules 5.33(d)(1) (regarding the auction 
message for a complex order auction (``COA'') and 5.37(d)(2) 
(regarding the notification message for an AIM Auction for non-FLEX 
Options).
---------------------------------------------------------------------------

     The Submitting FLEX Trader may only submit a FLEX Order 
for electronic execution in a FLEX Auction after FLEX trading has 
opened pursuant to proposed Rule 5.71 (as discussed above). This is 
consistent with current Rule 24A.3, which states only after the open of 
FLEX trading may FLEX Orders be submitted into a FLEX Auctions pursuant 
to current Rules 24A.5, 24A.5A, or 24A.5B.
     The Submitting FLEX Trader must designate the length of 
the ``exposure interval,'' which must be between three seconds and five 
minutes. The designated time may not go beyond the market close. 
Current Rule 24A.4(a)(3)(iii) also requires the Submitting FLEX Trader 
to designate the length of the RFQ Response Period, the permissible 
range of which is established by the Exchange but may not be less than 
three seconds. Currently, the Exchange has set the range at three 
seconds to ten minutes.\71\ The proposed rule change to set the 
exposure interval between three seconds and five minutes is consistent 
with the

[[Page 54680]]

Exchange's current authority in the Rules, as it only requires a 
minimum of three seconds. The Exchange believes this interval is 
reasonable, because it is consistent with the lengths designated by 
FLEX Traders in the current electronic RFQ process. Specifically, the 
Exchange notes that from January through August of 2019, the average 
RFQ Response period is less than nine seconds, and the average RFQ 
Reaction period is approximately three minutes. Therefore, the average 
length of the electronic RFQ process is within the proposed exposure 
interval. Additionally, in 2019, only 25 of 3457 (or 0.7%) of 
electronic FLEX RFQs lasted for a total of more than five minutes in 
2019, so the Exchange does not believe capping the length of the 
proposed electronic FLEX Auction at five minutes will have a 
significant impact on FLEX trading. In addition, the Exchange believes 
a shorter maximum time is appropriate based on feedback received from 
market participants, and because FLEX Traders will only need to submit 
responses on the opposite side of the auctioned FLEX Order, rather than 
responses on potentially both sides to create a market. As further 
discussed below, the Exchange believes a shortened auction process may 
increase liquidity in the electronic FLEX market on the Exchange.
---------------------------------------------------------------------------

    \71\ See Cboe Options Regulatory Circular RG12-056 (April 20, 
2012).

The System rejects or cancels a FLEX Order that does not meet the 
conditions in proposed Rule 5.72(c)(1). This is consistent with the 
concept of eligibility requirements, as well as current Rule 
24A.5(a)(1)(i)(A), which states a Submitting TPH may submit a FLEX RFQ 
using the form, format, and procedures prescribed by the Exchange.
    As described in the bulleted paragraphs above, the proposed 
requirements to initiate an electronic FLEX Auction are substantially 
similar to the current requirements to initiate an electronic RFQ. The 
proposed electronic FLEX Auction will be voluntary, just as the current 
electronic RFQ is voluntary, and all FLEX Traders will be able to 
initiate an electronic FLEX Auction, just as they are all able to 
currently initiate an electronic RFQ, if they so choose. However, 
rather than submit an order in response/following to an RFQ if and when 
the Submitting TPH determines to trade against RFQ responses, the 
proposed rule change requires the Submitting TPH to submit a FLEX Order 
to initiate the electronic FLEX Auction. This is consistent with the 
Exchange's other electronic auction processes,\72\ as the auction will 
result in automatic execution against any responses (if they satisfy 
the auction price) at the conclusion of the auction. The unique feature 
of FLEX Options is the flexibility with respect to their terms, which 
is why current FLEX Rules, and the proposed FLEX Rules, provide a 
longer time frame for FLEX Traders to submit bids and offers. As noted 
above, the proposed exposure interval is consistent with the Exchange's 
authority under the current Rules, and appropriately shortened given 
the one-sided nature of the proposed auction.\73\ Additionally, as 
further discussed below, the Exchange believes a generally shorter 
electronic auction process, combined with the certainty of execution at 
the conclusion if responses satisfy the price of the auctioned order, 
may encourage additional market participants to submit FLEX Orders to 
the Exchange for electronic execution.
---------------------------------------------------------------------------

    \72\ See, e.g., current Rules 6.14A (describing the Exchange's 
step-up mechanism), 6.53C (describing the Exchange's single-sided 
complex order auction), and 6.74A (describing the Exchange's price 
improvement automated improvement mechanism), all of which require 
an order with a price to initiate.
    \73\ As noted above, the length of auction intervals for non-
FLEX Options is generally under one second.
---------------------------------------------------------------------------

    Proposed Rule 5.72(c)(2) describes the FLEX Auction process. Upon 
receipt of a FLEX Order that meets the conditions in proposed 
subparagraph (c)(1), the FLEX Auction Process commences. As it does 
today,\74\ the System will initiate a FLEX Auction by sending a FLEX 
Auction notification message to FLEX Traders detailing the FLEX Option 
series or complex strategy (as applicable).\75\ The current RFQ 
identifies the terms of the FLEX Option (see current Rule 24A.4(a)(2)), 
which correspond to the series or complex strategy. Additionally, the 
current RFQ identifies whether a bid, offer, or both are sought (see 
current Rule 24A.4(a)(3)), and whether a price in dollars or percentage 
is sought (as discussed above, bids and offers must be in the same 
format as the exercise price of the FLEX Option series under proposed 
Rule 5.3(e)(3), and thus there is no need to separately identify 
whether a price in dollars or percentage is sought, as that will be 
dictated by the series' exercise price). Because the proposed process 
is a one-sided auction process, the proposed auction notification 
message will include the side and size of the auctioned order, which 
will permit FLEX Traders to focus their responses on the side on which 
a potential execution may occur. Auction ID,\76\ Capacity,\77\ the time 
at which the exposure interval will conclude,\78\ and Attribution (if 
the FLEX Order is designated as Attributable).\79\ FLEX Auction 
notification messages are not disseminated to OPRA.\80\
---------------------------------------------------------------------------

    \74\ See current Rule 24A.5(a)(1)(i)(B) (pursuant to which the 
System causes the terms and specifications of the RFQ to be 
communicated to FLEX Traders upon receipt of an RFQ in proper form).
    \75\ See proposed Rule 5.72(c)(2)(A).
    \76\ This is new information on the auction message based on the 
proposed rule change discussed below, which permits responses to 
only execute at the conclusion of the auction into which the 
responses were submitted.
    \77\ This is new information on the auction message. Because an 
order was not previously required to initiate an RFQ, there was no 
Capacity to include. Capacity will be provided on the auction 
message for informational purposes, and FLEX Traders may consider 
the Capacity in any manner they see fit when determining how to 
respond to an electronic FLEX Auction.
    \78\ While not specified in the Rules, this is true today, so 
that FLEX Traders know how long they have to submit responses.
    \79\ While not specified in the Rules, this is true today, as it 
is consistent with the concept of an attributable order. See 
definition of ``Attributable Order'' in current Rule 6.53 (Rule 
5.6(c) in the shell Rulebook).
    \80\ This is true today, as RFQs are only sent to FLEX Traders. 
See id.
---------------------------------------------------------------------------

    The FLEX Auction message will not include the price of the 
auctioned FLEX Order. The Exchange believes not including the auction 
price in the notification message will encourage FLEX Traders to 
respond with the best prices at which they are willing to trade against 
the auctioned FLEX Order. If the message included the price, FLEX 
Traders may only respond to trade at that price; without the price, 
FLEX Traders may respond at better prices, which may result in price 
improvement opportunities for the auctioned FLEX Order. This is 
consistent with other electronic auctions on the Exchange.\81\ This is 
similar to the current RFQ process today, in which there is no 
disseminated price, and instead market participants submit bids and 
offers based on prices at which they are willing to transact in the 
series subject to the RFQ.
---------------------------------------------------------------------------

    \81\ See also current Rules 6.53C and 6.74A (Rules 5.33 and 5.37 
in the shell Rulebook) pursuant to which COA auction messages and 
AIM auction messages do not include the auction price.
---------------------------------------------------------------------------

    Pursuant to current Rule 24A.5(a)(1)(i)(B), only one electronic RFQ 
may be ongoing at any given time in a series, and electronic RFQs in 
the same series may not queue or overlap in any manner. Similarly, 
pursuant to Rule 24A.5, Interpretation and Policy .01, only one 
electronic RFQ may be ongoing at any given time for a given complex 
order strategy, and electronic RFQs may not queue or overlap in any 
manner.\82\

[[Page 54681]]

Due to current limitations, the Exchange's System is not currently able 
to process multiple electronic RFQs at the same time, nor is it able to 
process an electronic RFQ for a complex strategy if an order in any of 
the leg series that comprise that complex order is present in the 
System. However, different types of auctions for the same series or 
complex strategy may occur at the same time. For example, the Rules do 
not currently prevent a complex order auction (``COA'') of a complex 
order from occurring at the same time as an AIM in one of the leg 
series of the complex order subject to a COA. The System to which the 
Exchange's trading platform will move upon completion of the technology 
migration is able to process concurrent auctions for orders in the same 
series (including auctions for complex strategies and for legs series 
that comprise those strategies).\83\ Therefore, the Exchange believes 
it is similarly reasonable to permit multiple FLEX Auctions in the same 
series to occur at the same time. As proposed, one or more FLEX 
Auctions in the same FLEX Option series or complex strategy (as 
applicable) may occur at the same time.\84\ To the extent there is more 
than one FLEX Auction in a FLEX Option series or complex strategy (as 
applicable) underway at the same time, the FLEX Auctions conclude 
sequentially based on the times at which each FLEX Auction's exposure 
interval concludes. At the time each FLEX Auction concludes, the System 
allocates the FLEX Order pursuant to proposed subparagraph (b)(3) (as 
described below), and takes into account all FLEX responses submitted 
during the exposure interval. Concurrent auctions will be permitted in 
various other electronic auctions on the Exchange following 
migration.\85\ If a FLEX Trader attempts to initiate an electronic FLEX 
Auction in a FLEX Option series while another auction in that series is 
ongoing, the Exchange believes it will provide that second FLEX Order 
with an opportunity for execution in a timely manner by initiating 
another FLEX Auction, rather than requiring the FLEX Trader to wait for 
the first auction to conclude. The second FLEX Trader may not be able 
to submit a response to trade in the ongoing FLEX Auction, because the 
terms may not be consistent with that FLEX Trader's order (for example, 
there may not be sufficient size, and the FLEX Trader may only receive 
a share of the auctioned order depending on other responses). 
Therefore, the Exchange believes providing this functionality for 
electronic FLEX Auctions may similarly lead to an increase in 
electronic FLEX Auctions, which may provide additional opportunities 
for execution of FLEX Orders. Pursuant to proposed Rule 5.72(c)(2)(C), 
the Submitting FLEX Trader may cancel a FLEX Auction prior to its 
conclusion. This is consistent with a Submitting TPH's current ability 
to not accept any FLEX bid or offer, and thus not execute an order for 
which it requests a market pursuant to an RFQ.\86\
---------------------------------------------------------------------------

    \82\ In the event there are bids (offers) in any of the 
individual component series legs represented in the electronic book 
when an electronic RFQ for a complex strategy is submitted to the 
System, the electronic RFQ will not commence, and an unrelated FLEX 
Order in any of the individual series legs may not be submitted to 
the electronic book or for electronic RFQ processing during the 
duration of an electronic RFQ. See current Rule 24A.5, 
Interpretation and Policy .01.
    \83\ See Rules 5.33(d), 5.37(c)(1), 5.38(c)(1), 5.39(c)(1), and 
5.40(c)(1) in the shell Rulebook; see also EDGX Options Rules 
21.19(c)(1), 21.20(d), 21.21(c)(1), and 21.22(c)(1).
    \84\ See current Rule 24A.5(a)(1)(i)(B) and Interpretation and 
Policy .01; and proposed Rule 5.72(c)(2)(B).
    \85\ See, e.g., Rules 5.33, 5.37, and 5.38 in the shell 
Rulebook; see also EDGX Options Rules 21.19, 21.20, and 21.22.
    \86\ See current Rule 24A.5(1)(iii).
---------------------------------------------------------------------------

    Proposed Rule 5.72(c)(2)(D) describes the requirements for 
responses that FLEX Traders may submit to an electronic FLEX 
Auction.\87\ Any FLEX Trader (including the Submitting FLEX Trader if 
it is seeking to effect a cross) \88\ may submit responses to a FLEX 
Auction that are properly marked specifying the FLEX Option series or 
complex strategy (as applicable), bid or offer price or net price 
(respectively), size, side of the market, and the Auction ID for the 
FLEX Auction to which the User is submitting the response. This 
information is currently required to be included on response to RFQs 
(other than an Auction ID), and the proposed rule change merely adds 
this detail to the Rules. A FLEX response may only participate in the 
FLEX Auction with the Auction ID specified in the response, which is 
why the auction notification will include an Auction ID and response 
must identify the applicable Auction ID.\89\ The Exchange proposes to 
include this given the above proposal that permits concurrent 
electronic FLEX Auctions in the same series or complex strategy.
---------------------------------------------------------------------------

    \87\ The proposed provisions regarding FLEX responses are 
consistent with rules regarding responses to other electronic 
auctions. See, e.g., Rules 5.33, 5.37, and 5.38 in the shell 
Rulebook; see also EDGX Options Rules 21.19, 21.20, and 21.22.
    \88\ Current Rule 24A.5(a)(1)(iii)(B)(IV) states if a Submitting 
TPH enters a response (referred to in the current Rule as a FLEX 
Quote) during the RFQ Reaction Period (and thus a quote to trade 
against the RFQ Order, should the Submitting TPH decide to execute 
during the RFQ Reaction Period), it must be bidding (offering) for 
at least the crossing exposure period prior to entering the RFQ 
Order to trade. The Exchange may determine the duration of this 
period, which must be at least three seconds (and which the Exchange 
has currently set at three seconds). The purpose of this time period 
is to ensure all FLEX Traders have an opportunity to submit 
responses if the Submitting TPH decides to execute a cross. Because 
the exposure interval (which occurs after the submission of a FLEX 
Order) in the new process must be at least three seconds, which will 
be the earliest time at which execution of the FLEX Order may occur, 
all FLEX Traders will have the same opportunity and time to 
participate in an execution against the FLEX Order.
    \89\ If there are concurrent FLEX Auctions occurring, a FLEX 
Trader may submit responses to all ongoing auctions, and thus 
concurrent auctions will not hinder a FLEX Trader's ability to 
participate in any FLEX Auction.
---------------------------------------------------------------------------

    A FLEX Trader may submit multiple FLEX responses at the same or 
multiple prices to a FLEX Auction. This is consistent with current 
functionality. Current Rule 24A.5(a)(1) contains no restriction on how 
many responses a FLEX Trader may submit; the proposed rule change 
merely makes this explicit in the Rules. For purposes of a FLEX 
Auction, the System aggregates all of a FLEX Trader's FLEX responses 
for the same Executing Firm ID (``EFID'') at the same price. The System 
will cap the size of a FLEX response, or the aggregate size of a FLEX 
Trader's FLEX responses for the same EFID at the same price, at the 
size of the FLEX Order (i.e., the System ignores the size in excess of 
the size of the FLEX Order when processing the FLEX Auction). These 
provisions are new given the potential for an automatic execution at 
the conclusion of the FLEX Auction (unlike the current process which 
provides the Submitting TPH with the opportunity to trade or not 
trade). Additionally, the Exchange proposes to add these provisions 
given the proposed rule change to apply a pro-rata allocation to 
responses at the conclusion of an electronic FLEX Auction, as further 
discussed below. These provisions are consistent with other auction 
functionality that apply a pro-rata allocation to executions following 
those auctions.\90\ The Exchange believes these proposed changes are 
reasonable to prevent a User from submitting a response with an 
extremely large size in order to obtain a larger pro-rata share of the 
FLEX Order.
---------------------------------------------------------------------------

    \90\ See, e.g., Rules 5.33, 5.37, and 5.38 in the shell 
Rulebook; see also EDGX Options Rules 21.19, 21.20, and 21.22.
---------------------------------------------------------------------------

    FLEX responses must be on the opposite side of the market as the 
FLEX Order. The System rejects a FLEX response on the same side of the 
market as the FLEX Order. Unlike the current RFQ process, FLEX Traders 
will know the side of the market on which the Submitting FLEX Trader is 
looking to trade, and therefore the Exchange believes this is 
reasonable given that the purpose of a response is to trade against the 
FLEX Order in the auction into which the response was submitted. 
Pursuant to the current RFQ process, the

[[Page 54682]]

Submitting TPH may request bids and offers on both sides of the market. 
By only requesting responses on the opposite side of the market, the 
proposed rule change will allow FLEX Traders to focus on pricing 
responses that would be eligible to execute (i.e., on the opposite side 
of the market on which the Submitting FLEX Trader is looking to trade).
    FLEX responses are not visible to FLEX Traders or disseminated to 
OPRA. RFQ responses are also not currently disseminated to OPRA.\91\ 
However, while the Exchange does not disseminate all individual 
responses to an electronic RFQ, the best market created by responses is 
intermittently calculated and disseminated during the RFQ Response 
Period and Reaction Period, during which time FLEX Traders may withdraw 
those responses.\92\ The proposed rule change is consistent with many 
electronic auctions, in which responses are not visible to the 
market.\93\ Responses to electronic auctions are not firm prior to the 
conclusion of the auction, and thus are not disseminated to OPRA, 
because they are not executable until the conclusion of the auction, at 
which time their price and size are firm.\94\ For the same reason as 
the Exchange does not disseminate the auction price on the auction 
notification message as discussed above, the Exchange believes it will 
encourage FLEX Traders to submit their best possible priced-responses 
if they do not know the prices at which other FLEX Traders are willing 
to trade. For example, if during a FLEX Auction of a buy FLEX Order, a 
FLEX Trader submitted a response to sell at $1.05, if another FLEX 
Trader saw that response, it may merely respond to sell at $1.05, or 
maybe $1.04, even though it may ultimately be willing to sell at $1.03. 
Without seeing the other responses, the second FLEX Trader may instead 
submit a response to sell at $1.03, which could result in price 
improvement for the auctioned order. The Exchange appreciates that 
there is no disseminated market in FLEX Options. However, the length of 
the exposure interval (which, as discussed above, is longer than the 
interval in typical electronic auctions and consistent with the minimum 
RFQ response period in the current RFQ process) will provide all FLEX 
Traders with the same opportunity to submit responses. A FLEX Trader 
may modify or cancel its FLEX responses during the exposure interval. 
As noted above, the current Rule permits FLEX Traders to withdraw 
(which is the equivalent of cancel) a response to a FLEX RFQ, but does 
not explicitly state that those responses may be modified. A 
modification of a response is equivalent to a cancellation of an 
existing response and submission of a new response, but may instead be 
done through a different message type. Therefore, the proposed rule 
change permits the same activity that can be done pursuant to the 
current rule, but merely in a different manner (i.e., modification 
rather than cancellation and separate entry).
---------------------------------------------------------------------------

    \91\ Responses to an RFQ are considered indications of interest, 
which are exempt from disseminated bids and offers. See, e.g., 
current Rule 6.80(2).
    \92\ See current Rule 24A.5(a)(ii)(C) and (iii)(B)(II).
    \93\ See, e.g., current Rules 6.53C and 6.74A (Rules 5.37 and 
5.38 in the shell Rulebook); see also EDGX Options Rules 21.19, 
21.20, and 21.22.
    \94\ See, e.g., Rules 5.33(d)(4)(C) and (D), 5.37(c)(5)(H), 
5.38(c)(5)(H), 5.39(c)(5)(F), 5.40(c)(5)(F).
---------------------------------------------------------------------------

    Pursuant to proposed Rule 5.72(c)(3), the FLEX Auction concludes at 
the end of the exposure interval, unless the Exchange halts trading in 
the affected series or the Submitting FLEX Trader cancels the FLEX 
Auction, in which case the FLEX Auction concludes without execution. 
There are no events that will cause the current RFQ Response Period to 
conclude early pursuant to current Rule 24A.5(a)(1). While the current 
Rule does not discuss how a trading halt may impact an ongoing 
electronic RFQ, the proposed rule change is consistent with current 
functionality, as the Exchange would not permit any executions to occur 
during a trading halt.\95\
---------------------------------------------------------------------------

    \95\ Concluding an electronic auction without an execution due 
to a trading halt is consistent with other electronic auctions on 
the Exchange. See, e.g., current Rules 6.53C and 6.74A (Rules 5.33, 
5.37, and 5.38 in the shell Rulebook); see also EDGX Options Rules 
21.19, 21.20, and 21.22.
---------------------------------------------------------------------------

    At the conclusion of the FLEX Auction:
     The System executes the FLEX Order against the FLEX 
responses at the best price(s), to the price at which the balance of 
the FLEX Order or the FLEX responses can be fully executed (the ``final 
auction price''). If there are multiple FLEX responses at the same 
price level, then the contracts in those FLEX responses are allocated 
proportionally, according to size (in a pro-rata fashion).\96\
---------------------------------------------------------------------------

    \96\ The executable quantity is allocated to the nearest whole 
number, with fractions \1/2\ or greater rounded up and fractions 
less than \1/2\ rounded down. If the executable quantity cannot be 
evenly allocated, contracts will be distributed using this pro-rata 
priority methodology until there are no contracts remaining. This is 
consistent with the Exchange's standard pro-rata electronic 
allocation algorithm. See Rule 5.32(a)(1)(B) in the shell Rulebook.
---------------------------------------------------------------------------

     The System cancels an unexecuted FLEX Order (or unexecuted 
portion).
     The System cancels any unexecuted FLEX responses (or 
unexecuted portions).
    The proposed allocation process is consistent with the electronic 
pro-rata allocation with no overlays that they Exchange may apply to 
trading in non-FLEX Options.\97\ Unlike the proposed allocation 
process, the current allocation at the conclusion of an electronic FLEX 
RFQ provides priority to Priority Customers and non-TPH broker-dealers 
orders and quotes, the purpose of which was to accommodate TPHs that 
rely on the ``G'' exemption from Section 11(a)(1) of the Exchange Act 
when submitting orders for electronic execution. While certain other 
electronic auctions available on the Exchange prioritize Priority 
Customer orders, none prioritize non-TPH broker-dealers, and thus 
electronic submission of an order into those auctions would not be 
eligible for the ``G'' exemption either. Currently, a minimal number of 
TPHs rely on the ``G'' exemption. As discussed below, the Exchange 
believes the proposed electronic FLEX Auction satisfies the ``Effect 
vs. Execute'' exemption, and will permit TPHs to rely on that exemption 
(subject to satisfaction of the requirements of that exemption) when 
submitting FLEX Orders for electronic execution. A TPH (not acting in a 
market-maker capacity) could submit an order for a covered account from 
off of the Exchange's trading floor to an unaffiliated Floor Broker for 
submission for execution in the FLEX Auction from the trading floor and 
satisfy the ``Effect vs. Execute'' exemption (assuming the other 
conditions are satisfied).\98\ However, a TPH could not submit an order 
for a covered account to its ``house'' Floor Broker on the trading 
floor for execution and rely on this exemption. If a FLEX Trader cannot 
satisfy the ``Effect vs. Execute'' exemption (for example, because the 
FLEX Trader submits a proprietary order from on the Exchange's trading 
floor), it may submit a FLEX Order into the proposed electronic FLEX 
Auction only if it satisfies another exemption from Section 11(a)(1) of 
the Exchange Act. Alternatively, a FLEX Trader may execute a FLEX Order 
in open outcry on the Exchange's trading floor (subject to satisfaction 
of an exemption--for example, a FLEX Trader may yield priority as 
necessary to satisfy the ``G'' exemption, as it may do today). Because

[[Page 54683]]

there will not be an electronic FLEX Book (as discussed below),\99\ 
there will be no resting Priority Customer orders resting that would 
receive priority at the conclusion of the Auction (or any resting 
orders to trade against the auctioned FLEX Order). And because there 
will be no FLEX Appointed Market-Makers, there will be no participation 
entitlement at the conclusion of the Auction. Therefore, there will 
only be responses available at the conclusion of the Auction to execute 
against the auctioned FLEX Order. The Exchange has determined to apply 
pro-rata allocation to those responses, rather than time priority (as 
it does today), because that is the allocation the Exchange applies to 
the majority of classes on the Exchange, and therefore this will 
provide additional consistency for market participants. Additionally, 
the Exchange believes application of pro-rata may encourage FLEX 
Traders to submit larger-sized responses, because if the responses are 
at the marketable prices, those responses will receive execution based 
on size rather than time (as is the case today).
---------------------------------------------------------------------------

    \97\ See id.
    \98\ Orders for covered accounts that rely on the ``Effect vs. 
Execute'' exemption in this scenario must be transmitted from a 
remote location directly to the Floor Broker on the trading floor by 
electronic means.
    \99\ As discussed above, while one customer has recently begin 
to submit interest to the FLEX Book, that interest is generally 
executed within a few seconds (after the required exposure period) 
and, thus, there are generally no orders resting on the FLEX Book 
available for allocation following an open outcry RFQ.
---------------------------------------------------------------------------

    Current Rule 24A.5(b) states the Exchange may make an electronic 
book available into which FLEX Orders may be entered or remaining 
balances of FLEX Orders submitted into an RFQ may rest. Currently, 
while the Exchange makes an electronic book available for FLEX Orders, 
prior to April 2019, no FLEX Traders were submitting FLEX Orders into 
the Book in any class. Beginning in April 2019, one FLEX Trader began 
submitting FLEX orders for a customer into the FLEX Book, and then 
after the required exposure period passed, that FLEX Trader would 
submit an order on the opposite side to trade with that resting 
customer order (in other words, to execute a cross with that resting 
order). The Exchange understands from this FLEX Trader that it does not 
submit these orders into an electronic RFQ, because it is difficult for 
that FLEX Trader to code to that process, given how different it is 
from other electronic auctions.\100\ For the five-month period from 
April through August 2019, this activity represented approximately 1.2% 
of total FLEX volume during that time. As noted above, only one FLEX 
Trader was using the FLEX Book, and only for a limited purpose. While 
all FLEX Traders have access to the current FLEX Book, they are 
choosing not to use it. There are no FLEX Traders submitting FLEX 
Orders into the FLEX Book to rest and wait for another FLEX Trader to 
submit interest to trade against that resting order, which is the 
general purpose of an electronic book. Therefore, the Exchange does not 
intend to make one available following migration, consistent with its 
current authority under current Rule 24A.5(b). Therefore, the Exchange 
proposes to delete current Rule 24A.5(b) and all other provisions in 
its Rules regarding an electronic FLEX Book. As a result, all FLEX 
executions currently occur following an electronic RFQ or FLEX 
Automated Improvement Mechanism \101\ for electronic execution, and 
deletion of the Rules regarding an electronic FLEX Book will have no 
significant impact on FLEX trading given the current limited use of a 
FLEX Book by one FLEX Trader. The Exchange also notes the Rules 
currently provide that there is no electronic book for complex FLEX 
Orders, and therefore the proposed rule change will have no impact on 
the trading of complex FLEX Orders.\102\
---------------------------------------------------------------------------

    \100\ Additionally, this FLEX Trader is unable to cross these 
orders through a FLEX AIM or SAM, because the solicited contra-side 
order is for the account of a Market-Maker, which is not permissible 
in those auctions. See current Rules 24A.5A, Interpretation and 
Policy .04 and 24A.5B, Interpretation and Policy .04.
    \101\ See Rule 24A.5A in the current Rulebook, which the 
Exchange intends to move to the shell Rulebook in a separate rule 
filing. The Exchange notes current Rule 24A.5B provides for a FLEX 
Solicitation Auction Mechanism, which the Exchange has not currently 
made available in any FLEX Option classes, but does intend to make 
available following migration.
    \102\ See Rule 24A.5, Interpretation and Policy .01 in the 
current Rulebook.
---------------------------------------------------------------------------

    Because the proposed auction will result in automatic execution 
following the exposure interval, there is no period equivalent to the 
RFQ reaction period in the proposed auction process. The Exchange 
believes automatic execution will provide FLEX Traders with more 
certainty regarding executions of their FLEX Orders and responses, as 
well as more timely executions. The Exchange notes the current maximum 
time for the Submitting TPH to decide whether to trade against the RFQ 
Market is five minutes, which is the proposed maximum time for the 
exposure interval. Additionally, as noted above, in January through 
August of 2019, the average length of the entire electronic RFQ process 
(as designated by the Submitting TPH) is just over three minutes 
(combining the RFQ Response and Reaction periods), during which time 
FLEX Traders may submit responses, and less than 1% of electronic RFQs 
lasted more than five minutes. Therefore, pursuant to the proposed 
electronic FLEX Auction process, the Submitting FLEX Trader may 
designate an exposure interval duration during which FLEX Traders may 
submit responses consistent with the average duration, and over 99%, of 
current electronic RFQs.
    The Exchange believes the proposed electronic FLEX Auction 
simplifies the process pursuant to which FLEX Traders may execute FLEX 
Orders on the Exchange, as it is similar to other electronic auctions 
(as noted above) and eliminates the multiple periods in which FLEX 
Traders may submit responses. Pursuant to the proposed Auction process, 
an electronic FLEX Auction in which an order is entered and exposed to 
FLEX Traders, and then automatically executes against best-priced bids 
and offers at the conclusion of the auction. As discussed above, the 
proposed range for the auction exposure interval is consistent with the 
average length of the entire electronic RFQ process. Additionally, 
while the proposed range of the exposure interval is shorter than the 
current range designated by the Exchange, the proposed range is 
consistent with the Exchange's authority under the current Rules, as 
the Rules only require that the length of the RFQ Response Period be at 
least three seconds. Because the auction message will identify the side 
of the auctioned order, and thus responses will only be on the opposite 
side of that order, the Exchange believes a shorter maximum time is 
appropriate, as FLEX Traders will not need to determine responses on 
the side of the market on which there is no potential execution. 
Therefore, the Exchange believes the proposed rule change will continue 
to provide FLEX Traders with sufficient time to price FLEX Option 
series that are auctioned and submit bids or offers at which they would 
be willing to effect transactions in the series subject to the auction.
    As is the case today, market participants will not know the price 
at which the Submitting TPH is seeking to trade an order (which the 
Submitting TPH must include a price on the FLEX Order submitted to the 
auction, it will not be included in the notification message). The 
Exchange believes not notifying FLEX Traders of the auction price, as 
well as not permitting FLEX Traders to see prices of other responses, 
will encourage FLEX Traders to submit responses at the best prices at 
which they would be willing to trade, as noted above.
    The proposed electronic FLEX Auction is similar to other electronic 
auctions offered by the Exchange, such

[[Page 54684]]

as the Automated Improvement Mechanism (``AIM'') in Rule 6.74A in the 
current Rulebook (Rule 5.37 in the shell Rulebook) and the Complex 
Order Auction (``COA'') in Rule 6.53C in the current Rulebook (which 
the Exchange intends to move to Rule 5.33 in the shell Rulebook). These 
electronic auctions do not provide for a request for market, which 
concept does not currently exist in electronic trading. The Exchange 
believes implementing a simpler electronic FLEX Auction that is similar 
to other electronic auctions may encourage TPHs to submit FLEX Orders 
for electronic execution. Market participants are more familiar with 
this type of functionality and have their systems coded to conform to 
these types of auctions. The Exchange has received feedback from market 
participants indicating the difficulty and additional resources 
necessary to code to the nonstandard FLEX RFQ process given the 
multiple intervals. Additionally, the Exchange believes elimination of 
a reaction period at the conclusion of an electronic FLEX Auction will 
permit executions of FLEX Orders to be completed in a more timely 
fashion. As a result, the Exchange believes the proposed auction will 
permit FLEX Traders to continue to compete vigorously and potentially 
provide price improvement for FLEX Orders in a competitive auction 
process, as they do for non-FLEX Orders, and thus will fit more 
seamlessly into the Exchange's market.\103\
---------------------------------------------------------------------------

    \103\ The Exchange notes it intends to continue to offer a FLEX 
AIM process to provide FLEX Orders with price improvement and 
electronic crossing opportunities, and will move that from Rule 
6.74A in the current Rulebook to Rule 5.73 in the shell Rulebook in 
a different rule filing.
---------------------------------------------------------------------------

    Current Rule 24A.5(a)(2) describes the current open outcry RFQ 
process for FLEX Orders. Currently, a Submitting TPH may submit to a 
FLEX Official an RFQ, and then announce the terms of the RFQ to the 
trading crowd.\104\ At that point, FLEX Traders in the trading crowd 
may respond to the RFQ with bids and offers during an RFQ Response 
Period, during which time those responses (referred to in the current 
Rule as FLEX Quotes) may be modified or withdrawn.\105\ At the 
conclusion of the RFQ Response Period, the Submitting TPH announces the 
best market to the trading crowd.\106\ It may then promptly accept or 
reject the best priced bids and offers, or announce an intention to 
cross the FLEX order (in which it may receive an entitlement pursuant 
to Rule 24A.5(b)(3) and (d)(2)).\107\ If the Submitting TPH determines 
to execute the FLEX Order against the responses from the trading crowd 
(and not cross), the bids and offers are allocated as described 
below.\108\ If the Submitting TPH rejects the BBO or accepts it for 
less than the entire size requested, all FLEX Traders (other than the 
Submitting TPH) may match or improve the BBO during the BBO Improvement 
Interval,\109\ after which the Submitting TPH must promptly accept or 
reject the BBO.\110\ If the Submitting TPH indicates an intention to 
cross, then the Submitting TPH must announce the price to the crowd and 
permit the rest of the crowd to attempt to improve or match the BBO 
during the BBO Improvement Interval. At the expiration of the BBO 
Improvement Interval, the Submitting TPH must promptly accept or reject 
the BBO, and may execute the order against responses as described 
below.\111\ The Submitting TPH has no obligation to accept any FLEX bid 
or offer.\112\
---------------------------------------------------------------------------

    \104\ See current Rule 24A.5(a)(2)(i).
    \105\ See current Rule 24A.5(a)(2)(ii). The proposed rule change 
deletes from that provision the reference to obligations of FLEX 
Appointed Market-Makers. As noted above, the Exchange currently has 
none and does not intend to have them following migration, so the 
Exchange is deleting all references to FLEX Appointed Market-Makers 
in the rules. As is the case for electronic RFQs, the open outcry 
RFQ Response Period may not be less than three seconds.
    \106\ See current Rule 24A.5(a)(2)(ii)(B). The proposed rule 
change deletes the reference that the BBO will consider orders in 
the electronic book, as there will be no book following migration, 
as noted above.
    \107\ See current Rule 24A.5(a)(2)(iii)(A).
    \108\ See id.
    \109\ The ``BBO Improvement Interval'' is the period of time in 
respect of the open outcry RFQ process during which FLEX Traders in 
the trading crowd may submit responses (referred to in the current 
rules as FLEX Quotes) to meet or improve the BBO established during 
the RFQ Response Period. See current Rule 24A.1(b). The rules do not 
specify a duration of the BBO Improvement Interval, so the Exchange 
permits responses to be made in a reasonably prompt manner 
(consistent with a similar provision that applies to current open 
outcry trading if there are remaining contracts, see current Rule 
6.45(b)(i)(B)(5)).
    \110\ See current Rule 24A.5(a)(2)(iii)(A).
    \111\ See current Rule 24A.5(a)(2)(iii)(B).
    \112\ See current Rule 24A.5(a)(2)(iii)(C). Rejection of the BBO 
or failure to promptly accept the BBO results in expiration of the 
BBO and the RFQ. See current Rule 24A.5(a)(2)(iv). If the Submitting 
TPH rejects the BBO or the BBO size exceeds the FLEX transaction 
size in the RFQ, FLEX Traders in the crowd may accept the unfilled 
balance by public outcry promptly following the rejection of the BBO 
(or expiration of the BBO Improvement Interval). See current Rule 
24A.5(a)(2)(iii)(D).
---------------------------------------------------------------------------

    Current Rule 24A.5(d)(2)(i) provides that the Exchange may 
establish a crossing participation entitlement, subject to certain 
conditions. The Exchange proposes to delete that provision, as the 
Exchange does not intend to establish any priority overlays, including 
a crossing participation entitlement, to the proposed FLEX 
Auctions.\113\ The Exchange does not currently establish a crossing 
participation entitlement for electronic FLEX trading, so this will 
have no impact on electronic trading. The Exchange has currently 
established a crossing participation entitlement for open outcry FLEX 
trading. However, as further discussed below, the Exchange proposes to 
permit FLEX Trades to be crossed in accordance with general crossing 
rules for open outcry trading, which provide for a similar crossing 
procedure and participation entitlement as the current FLEX crossing 
procedure and entitlement.
---------------------------------------------------------------------------

    \113\ This is consistent with the Exchange's authority under 
current Rule 24A.5(d)(2) to not establish any priority overlays.
---------------------------------------------------------------------------

    Current Rule 24A.5(d)(2)(ii) provides that the Exchange may 
establish a participation entitlement for a FLEX Appointed Market-
Maker. The Exchange currently does not have any FLEX Appointed Market-
Makers, and thus does not have a participation entitlement established, 
and deletes that provision from the Rules.\114\
---------------------------------------------------------------------------

    \114\ The Exchange intends to delete all provisions regarding 
FLEX Appointed Market-Makers from the Rules in a separate rule 
filing. To the extent the Exchange determines in the future to 
appoint FLEX Appointed Market-Makers (or similar market participant) 
or apply a participation entitlement to FLEX Auctions (electronic or 
open outcry), the Exchange will submit a separate rule filing. 
Because there will no longer be any priority overlays, the proposed 
rule change deletes current Rule 24A.5(d)(2)(iii) regarding 
announcements of participation entitlements.
---------------------------------------------------------------------------

    The highest bid (lowest offer) will have priority at the conclusion 
of a FLEX open outcry RFQ. If there are multiple bids or offers at the 
same price, any crossing participation entitlements have second 
priority, any FLEX Appointed Market-Maker participation entitlements 
have third priority, all other response have fourth priority (in time 
sequence), and finally orders resting in the book have last 
priority.\115\
---------------------------------------------------------------------------

    \115\ See current Rule 24A.5(a)(2)(v)(A); see also current Rule 
24A.5(d) (which describes current crossing participation 
entitlements). As is the case in all open outcry trading, any FLEX 
Traders relying on the ``G'' exemption must yield priority to any 
bid (offer) at the same price. See current Rule 24A.5(a)(2)(v)(B) 
(Rule 5.85(a)(2)(E) in the shell Rulebook).
---------------------------------------------------------------------------

    Proposed Rule 5.72(d) provides that a Submitting FLEX Trader may 
represent and execute a FLEX Order that complies with paragraph (b) 
above on the Exchange's trading floor in the same manner as a TPH may 
represent and execute an order for a non-FLEX Option (which includes 
systemization of the FLEX Order pursuant to Rule 5.7(f) and routing the 
FLEX Order to PAR pursuant to Rule 5.82 of the shell Rulebook) on the 
Exchange's trading floor pursuant to Chapter 5, Section G

[[Page 54685]]

of the shell Rulebook,\116\ except (1) In-Crowd Market Participants 
(``ICMPs'') will have a reasonable amount of time (which amount of time 
must be between three seconds (the current minimum for an RFQ Response 
Period) and five minutes) from the time a FLEX Trader requests a quote 
in a FLEX Option Series or represents a FLEX Order (including 
announcing a crossing transaction pursuant to Rule 5.87 in the shell 
Rulebook) to respond with bids and offers; and (2) FLEX Orders are 
allocated only to responses from the trading crowd pursuant to Rule 
5.85(a)(2)(C) of the shell Rulebook.\117\ The proposed time period is 
consistent with the proposed time period for electronic FLEX Auctions 
described above, as well as current Rules (which require at last three 
seconds to pass),\118\ and the Exchange believes this will ensure there 
is sufficient time for the crowd to price a FLEX Option series given 
its unique terms as well as ensure executions of FLEX Orders take place 
in a timely manner. Whether a reasonable amount of time has passed 
before a Submitting TPH determines to represent an order after a 
request for quotes, or to execute an order after it was represented 
will be based on facts and circumstances, and will be determined by the 
Submitting FLEX Trader. This is consistent with general open outcry 
trading, in which the representing Floor Broker (which will be the 
Submitting FLEX Trader) determines at what time a market is established 
and which ICMPs responded at that time and in what order.\119\ As set 
forth in Rule 5.85(a)(2), orders represented in open outcry may also be 
allocated to Priority Customers resting in the book (which will not 
apply to FLEX Options since there will be no book), or to certain 
market-makers if there is a participation entitlement (which there will 
not be for FLEX Options), or to other orders resting in the book 
(which, again, will not apply to FLEX Options since there will be no 
book). Therefore, the only interest against which a FLEX Order may 
execute in open outcry are bids and offers from the trading crowd.
---------------------------------------------------------------------------

    \116\ Therefore, a FLEX Order may be represented and executed, 
in addition to Rule 5.85 as described above, pursuant to Rule 5.86 
in the shell Rulebook regarding facilitated and solicited 
transactions and Rule 5.87 in the shell Rulebook regarding crossing 
orders.
    \117\ The proposed rule change notes that Rule 5.85(b) through 
(e) (complex order priority (this relates to the prices at which 
complex orders may trade depending on resting simple orders, which 
will not apply given there will be no book for FLEX Options), split-
price priority, multi-class spread orders, and SPX Combo Orders) 
does not apply to FLEX Options, which is consistent with FLEX 
trading today. See current Rules 24.19 (which sets forth specific 
trading rules for multi-class spreads, which are not consistent with 
FLEX trading), 24.20 (which sets forth specific trading rules for 
SPX Combo Orders, which are not consistent with FLEX trading), and 
24A.15 (which provides that split-price priority does not apply to 
FLEX trading, and the Exchange moves the provision that states the 
inapplicability of split-price priority to the portion of the Rule 
regarding open outcry trading, so that all provisions regarding open 
outcry priority are included in the same place). To the extent the 
Exchange intends to make any of these provisions applicable to FLEX 
Options in the future, it will submit a rule filing. As discussed 
above, there will be no electronic FLEX Book (and thus no Priority 
Customer orders resting that would otherwise have priority). 
Additionally, as discussed below, there will be no participation 
entitlements. The Exchange notes FLEX Orders may be crossed on the 
Exchange trading floor in the same manner as non-FLEX Orders 
pursuant to Rule 5.87 in the shell Rulebook, rather than pursuant to 
separate crossing rules as is the case today.
    \118\ See current Rule 24A.4(a)(3)(iii).
    \119\ If another FLEX Trader does not believe there was a 
reasonable amount of time to respond permitted, that FLEX Trader may 
request a review from a FLEX Official for compliance with the 
applicable rules (see proposed Rule 5.75).
---------------------------------------------------------------------------

    The Exchange believes the current open outcry RFQ process for FLEX 
Orders is substantially similar to the current open outcry process for 
non-FLEX Orders, and therefore believes completely aligning the two 
processes is appropriate. Currently, in open outcry trading, a Floor 
Broker can request a market from the crowd.\120\ ICMPs may then respond 
with their markets. There is no formal time frame in which ICMPs may 
respond with a market, but ICMPs generally respond promptly with their 
market. This is substantially similar to the current RFQ process 
described above, in which a FLEX Trader requests a market and provides 
FLEX Traders in the crowd with at least three seconds to respond with a 
market. The Exchange believes it is appropriate to ensure there is at 
least a minimum amount of time FLEX Traders to respond give the unique 
terms of FLEX Options. The proposed timeframe in which ICMPs that are 
FLEX Traders must respond is consistent with the current Rule, which as 
noted above, requires the RFQ Response Period to be at least three 
seconds long. The proposed rule change also permits a FLEX Trader to 
initially represent a FLEX Order to the trading crowd, and then receive 
bids or offers (as appropriate) and trade.\121\ Therefore, other than 
eliminating the formal name of the RFQ Response Period which is not 
contemplated in non-FLEX Option open outcry trading, the Exchange 
believes the proposed rule change will have minimal (if any) impact on 
how a FLEX Trader may request a market on the Exchange's trading floor.
---------------------------------------------------------------------------

    \120\ A Floor Broker may also initially represent an order to 
the trading crowd, and then receives bids or offers, as appropriate, 
and trade. However, this is an uncommon scenario but permissible 
under the Rules.
    \121\ The Exchange notes this is an uncommon scenario in open 
outcry trading, but is permissible under the Rules.
---------------------------------------------------------------------------

    Unlike the current process, which requires a FLEX Trader to submit 
an RFQ to a FLEX Official, the proposed rule change will require a FLEX 
Trader to systematize a FLEX Order in the same manner as Floor Brokers 
systematize non-FLEX Orders, which is to systematize them pursuant to 
current Rule 6.24 (Rule 5.7(f) in the shell Rulebook). TPHs have 
familiarity with the systemization process, and the Exchange believes 
the proposed rule change will result in a more efficient open outcry 
trading process for FLEX Options, as a FLEX Trader can request a market 
as soon as it gets that request from a customer rather than first go to 
a FLEX Official.\122\ This may ultimately result in a more timely 
execution for customers.
---------------------------------------------------------------------------

    \122\ Because the proposed rule change will require FLEX Orders 
to be systematized in the same manner as all other orders, the 
proposed rule change deletes Rule 5.7, Interpretation and Policy 
.04, which exempts FLEX Options from systematization requirements. 
The Exchange notes systemization will capture FLEX Options in the 
Exchange's audit trail, and thus the Exchange will no longer need to 
maintain separate records similar to COATS data. The current rule 
requires the Exchange to make the data it retained with respect to 
FLEX Options available to the SEC upon request. While the proposed 
ruled does not explicitly state this (the Rules generally impose 
obligations on TPHs rather than the Exchange), the Exchange is 
required to maintain these records and provide them to the 
Commission upon request pursuant to its SRO obligations. See 17 CFR 
240.17a-1 (which requires an exchange to keep and preserve at least 
one copy of all documents made or received in the course of its 
business and in the conduct of its self-regulatory activity, to 
retain such documents for at least five years (in an easily 
accessible place for the first two years) subject to destruction and 
disposition provisions of Rule 17a-6 under the Act, and to promptly 
furnish copies of these documents to the Commission upon request).
---------------------------------------------------------------------------

    Once a Floor Broker has received a market from the crowd, the Floor 
Broker may then represent its order on the floor (after systematizing 
it and routing it to PAR, which it must do prior to representing an 
order on the trading floor) and elect to trade against the best prices 
or not, or announce an intention to cross at a specific price.\123\ As 
discussed above, this is substantially similar to the current RFQ 
process, in which a FLEX Trader can elect to trade or not trade with 
the best prices from the crowd, or announce an intention to cross. 
Currently, the Exchange has set a crossing entitlement for 
facilitations and solicitations of FLEX Orders in all

[[Page 54686]]

classes to be 40%.\124\ As set forth in current Rule 6.74(d) (Rule 
5.87(f) of the shell Rulebook), the Exchange may similarly set a 
crossing entitlement on a class-by-class basis up to 40%. The Exchange 
intends to set this entitlement for FLEX Orders at 40% in all classes, 
as it does today.\125\ Rule 5.87(f) of the shell Rulebook requires a 
Floor Broker representing an eligible-sized order to request bids and 
offers for a series. Once the trading crowd has provided a quote, once 
a reasonable amount of time has passed, there is a significant change 
in the price of the underlying, or the price of the responses has been 
improved, the Floor Broker may cross the applicable percentage of the 
order, after all Public Customer orders in the book or crowd have been 
satisfied. This is similar to how a FLEX Trader may cross a FLEX Order 
in open outcry, as noted above. Specifically, a FLEX Trader would 
request a market, and after a reasonable amount of time has passed, 
announce an intention to cross, and receive a crossing entitlement 
after Public Customer interest has been satisfied. Therefore, the 
Exchange believes the proposed rule change will have a minimal (if any) 
impact on the crossing of FLEX Orders in open outcry.
---------------------------------------------------------------------------

    \123\ See current Rule 6.74 (Rule 5.87(f) in the shell 
Rulebook), which describes procedures for crossing orders on the 
Exchange's trading floor.
    \124\ Current Rule 24A.5(d)(2)(i) permits the Exchange to 
establish a crossing participation entitlement on a class-by-class 
basis up to 40%.
    \125\ The Exchange would announce any changes to this percentage 
pursuant to Rule 1.5 in the shell Rulebook.
---------------------------------------------------------------------------

    The proposed rule change eliminates the formal BBO Improvement 
Interval. However, pursuant to general open outcry rules regarding 
crossing, as noted in the previous paragraph, if a FLEX Trader 
announces an intention to cross a FLEX Order, the FLEX Trader must 
provide time for the trading crowd to submit bids and offers (which is 
equivalent to what occurs during the BBO Improvement Interval). 
Similarly, if there is no intention to cross, but the FLEX Trader 
elects to not trade or there is insufficient size, the crowd may make 
subsequent bids and offers in a reasonably prompt manner.\126\
---------------------------------------------------------------------------

    \126\ See Rule 5.85(a)(2)(C)(v) in the shell Rulebook.
---------------------------------------------------------------------------

    The proposed allocation is substantially similar to the allocation 
for non-FLEX trading in open outcry, excluding the provisions that are 
inapplicable to FLEX trading, and to the current allocation for FLEX 
trading in open outcry (if there were no FLEX Appointed Market-Makers, 
and if the Exchange determined to not offer an electronic book for FLEX 
Options pursuant to its authority under the current Rules). With 
respect to allocation, best-priced responses will continue to have 
first priority.\127\ With respect to responses at the same price, 
because there will be no electronic Book for FLEX Options, there can be 
no Priority Customer FLEX Orders resting in the book that would receive 
first priority at the same price.\128\ Additionally, there will be no 
FLEX Appointed Market-Makers, so there will be no participation 
entitlement applicable to FLEX trading.\129\ The crossing participation 
will continue to next priority.\130\ All other interest in the crowd 
will continue to then have priority in the sequence in which they were 
made; to the extent multiple bids or offers were submitted at the same 
time, or if the Submitting FLEX Trader cannot reasonable determine the 
sequence in which they were made, priority will be apportioned equally 
among those bids and offers.\131\ As there will be no electronic book 
of orders for FLEX Options, there will be no non-customer orders in the 
book that would be eligible for execution after all other interest 
trades.\132\ Therefore, the proposed rule change will have minimal (if 
any) impact on the allocation of responses in open outcry trades of 
FLEX Orders.\133\
---------------------------------------------------------------------------

    \127\ See current Rule 24A.5(a)(2)(v)(A) and Rule 5.85(a)(1) in 
the shell Rulebook.
    \128\ Therefore, Rule 5.85(a)(2)(A) in the shell Rulebook will 
be inapplicable to FLEX trading.
    \129\ Therefore, Rule 5.85(a)(2)(B) in the shell Rulebook will 
be inapplicable to FLEX trading.
    \130\ See current Rule 24A.5(a)(2)(v)(A)(I) and Rule 5.87(a) and 
(f) in the shell Rulebook.
    \131\ See current Rule 24A.5(a)(2)(v)(A)(III) and Rule 
5.85(a)(2)(C) in the shell Rulebook.
    \132\ As discussed above, while one customer has recently begin 
to submit interest to the FLEX Book, that interest is generally 
executed within a few seconds (after the required exposure period) 
and, thus, there are generally no orders resting on the FLEX Book 
available for allocation following an open outcry RFQ. Therefore, 
Rule 5.85(a)(2)(D) in the shell Rulebook will be inapplicable to 
FLEX Trading.
    \133\ As is the case today, and with open outcry non-FLEX 
trading, a TPH relying on the exemption in Section 11(a)(1)(G) of 
the Exchange Act and Rule 11a-1(T) thereunder may submit a 
proprietary order to the Exchange for execution in open outcry if it 
yields priority to any bid (offer) at the same price that is 
represented by all other bids (offers) that have priority over the 
TPH's order. See proposed Rule 5.72(e)(1); see also Rule 
5.85(a)(2)(E) in the shell Rulebook and current Rule 
24A.5(a)(5)(v)(B).
---------------------------------------------------------------------------

    As is the case regarding the proposed electronic FLEX Auction 
described above, the proposed rule change simplifies the process 
pursuant to which FLEX Traders may execute FLEX Orders on the Exchange 
in open outcry. As demonstrated above, the general open outcry trading 
rules are substantially similar to the current open outcry RFQ 
procedure for FLEX Options. However, the proposed rule change 
eliminates the terminology that applies only to FLEX trading. FLEX 
Traders are more familiar with the general open outcry trading 
procedures, and therefore, by aligning the open outcry trading process 
for FLEX Options with that of non-FLEX Options, and permitting FLEX 
trading in the same manner as non-FLEX trading on the Exchange's 
trading floor, the Exchange believes the proposed rule change may 
encourage TPHs to submit FLEX Orders for execution. The Exchange 
believes the proposed rule change may reduce confusion regarding how 
FLEX Orders may trade in open outcry, given that any minor differences 
between the two processes that exist today are being eliminated. 
However, as noted above, one difference that will remain is the minimum 
amount of time that the trading crowd will have to respond to a request 
for a market or to a represented FLEX Order, which will ensure the 
crowd has sufficient time to price the unique terms of FLEX Options. 
The proposed range of a reasonable time that must be three seconds (but 
no more than five minutes), is consistent with the current Rule, which 
requires the response period to be at least three seconds. The Exchange 
believes the maximum time accommodate this pricing while permitting 
executions of FLEX Orders to be completed in a more timely fashion. As 
a result, the Exchange believes the proposed auction will fit more 
seamlessly into the Exchange's market. The Exchange also believes this 
will encourage FLEX Traders to compete vigorously and potentially 
provide price improvement for FLEX Orders in a competitive auction 
process, as they do for non-FLEX Orders.
    The proposed rule change deletes current Rule 24A.5(c), which 
states that acceptance of any bid or offer creates a binding contract 
under Rule 6.48 in the current Rulebook (which the Exchange intends to 
move to Rule 5.11 in the shell Rulebook). Current Rule 6.48 applies to 
all acceptances of bids and offers on the Exchange, including FLEX bids 
and offers, and thus the Exchange does not believe it is necessary to 
include a separate provision in the FLEX Rules. This has no impact on 
the binding nature of the acceptance of bids and offers on FLEX Options 
pursuant to proposed Rule 5.72.
    The proposed rule change moves the provision that states all 
transactions must be in compliance with Section 11(a)(1) of the 
Exchange Act and the rules promulgated thereunder, including the 
description of the activity prohibited by Section 11(a)(1), from 
current Rule 24A.5(d)(4) (as well as current Rules 24A.5(a)(2)(v)(B) 
and (b)(2)(ii), which are cross-referenced in

[[Page 54687]]

Rule 24A.5(d)(4)) to proposed Rule 5.72(e). The proposed rule change 
amends this provision to state that it applies to all executions of 
FLEX Orders, as this provision is only applicable to FLEX trading. The 
proposed rule change deletes current Rule 24A.5(d)(4)(i) and (iii) 
regarding the market-maker exemption and the effect versus execute 
exemption, respectively. Those exemptions will continue to be available 
to FLEX Traders with respect to FLEX trading. However, there is nothing 
unique about the applicability of those exemptions to FLEX trading, as 
they are available to all market participants with respect to all 
trading in the same manner. Additionally, the proposed rule change 
deletes current Rule 24A.5(d)(4)(iv), which states that a TPH may rely 
on any other exception to comply with the requirements of Section 
11(a)(1) and the rules promulgated thereunder. That will continue to be 
true, and is captured by the introductory language in proposed Rule 
5.72(e), which references that an exception to Section 11(a)(1) may 
apply. Because, FLEX traders may currently rely on the ``G'' exemption 
for electronic FLEX trading given the current priority structure but 
will no longer be able to rely on that exemption with respect to 
electronic FLEX trading given the proposed priority changes (see 
discussion above regarding this change),\134\ the proposed rule change 
makes clear that the ``G'' exemption will only be available for FLEX 
Orders represented in open outcry, as long as the TPH relying on that 
exemption yields priority to any bid (offer) at the same price that is 
represented by all other bids (offers) that have priority over the 
TPH's order pursuant to proposed Rule 5.72. The proposed rule change 
also states that a TPH may not submit an electronic FLEX Order pursuant 
to proposed Rule 5.72(b), Rule 5.73, or Rule 5.74 to effect any 
proprietary order transactions by relying on the ``G'' exemption. As 
discussed below, the Exchange believes the proposed rule change is 
consistent with Section 11(a) of the Exchange Act.
---------------------------------------------------------------------------

    \134\ As discussed below, electronic FLEX trading, like all 
other electronic trading on the Exchange, will not allow FLEX 
Traders to take advantage of the ``G'' exemption.
---------------------------------------------------------------------------

    The proposed rule change deletes current Rule 24A.5, Interpretation 
and Policy .03 regarding post-trade verification procedures for 
electronic RFQs for complex orders. Due to the System updates in 
connection with the System migration, parties to FLEX transactions will 
no longer need to take additional steps with respect to executions of 
complex orders following an electronic FLEX Auction.\135\ These 
procedures require FLEX Traders to input the leg price, exercise price, 
and/or premium information into the System following execution of a 
complex FLEX Order. As discussed above, FLEX Traders must submit all of 
this information upon entry of a FLEX Order.\136\ Therefore, pursuant 
to the proposed rule change, a FLEX Trader will be required to input 
the same information for each leg of a complex FLEX Order prior to 
submission rather than following execution. A FLEX Trader may request 
nullification of a FLEX Option transaction if it did not conform to the 
terms in proposed Rule 4.21, or update any inaccurate information in a 
complex FLEX Order in the same manner as any TPH may update any 
inaccurate information in any order pursuant to current Rule 6.67.\137\ 
Because all FLEX Orders will now be systematized, as discussed above, 
there is no longer a need for separate procedures regarding the 
correction of inaccurate information entered for FLEX transactions.
---------------------------------------------------------------------------

    \135\ Note current Rule 24A.5, Interpretation and Policy .03 
also applies to electronic transactions in FLEX Options with 
exercise prices and premiums based on a methodology for fixing that 
number or based on a percentage. As noted above, the Exchange will 
no longer offer exercise prices and premiums based on such a 
methodology.
    \136\ See proposed Rule 5.72(b)(2).
    \137\ Rule 6.67 in the current Rulebook describes the Exchange's 
Cboe Trade Match System, which permits TPHs to correct bona fide 
errors, subject to certain restrictions. The Exchange intends to 
move Rule 6.67 from the current Rulebook to Rule 6.6 in the shell 
Rulebook in a separate rule filing.
---------------------------------------------------------------------------

    The proposed rule change moves the provisions in Rules 24A.1(i) and 
24A.14 in the current Rulebook regarding FLEX Officials to Rule 5.75 in 
the shell Rulebook. The proposed rule change makes only nonsubstantive 
changes to this Rule, including to make the Rule plain English, delete 
redundant language (such as saying any TPH approved to act as a Market-
Maker, as pursuant to Rule 8.1 in the current Rulebook, a Market-Maker 
must be a TPH), incorporate defined terms (including the term ``ICMP,'' 
which is an in-crowd Market-Maker, on-floor designated primary market-
maker or lead market-maker with an allocation in a class, or a floor 
broker or PAR official representing an order in the trading crowd on a 
trading floor \138\), and update cross-references and paragraph 
lettering and numbering. FLEX Officials will have the same 
responsibilities as they do today.
---------------------------------------------------------------------------

    \138\ See Rule 1.1 in the shell Rulebook.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\139\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5)\140\ requirements that the rules of an exchange be 
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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5)\141\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \139\ 15 U.S.C. 78f(b).
    \140\ 15 U.S.C. 78f(b)(5).
    \141\ Id.
---------------------------------------------------------------------------

    In particular, the Exchange believes the proposed rule change will 
remove impediments to and perfect the mechanism of a free and open 
market, and protect investors and the public interest. As described 
above, the proposed electronic FLEX Auction is closely aligned to the 
Exchange's other electronic auctions for non-FLEX Options, and the 
proposed open outcry FLEX Auction is closely aligned with the current 
open outcry trading process for non-FLEX Options, but are still similar 
to the FLEX trading processes in place today. The proposed rule change 
merely eliminates many of the differences between FLEX and non-FLEX 
trading to eliminate potential confusion for market participants given 
the current differences, while implementing trading processes with 
which market participants are more familiar. As a result, the Exchange 
believes the proposed rule change will have minimal impact on the 
trading of FLEX Auctions, and possibly increase participation in FLEX 
Auctions, which could add liquidity to the Exchange's FLEX Market, 
which ultimately benefits investors. Additionally, with respect to 
electronic trading, market participants are more familiar with this 
type of functionality and have their systems coded to conform to these 
types of

[[Page 54688]]

auctions. The Exchange has received feedback from market participants 
indicating the difficulty and additional resources necessary to code to 
the nonstandard FLEX RFQ process given the multiple intervals.
    Additionally, the Exchange believes the proposed rule change will 
permit executions of FLEX Orders to be completed in a more timely 
fashion, while providing the crowd with sufficient time to price the 
unique terms of FLEX Options (as the proposed ranges for the duration 
of the electronic and open outcry FLEX Auctions are consistent with 
current Rules).\142\ The Exchange believes the proposed auction 
processes will ultimately benefit investors, as they will provide TPHs 
with greater harmonization of auction mechanisms on the Exchange. The 
Exchange believes the proposed auctions will provide mechanisms for 
more efficient and timely executions of FLEX Options, given 
participants' familiarity with the trading processes and reasonable 
durations of the auctions. Additionally, by providing for automatic 
executions following electronic auctions of FLEX Orders, the Exchange 
believes there will be more certainty of execution at the end of an 
auction, unlike today, when a FLEX Trader may reject the market after a 
period of potentially minutes. The Exchange believes the proposed 
auctions will encourage FLEX Traders to continue to compete vigorously 
and potentially provide price improvement for FLEX Orders in a 
competitive auction process, as they do for non-FLEX Orders, as they 
will be encouraged to submit their best-priced bids and offers during 
the auctions to have the opportunity to execute against the FLEX Order.
---------------------------------------------------------------------------

    \142\ See current Rule 24A.4(a)(3)(iii) and proposed Rule 
5.72(c)(1)(E) and (d)(1) (which all provide for a minimum of three 
seconds of response time).
---------------------------------------------------------------------------

    By permitting FLEX Options to trade in a manner similar to non-FLEX 
Options, the Exchange believes this further improves a comparable 
alternative to the over-the-counter (``OTC'') market in customized 
options. By enhancing our FLEX trading platform and making it similar 
to trading procedures in non-FLEX options, with which market 
participants are generally more familiar, the Exchange believes it may 
be a more attractive alternative to the OTC market. The Exchange 
believes market participants benefit from being able to trade 
customized options in an exchange environment in several ways, 
including but not limited to the following: (1) Enhanced efficiency in 
initiating and closing out position; (2) increased market transparency; 
and (3) heightened contra-party creditworthiness due to the role of OCC 
as issuer and guarantor of FLEX Options.
    The Exchange believes the proposed rule change to eliminate the 
ability for FLEX Traders to specify exercise prices for FLEX Index 
Options as a method for fixing an index value or dollar amount at the 
time of a FLEX RFQ or a FLEX Order is traded, or as a percentage of the 
index value calculated at the time of the trade, and for FLEX Equity 
Options, as a method for fixing a dollar amount at the time of a FLEX 
RFQ or a FLEX Order is traded, or as a percentage of the price of the 
underlying security at the time of the trade will have no impact on 
FLEX Trading.\143\ As noted above, FLEX Traders only designate an 
exercise price for a FLEX series as a fixed amount or a percentage of 
the closing value of the underlying security or index, as applicable, 
on the trade date. Similarly, the Exchange believes the proposed rule 
change to eliminate the ability for FLEX traders to apply the hedge 
trade condition to orders will have no impact on FLEX Trading.\144\ As 
noted above, FLEX Traders do not apply this trade condition to FLEX 
Orders. Because FLEX Traders do not use this functionality, the 
Exchange believes it will benefit investors if the Exchange does not 
expend resources to rebuild on a new System functionality that is not 
in demand, and to not include references to unused functionality in the 
Exchange's rules. In addition, the current Rules permit the Exchange to 
make a FLEX Book available on a class-by-class basis.\145\ The Exchange 
currently makes a FLEX Book available; however, FLEX Traders were not 
submitting orders into that Book until recently (April 2019). 
Additionally, at that time (and since that time), only one FLEX Trader 
has been submitting FLEX Orders into the FLEX Book, and only for a 
limited purpose, as discussed above. The activity in the FLEX Book 
represented only approximately 1.2% of all FLEX trading from the period 
of April to August 2019. As a result, the proposed elimination of the 
Exchange's ability to make a FLEX Book available is consistent with the 
Exchange's current authority to not make a FLEX Book available, and 
will also have no significant impact on FLEX trading, given that the 
vast majority of FLEX trading occurs outside of the book, and given 
that only one customer has recently been using the book for a limited 
purpose.
---------------------------------------------------------------------------

    \143\ See current Rule 24A.4(b)(2) and (c)(2).
    \144\ See current Rule 24A.1(y). As discussed above, elimination 
of the IOC trade condition will have no impact, as it is no longer 
necessary given that all FLEX Orders submitted for electronic 
execution may only execute following an auction or be cancelled.
    \145\ See current Rule 24A.5(b).
---------------------------------------------------------------------------

    The Exchange believes the proposed rule change to allow multiple 
electronic FLEX auctions to overlap will benefit investors, as it may 
lead to an increase in Exchange volume and permit the Exchange to 
further compete with the OTC market, while providing for additional 
opportunities for price discovery and execution. Although electronic 
FLEX Auctions will be allowed to overlap, the Exchange does not believe 
that this raises any issues that are not addressed through the proposal 
as described above. For example, although overlapping, each Auction 
will be started in a sequence and with a time that will determine its 
processing. Thus, even if there are two Auctions that commence and 
conclude, at nearly the same time, each Auction will have a distinct 
conclusion at which time the Auction will be allocated. Additionally, 
FLEX Orders submitted into an electronic FLEX Auction will be able to 
execute only against FLEX responses submitted to that Auction. If 
market participants desire to have interest execute against both FLEX 
Orders subject to concurring FLEX Auctions, market participants may 
submit responses to both Auctions.
    Additionally, the proposed rule change to permit concurrent 
auctions is not novel, and is consistent with functionality already in 
place on other exchanges with respect to other types of auctions.\146\ 
The Exchange does not believe the unique terms of FLEX Options create 
any additional issues not previously considered by the Commission with 
respect to concurrent auctions. As described above, the Exchange 
believes concurrent auctions may increase execution opportunities, and 
permit more timely executions, of FLEX Orders in a more timely fashion, 
which would ultimately benefit investors. Additionally, the Rules do 
not currently prevent a COA of a complex order from occurring at the 
same time as an AIM in one of the components of a complex order subject 
to a COA. Therefore, the Exchange believes it is similarly reasonable 
to permit multiple

[[Page 54689]]

FLEX Auctions in the same series to occur at the same time.
---------------------------------------------------------------------------

    \146\ See, e.g., EDGX Rules 21.19(c)(1) and 21.22(c)(1); see 
also, e.g., Nasdaq ISE LLC (``ISE'') Rules 716(d) and 723, 
Interpretation and Policy .04; and Boston Options Exchange LLC 
(``BOX'') Rule 7270 and BOX IM-7150-3. Other Exchange rules to take 
effect following the migration also permit concurrent auctions. See, 
e.g., Rules 5.33, 5.37, and 5.38 in the shell Rulebook.
---------------------------------------------------------------------------

    The proposed rule change to permit all FLEX Traders to respond to 
electronic FLEX Auctions will benefit investors. Permitting all FLEX 
traders to submit responses, as opposed to not permitting options 
market-makers at away exchanges to respond, may result in more FLEX 
Traders having the opportunity to participate in executions at the 
conclusion of electronic FLEX Auctions. Additionally, it may increase 
liquidity in these auctions, which may lead to more opportunities to 
price improvement and ultimately benefit investors.
    The Exchange believes the proposed rule change regarding the time 
at which trading in FLEX Options will be available will benefit 
investors. Because market participants incorporate transaction prices 
of underlying securities or the values of underlying indexes when 
pricing options (including FLEX Options), the Exchange believes it will 
benefit investors for FLEX Options trading to not be available until 
that information has begun to be disseminated in the market. Because 
the Exchange will have no electronic book of resting orders for FLEX 
Options, and no opening rotation, at the time at which FLEX Trading 
opens, there are (and will be) no automatic executions. Therefore, 
being ``open'' for FLEX trading merely means that FLEX Traders may 
submit FLEX Orders into one of the various FLEX Auctions, at the 
conclusion of which executions in FLEX Auctions may occur (which are 
all discussed below). Additionally, the proposed trigger events occur 
for many underlying securities or indexes within one second of 9:30 
a.m. Eastern Time (which is consistent with the current time at which 
the Exchange has determined to open FLEX Option classes), and the 
majority occur within ten seconds. Therefore, pursuant to the proposed 
rule change, the opening of FLEX Options for trading may occur over a 
longer timeframe, which would further reduce any potential market 
impact of the change to the opening time for FLEX Options. While the 
Exchange believes it is important to open series for trading as soon as 
possible, the Exchange also believes the proposed rule change will 
permit it to manage the number of FLEX Option series that may begin to 
trade during a short time period to ensure a fair and orderly opening 
in all options listed on the Exchange. The Exchange further believes 
aligning the trigger events for the opening of FLEX and non-FLEX 
Options may eliminate any confusion among market participants regarding 
when options with the same underlying are open for trading. The 
Exchange also notes that FLEX Options trading volume currently 
represents approximately 1.5% of total trading volume on the Exchange, 
and therefore the Exchange believes any potential market impact of this 
change would be de minimis.
    The Exchange believes the proposed order types and instructions 
that will be available for FLEX Orders will promote just and equitable 
principles of trade, and benefit investors, because they will provide 
FLEX Traders with control over the executions of their FLEX Orders 
while being consistent with the proposed FLEX trading processes. 
Instructions that are available for non-FLEX Orders but will not be 
available for FLEX Orders are consistent with the fact that FLEX Orders 
will only be eligible to trade following an electronic or open outcry 
FLEX Auction and not rest in an electronic book or route away, and 
because there is no market for FLEX Options (for which most Order 
Instructions and Times-in-Force set forth in Rule 5.6 in the shell 
Rulebook are relevant). The Exchange believes making these order types, 
instructions, and times-in-force available for FLEX Orders is 
consistent with the Exchange's authority to designate availability of 
orders types on a class-by-class basis.\147\ The Exchange believes the 
proposed rule change will benefit investors by specifying the order 
types that are available for FLEX trading, as it provides investors 
with additional transparency.
---------------------------------------------------------------------------

    \147\ See Rule 6.53 in the current Rulebook and Rule 5.6 in the 
shell Rulebook.
---------------------------------------------------------------------------

    Similarly, the proposed rule change regarding FLEX Order 
requirements will benefit investors, because it provides investors with 
additional transparency regarding complex order entry requirements for 
FLEX Options. As noted above, certain of the proposed requirements are 
consistent with current rules, while the restrictions on permissible 
combinations of exercise styles and settlement types on the leg 
components will have no impact on trading, as FLEX Traders do not 
currently trade complex orders with legs in the combinations that the 
proposed rule change proposes to restrict. Additionally, as noted 
above, the proposed rule change to require FLEX Traders to input the 
leg prices of complex FLEX Orders upon entry merely moves this 
requirement to the time of order submission rather than post-trade (as 
is required today). Additionally, much of the proposed rule change is 
merely relocating rules from the current Rulebook to the shell 
Rulebook, including flexible terms (such as settlement type, exercise 
price, exercise style, and expiration date) and fungibility provisions, 
and making only nonsubstantive changes, which will therefore have no 
impact on FLEX trading. The Exchange believes providing a reorganized, 
holistic rulebook upon migration will also benefit investors.
    The proposed rule change to adopt electronic and open outcry FLEX 
Auctions is also consistent with Section 11(a)(1) of the Act \148\ and 
the rules promulgated thereunder. Generally, Section 11(a)(1) of the 
Act restricts any member of a national securities exchange from 
effecting any transaction on such exchange for (i) the member's own 
account, (ii) the account of a person associated with the member, or 
(iii) an account with respect to which the member or a person 
associated with the member exercises investment discretion, unless a 
specific exemption is available. Examples of common exemptions include 
the exemption for transactions by broker dealers acting in the capacity 
of a market maker under Section 11(a)(1)(A),\149\ the ``G'' exemption 
for yielding priority to non-members under Section 11(a)(1)(G) of the 
Act and Rule 11a1-1(T) thereunder,\150\ and ``Effect vs. Execute'' 
exemption under Rule 11a2-2(T) under the Act.\151\
---------------------------------------------------------------------------

    \148\ 15 U.S.C. 78k(a). Section 11(a)(1) prohibits a member of a 
national securities exchange from effecting transactions on that 
exchange for its own account, the account of an associated person, 
or an account over which it or its associated person exercises 
discretion unless an exception applies.
    \149\ 15 U.S.C. 78k(a)(1)(A).
    \150\ 15 U.S.C. 78k(a)(1)(G) and 17 CFR 240.11a1-1(T).
    \151\ 17 CFR 240.11a2-2(T).
---------------------------------------------------------------------------

    As noted above, FLEX Traders that effect FLEX transactions in open 
outcry may qualify for the ``G'' exemption by yielding priority to any 
bid (offer) at the same price of any other bid (offer) that has 
priority over those broker-dealer orders under this Rule. However, FLEX 
Traders may not rely on the ``G'' exemption to execute proprietary 
orders in the electronic FLEX Auctions as set forth in proposed Rule 
5.72(e). Therefore, a FLEX Trader must ensure it complies with another 
exemption, such as the ``Effect vs. Execute'' exemption, when 
submitting proprietary FLEX Orders for electronic execution.
    The ``Effect vs. Execute'' exemption permits an exchange member, 
subject to certain conditions, to effect transactions for covered 
accounts by arranging for an unaffiliated member to execute 
transactions on the exchange. To

[[Page 54690]]

comply with Rule 11a2-2(T)'s conditions, a member: (a) Must transmit 
the order from off the exchange floor; (b) may not participate in the 
execution of the transaction once it has been transmitted to the member 
performing the execution; \152\ (c) may not be affiliated with the 
executing member; and (d) with respect to an account over which the 
member has investment discretion, neither the member nor its associated 
person may retain any compensation in connection with effecting the 
transaction except as provided in the Rule. For the reasons set forth 
below, the Exchange believes that TPHs entering orders into an 
electronic FLEX Auction would satisfy the requirements of Rule 11a2-
2(T).
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    \152\ The member may, however, participate in clearing and 
settling the transaction.
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    The Exchange believes the electronic platform component of the 
electronic FLEX Auction will place all users--both TPHs and non-TPHs on 
the ``same footing'' as intended by Rule11a2-2(T). Given the automated 
matching and execution at the conclusion of an electronic FLEX Auction, 
no TPH would enjoy any special control over the time of execution or 
special order handling advances for orders executed electronically 
following an electronic FLEX Auction, because such orders would be 
centrally processed for execution by computer, as compared to being 
handled by a member through bids and offers on the trading floor. 
Because the electronic trading platform components are designed to 
prevent any TPHs from gaining any time and place advantages, the 
Exchange believes the proposed electronic FLEX Auction satisfies the 
four components of the ``Effect vs. Execute'' rule as well as the 
general policy objectives of Section 11(a) of the Act.
    In the context of automated trading systems, the Commission has 
found that the off-floor transmission requirement is met if a covered 
account order is transmitted from off the floor directly to the 
Exchange by electronic means.\153\ Because the Exchange's electronic 
FLEX Auction receives, and will continue to receive, orders from FLEX 
Traders electronically through remote terminals or computer-to-computer 
interfaces, the Exchange believes that orders submitted to an 
electronic FLEX Auction from off the Exchange's trading floor will 
satisfy the off-floor transmission requirement.
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    \153\ See, e.g., Securities Exchange Act Release Nos. 61419 
(January 26, 2010), 75 FR 5157 (February 1, 2010) (SR-BATS-2009-031) 
(approving BATS options trading); 59154 (December 23, 2008), 73 FR 
80468 (December 31, 2008) (SR-BSE-2008-48) (approving equity 
securities listing and trading on BSE); 57478 (March 12, 2008), 73 
FR 14521 (March 18, 2008) (SR-NASDAQ-2007-004 and SR-NASDAQ-2007-
080) (approving NOM options trading); 53128 (January 13, 2006), 71 
FR 3550 (January 23, 2006) (File No. 10-131) (approving The Nasdaq 
Stock Market LLC); 44983 (October 25, 2001), 66 FR 55225 (November 
1, 2001) (SR-PCX-00-25) (approving Archipelago Exchange); 29237 (May 
24, 1991), 56 FR 24853 (May 31, 1991) (SR-NYSE-90-52 and SR-NYSE-90-
53) (approving NYSE's Off-Hours Trading Facility); and 15533 
(January 29, 1979), 44 FR 6084 (January 31, 1979) (``1979 
Release'').
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    The second condition of Rule 11a2-2(T) requires that neither a 
member nor an associated person of such member participate in the 
execution of its order. The Exchange represents that, upon submission 
to an electronic FLEX Auction, an order or FLEX response will be 
executed automatically pursuant to the Rules set forth for electronic 
FLEX Auctions. In particular, execution of a FLEX Order or FLEX 
response sent to the electronic FLEX Auction depends not on the FLEX 
Trader entering the FLEX Order or FLEX response, but rather on what 
other orders and responses are present and the priority of those orders 
and responses. Thus, at no time following the submission of a FLEX 
Order or FLEX response is a FLEX Trader or associated person of such 
FLEX Trader able to acquire control or influence over the result or 
timing of order or response execution.\154\ Once the FLEX Order or FLEX 
response, as applicable, has been transmitted, the FLEX Trader that 
submitted the order or response, respectively, will not participate in 
its execution. No FLEX Trader, including the Submitting FLEX Trader, 
will see a FLEX response submitted into an electronic FLEX Auction, and 
therefore and will not be able to influence or guide the execution of 
their FLEX Orders or FLEX responses, as applicable.
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    \154\ Submitting FLEX Traders may modify or cancel their FLEX 
Orders, and all FLEX Traders may modify or cancel their responses, 
after being submitted to an electronic FLEX Auction. The Exchange 
notes that the Commission has stated that the non-participation 
requirement does not preclude members from cancelling or modifying 
orders, or from modifying instructions for executing orders, after 
they have been transmitted so long as such modifications or 
cancellations are also transmitted from off the floor. See 
Securities Exchange Act Release No. 14563 (March 14, 1978), 43 FR 
11542, 11547 (the ``1978 Release'').
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    Rule 11a2-2(T)'s third condition requires that the order be 
executed by an exchange member who is unaffiliated with the member 
initiating the order. The Commission has stated that the requirement is 
satisfied when automated exchange facilities, such as the electronic 
FLEX Auction, are used, as long as the design of these systems ensures 
that members do not possess any special or unique trading advantages in 
handling their orders after transmitting them to the exchange.\155\ The 
Exchange represents that the electronic FLEX Auction is designed so 
that no FLEX Trader has any special or unique trading advantage in the 
handling of its orders after transmitting its orders to the mechanism.
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    \155\ In considering the operation of automated execution 
systems operated by an exchange, the Commission noted that, while 
there is not an independent executing exchange member, the execution 
of an order is automatic once it has been transmitted into the 
system. Because the design of these systems ensures that members do 
not possess any special or unique trading advantages in handling 
their orders after transmitting them to the exchange, the Commission 
has stated that executions obtained through these systems satisfy 
the independent execution requirement of Rule 11a2-2(T). See 1979 
Release.
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    A TPH (not acting in a market-maker capacity) could submit an order 
for a covered account from off of the Exchange's trading floor to an 
unaffiliated Floor Broker for submission for execution in the FLEX 
Auction from the trading floor and satisfy the ``Effect vs. Execute'' 
exemption (assuming the other conditions are satisfied).\156\ However, 
a TPH could not submit an order for a covered account to its ``house'' 
Floor Broker on the trading floor for execution and rely on this 
exemption. Because a TPH may not rely on the ``G'' exemption when 
submitting a FLEX Order to an electronic FLEX Auction,\157\ it would 
need to ensure another exception applies in this situation.
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    \156\ Orders for covered accounts that rely on the ``Effect vs. 
Execute'' exemption in this scenario must be transmitted from a 
remote location directly to the Floor Broker on the trading floor by 
electronic means.
    \157\ See proposed Rule 5.72(e).
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    Rule 11a2-2(T)'s fourth condition requires that, in the case of a 
transaction effected for an account with respect to which the 
initiating member or an associated person thereof exercises investment 
discretion, neither the initiating member nor any associated person 
thereof may retain any compensation in connection with effecting the 
transaction, unless the person authorized to transact business for the 
account has expressly provided otherwise by written contract referring 
to Section 11(a) of the Act and Rule 11a2-2(T) thereunder.\158\ The 
Exchange

[[Page 54691]]

recognizes that FLEX Traders relying on Rule 11a2-2(T) for transactions 
effected through the electronic FLEX Auction must comply with this 
condition of the Rule, and the Exchange will enforce this requirement 
pursuant to its obligations under Section 6(b)(1) of the Act to enforce 
compliance with federal securities laws.
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    \158\ See 17 CFR 240.11a2-2(T)(a)(2)(iv). In addition, Rule 
11a2-2(T)(d) requires a member or associated person authorized by 
written contract to retain compensation, in connection with 
effecting transactions for covered accounts over which such member 
or associated persons thereof exercises investment discretion, to 
furnish at least annually to the person authorized to transact 
business for the account a statement setting forth the total amount 
of compensation retained by the member in connection with effecting 
transactions for the account during the period covered by the 
statement which amount must be exclusive of all amounts paid to 
others during that period for services rendered to effect such 
transactions. See also 1978 Release (stating ``[t]he contractual and 
disclosure requirements are designed to assure that accounts 
electing to permit transaction-related compensation do so only after 
deciding that such arrangements are suitable to their interests'').
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    Therefore, Exchange believes that the instant proposal is 
consistent with Rule 11a2-2(T), and that therefore the exception should 
apply in this case. Therefore, the Exchange believes the proposed rule 
change is consistent with Section 11(a) of the Act and the rules 
thereunder.

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 does not 
believe the proposed rule change will impose any burden on intramarket 
competition, as the proposed rule change will apply in the same manner 
to all FLEX Orders submitted for electronic or open outcry execution. 
The trading of FLEX Auctions, and the use of either of the proposed 
FLEX Auctions, are voluntary for TPHs to use and will be available to 
all TPHs that register with the Exchange as FLEX Traders. As discussed 
above, the Exchange believes the proposed rule change should encourage 
FLEX Traders to compete amongst each other by responding with their 
best price and size for a particular auction. Because bids and offers 
in response to an Auction (whether electronic or open outcry) will have 
the same opportunity to execute against the FLEX Order (which is 
allocated in a pro-rata manner against bids and offers at the same 
price), a FLEX Trader will be encouraged to respond to FLEX Auctions 
with bids and offers at the best and most aggressive prices. The 
Exchange believes the proposed rule change will encourage FLEX Traders 
to compete vigorously to provide the opportunity for price improvement 
for FLEX Orders in a competitive auction process.
    The Exchange does not believe the proposed rule change will impose 
any burden on intermarket competition. The proposed rule change 
simplifies the FLEX trading principles, and harmonizes the FLEX auction 
trading procedures with the non-FLEX trading. The Exchange believes 
aligning FLEX trading processes with non-FLEX trading processes with 
which FLEX Traders are familiar may further encourage FLEX trading on 
the Exchange. The Exchange believes this is a further improved and 
comparable alternative to the OTC market in customized options. By 
enhancing our FLEX trading platform and making it similar to trading 
procedures in non-FLEX options, with which market participants are 
generally more familiar, the Exchange believes it may be a more 
attractive alternative to the OTC market. The Exchange believes market 
participants benefit from being able to trade customized options in an 
exchange environment in several ways, including but not limited to the 
following: (1) Enhanced efficiency in initiating and closing out 
position; (2) increased market transparency; and (3) heightened contra-
party creditworthiness due to the role of OCC as issuer and guarantor 
of FLEX Options.

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

    The Exchange neither solicited nor received comments on 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 \159\ and Rule 
19b-4(f)(6) thereunder.\160\
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    \159\ 15 U.S.C. 78s(b)(3)(A).
    \160\ 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.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \161\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \162\ 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 prior to the 
proposed Exchange's system migration on October 7, 2019, in order to 
permit the Exchange to provide FLEX trading functionality to market 
participants on an uninterrupted basis. In support of its waiver 
request, the Exchange cites to similarities between its proposed rule 
and the rules for non-FLEX transactions pursuant to the Exchange's 
standard auction process.\163\ In addition, the Exchange notes 
similarities to certain functionalities already in place on other 
exchanges.\164\ Additionally, the Exchange states that the proposal 
relocates certain rules from the current Rulebook to the shell 
Rulebook, including flexible terms and fungibility provisions, and 
makes only non-substantive changes to such provisions, which the 
Exchange believes will have no impact on FLEX trading. The Exchange 
further notes that it has provided market participants with notice of 
this change in advance of the system migration.\165\ For these reasons, 
the Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission designates the proposed rule change to be 
operative upon filing.\166\
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    \161\ 17 CFR 240.19b-4(f)(6).
    \162\ 17 CFR 240.19b-4(f)(6)(iii).
    \163\ See, e.g., Rule 5.33(d) and Rule 5.85(a) of the shell 
Rulebook.
    \164\ See supra note 146.
    \165\ See supra note 6.
    \166\ 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).
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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 will 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.

[[Page 54692]]

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-CBOE-2019-084 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-CBOE-2019-084. 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-CBOE-2019-084 and should be submitted on 
or before October 31, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\167\
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    \167\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22144 Filed 10-9-19; 8:45 am]
 BILLING CODE 8011-01-P