[Federal Register Volume 84, Number 206 (Thursday, October 24, 2019)]
[Notices]
[Pages 57135-57138]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23155]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87362; File No. SR-PEARL-2019-32]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange
Rule 521, Nullification and Adjustment of Options Transactions
Including Obvious Errors, Interpretation and Policy .01, and Exchange
Rule 530, Limit Up-Limit Down
October 18, 2019.
Pursuant to the provisions of Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on October 16, 2019, MIAX PEARL, LLC (``MIAX
PEARL'' or the ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'') a proposed rule change as described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is filing a proposal to amend Exchange Rule 521,
Nullification and Adjustment of Options Transactions Including Obvious
Errors, Interpretation and Policy .01, and Exchange Rule 530, Limit Up-
Limit Down, to make permanent certain options market rules that are
linked to the equity market Plan to Address Extraordinary Market
Volatility.
The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX
PEARL's principal office, and at the Commission's Public Reference
Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to make permanent
certain options market rules in connection with the equity market Plan
to Address Extraordinary Market Volatility (the ``Limit Up-Limit Down
Plan'' or the ``Plan''). This change is being proposed in connection
with the recently approved amendment to the Limit Up-Limit Down Plan
that allows the Plan to continue to operate on a permanent basis
(``Amendment 18'').\3\
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 85623 (April 11,
2019), 84 FR 16086 (April 17, 2019) (Order Approving Amendment No.
18).
---------------------------------------------------------------------------
In an attempt to address extraordinary market volatility in NMS
Stock, and, in particular, events like the severe volatility on May 6,
2010, U.S. national securities exchanges and the Financial Industry
Regulatory Authority, Inc. (collectively, ``Participants'') drafted the
Plan pursuant to Rule 608 of Regulation NMS and under the Act.\4\ On
May 31, 2012, the Commission approved the Plan, as amended, on a one-
year pilot basis.\5\ Though the Plan was primarily designed for equity
markets, the Exchange believed it would, indirectly, potentially impact
the options markets as well. Thus, the Exchange has previously adopted
and amended Exchange Rule 521, Interpretation and Policy .01, and
Exchange Rule 530, to ensure the option markets were not harmed as a
result of the Plan's implementation and implemented such rules on a
pilot basis that has coincided with the pilot period for the Plan
(collectively, the ``Options Pilots'').\6\ Exchange Rule 530
essentially serves as a roadmap for the Exchange's universal changes
due to the implementation of the Plan and provides for trading halts
whenever a market-wide trading halt is initiated due to extraordinary
market conditions pursuant to the Plan. Exchange Rule 521,
Interpretation and Policy .01, provides that transactions executed
during a limit or straddle state are not subject to the obvious and
catastrophic error rules. A limit or
[[Page 57136]]
straddle state occurs when at least one side of the National Best Bid
(``NBB'') or Offer (``NBO'') bid/ask is priced at a non-tradable level.
Specifically, a straddle state exists when the NBB is below the lower
price band while the NBO is inside the price band or when the NBO is
above the upper price band and the NBB is within the band, while a
limit state occurs when the NBO equals the lower price band (without
crossing the NBB), or the NBB equals the upper price band (without
crossing the NBO).
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 64547 (May 25,
2011), 76 FR 31647 (June 1, 2011)(File No. 4-631).
\5\ See Securities and Exchange Act Release No. 67091 (May 31,
2012) 77 FR 33498 (June 6, 2012).
\6\ See Securities Exchange Act Release Nos. 81324 (August 7,
2017), 82 FR 37618 (August 11, 2017) (SR-PEARL-2017-33); 85571
(April 9, 2019), 84 FR 15263 (April 15, 2019)(SR-PEARL-2019-14).
---------------------------------------------------------------------------
The Exchange adopted the Options Pilots to protect investors
because when an underlying security is in a limit or straddle state,
there will not be a reliable price for the security to serve as a
benchmark for the price of the option. Specifically, the Exchange
adopted Exchange Rule 521, Interpretation and Policy .01, because the
application of the obvious and catastrophic error rules would be
impracticable given the potential for lack of a reliable NBBO in the
options market during limit and straddle states. When adjusting or
busting a trade pursuant to the obvious error rule, the determination
of theoretical value of a trade generally references the NBB (for
erroneous sell transactions) or NBO (for erroneous buy transactions)
just prior to the trade in question, and is therefore not reliable when
at least one side of the NBBO is priced at a non-tradeable level, as is
the case in limit and straddle states. In such a situation, determining
theoretical value may often times be a very subjective rather than an
objective determination and could give rise to additional uncertainty
and confusion for investors. As a result, application of the obvious
and catastrophic error rules would be impracticable given the lack of a
reliable NBBO in the options market during limit and straddle states,
and may produce undesirable effects or unanticipated consequences.
The Exchange adopted additional measures via other Options Pilot
rules that are designed to protect investors during limit and straddle
states. For example, the Exchange will reject market orders and not
elect stop orders \7\ during a Limit Up-Limit Down state to ensure that
only those orders with a limit price will be executed during a limit or
straddle state given the uncertainty of market prices during such a
state. Furthermore, the Exchange believes that eliminating the
application of obvious error rules during a limit or straddle state
eliminates the re-evaluation of a transaction executed during such a
state that could potentially create an unreasonable adverse selection
opportunity due to lack of a reliable reference price on one side of
the market or another and discourage participants from providing
liquidity during limit and straddle states, which is contrary to the
goal in limiting participants' adverse selection with the application
of the obvious error rule during normal trading states. For these
reasons, the Exchange believes the Options Pilots are designed to add
certainty on the options markets, which encourages more investors to
participate in light of the changes associated with the Plan. The Plan
was originally implemented on a pilot-basis in order to allow the
public, the participating exchanges, and the Commission to assess the
operation of the Plan and whether the Plan should be modified prior to
approval on a permanent basis. As stated, the Exchange adopted the
Option Pilots to coincide with this pilot; to continue the protections
therein while the industry gains further experience operating the Plan.
---------------------------------------------------------------------------
\7\ This includes rules in connection with special handling for
market orders, market-on-close orders, stop orders, and stock-option
orders, as well as for certain electronic order handling features in
a Limit Up-Limit Down state, the obvious error rules, and providing
that the Exchange will not require Market-Makers to quote in series
of options when the underlying security is in a Limit Up-Limit Down
state.
---------------------------------------------------------------------------
In connection with the order approving the establishment of the
obvious error pilot, as well as the extensions of the obvious error
pilot, the Exchange committed to submit monthly data regarding the
program and to submit an overall analysis of the obvious error pilot in
conjunction with the data submitted under the Plan and any other data
as requested by the Commission. Pursuant to the Exchange's Form 1
Application for approval as a national securities exchange, approved by
the Commission on December 13, 2016, each month since February of 2017,
the Exchange committed to provide the Commission, and the public, a
dataset containing the data for each straddle and limit state in
optionable stocks that had at least one trade on the Exchange.\8\ The
Exchange has continued to provide the Commission with this data on a
monthly basis since February 2017. For each trade on the Exchange, the
Exchange provides (a) the stock symbol, option symbol, time at the
start of the straddle or limit state, an indicator for whether it is a
straddle or limit state, and (b) for the trades on the Exchange, the
executed volume, time-weighted quoted bid-ask spread, time-weighted
average quoted depth at the bid, time-weighted average quoted depth at
the offer, high execution price, low execution price, number of trades
for which a request for review for error was received during straddle
and limit states, an indicator variable for whether those options
outlined above have a price change exceeding 30% during the underlying
stock's limit or straddle state compared to the last available option
price as reported by OPRA before the start of the limit or straddle
state. In addition, to help evaluate the impact of the pilot program,
the Exchange has provided to the Commission, and the public,
assessments relating to the impact of the operation of the obvious
error rules during limit and straddle states including: (1) An
evaluation of the statistical and economic impact of limit and straddle
states on liquidity and market quality in the options markets, and (2)
an assessment of whether the lack of obvious error rules in effect
during the straddle and limit states are problematic. The Exchange has
concluded that the Options Pilots do not negatively impact market
quality during normal market conditions,\9\ and that there has been
insufficient data to assess whether a lack of obvious error rules is
problematic, however, the Exchange believes the continuation of
Exchange Rule 521, Interpretation and Policy .01 functions to protect
against any unanticipated consequences in the options markets during a
limit or straddle state and add certainty on the options markets.
---------------------------------------------------------------------------
\8\ See Securities Exchange Act Release No. 79543 (December 13,
2016), 81 FR 92901 (December 20, 2016)(In the Matter of the
Application of MIAX PEARL, LLC for Registration as a National
Securities Exchange); see also MIAX PEARL Form 1 Application,
Exhibit E, Section E; MIAX PEARL, LULD Pilot Reports, available at
https://www.miaxoptions.com/pilot-reports.
\9\ See also MIAX PEARL, LULD Pilot Reports, available at
https://www.miaxoptions.com/pilot-reports. During the most recent
Review Period the Exchange did not receive any obvious error review
requests for Limit-Up-Limit Down trades, and Limit Up-Limit Down
trade volume accounted for nominal overall trade volume.
---------------------------------------------------------------------------
The Commission recently approved the Plan on a permanent basis
(Amendment 18).\10\ In connection with this approval, the Exchange now
proposes to amend Exchange Rule 521, Interpretation and Policy .01, and
Exchange Rule 530 that currently implement the provisions of the Plan
on a pilot basis to eliminate the pilot basis, which effectiveness
expires on October 18, 2019, and to make such rules permanent. In its
approval order to make the Plan permanent, the Commission recognized
that, as a result of the Participants' and industry analysis of the
Plan's operation, the
[[Page 57137]]
Limit Up-Limit Down mechanism effectively addresses extraordinary
market volatility. Indeed, the Plan benefits markets and market
participants by helping to ensure orderly markets, but also, the
Exchange believes, based on the data made available to the public and
the Commission during the pilot period, that the obvious error pilot
does not negatively impact market quality during normal market
conditions.\11\ Rather, the Exchange believes the obvious error pilot
functions to protect against any unanticipated consequences in the
options markets during a limit or straddle state and add certainty on
the options markets. The Exchange also believes the other Options
Pilots rules provide additional measures designed to protect investors
during limit and straddle states. For example, the Exchange will reject
market orders and not elect stop orders \12\ during a Limit Up-Limit
Down state to ensure that only those orders with a limit price will be
executed during a limit or straddle state given the uncertainty of
market prices during such a state. This removes impediments to and
perfects the mechanism of a free and open market and national market
system by encouraging more investors to participate in light of the
changes associated with the Plan. The Exchange believes that if
approved on a permanent basis, the Options Pilots would permanently
provide investors with the above-described additional certainty of
market prices and mitigation of unanticipated consequences and
unreasonable adverse selection risk during limit and straddle states.
---------------------------------------------------------------------------
\10\ See supra note 3.
\11\ See supra note 9.
\12\ See supra note 7.
---------------------------------------------------------------------------
The Exchange understands that the other national securities
exchanges will also file similar proposals to make permanent their
respective pilot programs. Since the Commission's approval of Amendment
18 allowing the Plan to operate on a permanent basis, the Exchange and
other national securities exchanges have determined that no further
amendments should be made to the Options Pilots; \13\ the current
Options Pilots effectively address extraordinary market volatility, are
reasonably designed to comply with the requirements of the Plan,
facilitate compliance with the Plan and should now operate on a
permanent basis, consistent with the Plan. The Exchange does not
propose any substantive or additional changes to Exchange Rule 521,
Interpretation and Policy .01, or Exchange Rule 530.
---------------------------------------------------------------------------
\13\ See Securities Exchange Act Release No. 85571 (April 9,
2019), 84 FR 15263 (April 15, 2019) (SR-PEARL-2019-14).
---------------------------------------------------------------------------
The Exchange also proposes to amend Exchange Rule 530 to remove the
following sentence from the first paragraph: ``The Exchange will
provide the Commission with data and analysis during the duration of
this pilot as requested.'' The purpose of this proposed change is to
further align the Exchange's Limit Up-Limit Down rules with competing
options exchanges that have proposed rules consistent with this
proposal. For example, Cboe Exchange, Inc. (``Cboe'') removed a similar
provision in a 2015 rule filing \14\ and continued to provide the
Commission, and the public, each month with a dataset containing the
data for each straddle and limit state in optionable stocks that had at
least one trade on the Exchange.
---------------------------------------------------------------------------
\14\ See Securities Exchange Act Release No. 74898 (May 7,
2015), 80 FR 27354 (May 13, 2015 (SR-CBOE-2015-039) (Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change
Relating to Nullification and Adjustment of Options Transactions
Including Obvious Errors).
---------------------------------------------------------------------------
Additionally, the proposed changes would align the Exchange's rules
with the similar rule by Cboe.\15\
---------------------------------------------------------------------------
\15\ See Securities Exchange Act Release No. 87311 (October 15,
2019)(SR-CBOE-2019-049) (Notice of Filing of Amendment No. 2 and
Order Granting Accelerated Approval of a Proposed Rule Change, as
Modified by Amendment Nos. 1 and 2, to Make Permanent Certain
Options Market Rules That Are Linked to the Equity Market Plan to
Address Extraordinary Market Volatility).
---------------------------------------------------------------------------
2. Statutory Basis
MIAX PEARL believes the proposed rule change is consistent with the
Act and the rules and regulations thereunder applicable to the Exchange
and, in particular, the requirements of Section 6(b) of the Act.\16\
Specifically, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \17\ 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) \18\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(5).
\18\ Id.
---------------------------------------------------------------------------
In particular, the Exchange believes that the proposed rule changes
support the objectives of perfecting the mechanism of a free and open
market and the national market system because they promote transparency
and uniformity across markets concerning rules for options markets
adopted to coincide with the Plan. The Exchange believes that
eliminating the pilot basis for the Options Pilots and making such
rules permanent facilitates compliance with the Plan by adding
certainty to the markets during periods of market volatility, which has
been approved and found by the Commission to be reasonably designed to
prevent potentially harmful price volatility in NMS Stocks. It has been
determined by the Commission that the Plan benefits markets and market
participants by helping to ensure orderly markets, and, based on the
data made available to the public and the Commission during the pilot
period for Exchange Rule 521, Interpretation and Policy .01, the Plan
does not negatively impact options market quality during normal market
conditions. Rather, the Plan, as it is implemented under the obvious
error pilot, functions to protect against any unanticipated
consequences in the options markets during a limit or straddle state
and add certainty on the options markets. During a limit or straddle
state, determining theoretical value of an option may be a subjective
rather than an objective determination given the lack of a reliable
NBBO, which may create an unreasonable adverse selection opportunity
and discourage participants from providing liquidity during limit and
straddle states. Therefore, the Exchange believes eliminating obvious
error review in such states would, in turn, eliminate uncertainty and
confusion for investors and benefit investors by encouraging more
participation in light of the changes associated with the Plan. As
stated, the Exchange believes the other Options Pilots rules provide
additional measures designed to protect investors during limit and
straddle states. For example, the Exchange will reject market orders
and not elect stop orders \19\ during a Limit Up-Limit Down state to
ensure that only those orders with a limit price will be executed
during a limit or straddle state given the uncertainty of market prices
during such a state. Accordingly, the Exchange believes that making the
Options Pilots permanent will further the goals of investor protection
and fair and orderly
[[Page 57138]]
markets as the rules effectively address extraordinary market
volatility pursuant to the Plan.
---------------------------------------------------------------------------
\19\ See supra note 7.
---------------------------------------------------------------------------
Further, the Exchange believes that the proposed rule change to
remove text in the first paragraph of Exchange Rule 530 regarding the
Exchange providing the Commission with data and analysis during the
duration of the pilot as requested supports the objectives of
perfecting the mechanism of a free and open market and the national
market system because it furthers aligns the Exchange's Limit Up-Limit
Down rules with competing options exchanges.\20\
---------------------------------------------------------------------------
\20\ See supra note 14.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
necessary to reflect that the Plan no longer operates as a pilot and
has been approved to operate on a permanent basis by the Commission. As
such, Exchange Rule 521, Interpretation and Policy .01 and Exchange
Rule 530, which implement protections in connection with the Plan,
should be amended to operate on a permanent basis. The Exchange
understands that the other national securities exchanges will also file
similar proposals to make permanent their respective pilot programs.
Thus, the proposed rule change will help to ensure consistency across
market centers without implicating any competitive issues.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \21\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\22\
---------------------------------------------------------------------------
\21\ 15 U.S.C. 78s(b)(3)(A)(iii).
\22\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) \23\ normally
does not become operative prior to 30 days after the date of the
filing. However, Rule 19b-4(f)(6)(iii) \24\ 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 asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become effective and operative immediately upon filing.
The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest, as
it will allow the current Options Pilots to continue on a permanent
basis without any changes, prior to the pilot expiration on October 18,
2019. For this reason, the Commission hereby waives the 30-day
operative delay and designates the proposed rule change as operative
upon filing.\25\
---------------------------------------------------------------------------
\23\ 17 CFR 240.19b-4(f)(6).
\24\ 17 CFR 240.19b-4(f)(6)(iii).
\25\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-PEARL-2019-32 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-PEARL-2019-32. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-PEARL-2019-32 and should be submitted on
or before November 14, 2019.
---------------------------------------------------------------------------
\26\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-23155 Filed 10-23-19; 8:45 am]
BILLING CODE 8011-01-P