[Federal Register Volume 84, Number 215 (Wednesday, November 6, 2019)]
[Notices]
[Pages 59866-59878]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-24185]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87435; File No. SR-CboeEDGX-2019-064]


Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice 
of Filing of a Proposed Rule Change To Adopt Rule 21.23 (Complex 
Solicitation Auction Mechanism)

October 31, 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 23, 2019, Cboe EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') proposes to 
adopt Rule 21.23. The text of the proposed rule change is provided in 
Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/options/regulation/rule_filings/edgx/), 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
    The proposed rule change permits use of its Solicitation Auction 
Mechanism (``SAM'') for complex orders. Specifically, the proposed rule 
change adopts Rule 21.23, which describes how complex orders may be 
submitted to and will be processed in a SAM Auction (``C-SAM'' or ``C-
SAM Auction''). Complex orders will be processed and executed in a C-
SAM Auction pursuant to proposed Rule 21.23 in a similar manner as 
simple orders are processed and executed in a SAM Auction pursuant to 
Rule 21.21.\3\ C-SAM will provide market participants with an 
opportunity to receive price improvement for their larger-sized complex 
orders. The proposed rule change is substantially the same as the 
complex order solicitation price improvement mechanism of Cboe

[[Page 59867]]

Options, as well as other options exchanges.\4\
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    \3\ The Exchange notes the Securities and Exchange Commission 
(the ``Commission'') recently approved Rule 21.21 regarding the 
Exchange's SAM Auction, which the Exchange intends to make available 
upon approval of this rule filing. See Securities Exchange Act 
Release No. 87060 (September 23, 2019), 84 FR 51211 (September 27, 
2019) (SR-CboeEDGX-2019-047).
    \4\ See Cboe Options Rule 5.40; see also, e.g., Nasdaq ISE, LLC 
(``ISE'') Options 3, Section 11(e).
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    The Exchange believes the similarity of C-SAM to SAM, AIM, and C-
AIM and the mechanisms of other exchanges will allow the Exchange's 
proposed price improvement functionality to fit seamlessly into the 
options market and benefit market participants who are already familiar 
with this similar functionality. The Exchange also believes this will 
encourage Options Members to compete vigorously to provide the 
opportunity for price improvement for complex orders in a competitive 
auction process.
    An Options Member (the ``Initiating Member'') may electronically 
submit for execution a complex order it represents as agent (``Agency 
Order'') against a solicited complex order(s) (which cannot have a 
Capacity of F for the same EFID as the Agency Order) \5\ (a ``Solicited 
Order'') if it submits the Agency Order for electronic execution into a 
C-SAM Auction pursuant to proposed Rule 21.23. The Agency Order and 
Solicited Order cannot both be for the accounts of a customer. The 
Exchange believes it is appropriate for such customer-to-customer 
crosses to be submitted to a C-AIM Auction pursuant to Rule 21.22, as 
that rule contains a provision for Customer-to-Customer Immediate AIM 
Crosses for complex orders. For purposes of proposed Rule 21.23, the 
term ``SBBO'' means the synthetic best bid or offer \6\ at the 
particular point in time applicable to the reference.\7\
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    \5\ Because the Solicited Order cannot be facilitated by the 
Initiating Member, the Exchange proposes to add these systematic 
blocks, and will also conduct surveillance for compliance with the 
rule that prevents the Solicited Order from being a facilitation. 
Additionally, bulk messages (the equivalent of quoting 
functionality) are not available for complex orders. See Rule 
21.20(b).
    \6\ The SBBO is calculated using the best displayed price for 
each component of a complex strategy from the Simple Book. See Rule 
21.20(a)(11).
    \7\ See proposed introductory paragraph to Rule 21.23. This 
proposed paragraph is the same as the corresponding paragraph for 
simple SAM (introductory paragraph to Rule 21.21), except it refers 
to SBBO rather than the national best bid or offer (``NBBO''). There 
is no NBBO for complex orders, as complex orders may be executed 
without consideration of any prices for the complex strategy that 
might be available on other exchanges trading the same complex 
strategy. See Rule 21.20(c)(2)(E). Additionally, executions of legs 
of complex orders are exceptions to the prohibition of trade-
throughs. See Rule 27.2(b)(8).
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    Unlike simple SAM, there is no restriction on the solicited order 
being for the account of any Options Market Maker registered in the 
applicable series on the Exchange, as there are no Market Maker 
appointments to complex strategies. With respect to the simple markets, 
appointed Market Makers have a variety of obligations related to 
providing liquidity and making competitive markets in their appointed 
classes. Therefore, prohibiting Market-Makers from being solicited in a 
simple SAM Auction may encourage those Market-Makers to provide 
liquidity in that auction to provide liquidity through responses, as 
well as quotes on the Book that may have the opportunity to execute 
against the Agency Order. Because Market-Makers have no obligations to 
provide liquidity to complex markets (and there is no quoting 
functionality available in the complex order book (``COB'')), appointed 
Market-Makers are on equal footing with all other market participants 
with respect to C-SAM Auctions. Permitting Market-Makers to be 
solicited provides all market participants with the opportunity to 
provide liquidity to execute against Agency Orders in C-SAM Auctions in 
the same manner (both through solicitation, responses, and interest 
resting on the COB). Rule 21.22 similarly does not restrict appointed 
Market-Makers from being solicited to participate on the contra-side of 
C-AIM Auctions.\8\
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    \8\ Cboe Options Rule 5.40 similarly does not prohibit appointed 
Market-Makers from being solicited. See also NYSE American, LLC 
(``American'') Rule 971.2NY(a)(1) (which permits all users except 
customers from being solicited as the contra-party).
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    The Exchange does not believe permitting an appointed Market-Maker 
to be solicited for a C-SAM Auction provides the Market-Maker with any 
advantages with respect to its potential quotes in the applicable 
series in the Simple Book. Rule 18.4 prohibits any Options Member from 
misusing material nonpublic information, and requires Options Members 
to have policies and procedures designed to prevent the misuse of 
material nonpublic information. When a market participant is solicited 
to be the contra-side in a crossing auction, the knowledge of that 
auction is not yet public. If an appointed Market-Maker was solicited 
for a C-SAM Auction and modified its quotes in the Simple Book in the 
applicable series in response to that auction, the Exchange may 
determine that to be a violation of Rule 18.4. Such an action would 
only impact C-SAM Auction execution prices if those quotes were at the 
BBO in the applicable series. This is true for any Options Member 
solicited for a C-SAM Auction that modified the prices of any orders it 
has resting in the applicable legs in the Simple Book or in the 
applicable complex strategy resting in the COB, as C-SAM permissible 
execution prices are based on all interest resting in the Simple Book.
    As defined, the Solicited Order may be comprised of multiple 
orders, in which case they must total the same size as the Agency 
Order. This will accommodate multiple contra-parties and increase the 
opportunities for customer orders to be submitted into a C-SAM Auction 
with the potential for price improvement, since the Solicited Order 
must stop the full size of the Agency Order. This will have no impact 
on the execution of the Agency Order, which may trade against multiple 
contra-parties depending on the final execution price(s), as set forth 
in proposed paragraph (e). The Exchange notes that with regard to order 
entry, the first order submitted into the system is marked as the 
agency side and the second order is marked as the initiating/contra-
side. Additionally, the Solicited Order will always be entered as a 
single order, even if that order consists of multiple contra-parties, 
which are allocated their portion of the trade in a post-trade 
allocation.\9\
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    \9\ See Rule 21.22, introductory paragraph; see also Cboe 
Options Rule 5.40, introductory paragraph; and ISE Regulatory 
Information Circular 2014-013 (which states that the contra-side 
order submitted into a crossing mechanism (including the ISE 
solicited order mechanism) may consist of one or more parties).
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    The Initiating Member may initiate a C-SAM Auction if all of the 
following conditions are met:
     The Agency Order may be in any class of options traded on 
the Exchange.\10\
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    \10\ See proposed Rule 21.23(a)(1). Cboe Options Rule 5.40(a)(1) 
permits Cboe Options to make C-SAM available on a class-by-class 
basis. The Exchange does not believe it currently needs this 
flexibility.
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     The Initiating Member must mark an Agency Order for C-SAM 
Auction processing.\11\
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    \11\ See proposed Rule 21.23(a)(2); see also Cboe Options Rule 
5.40(a)(2).
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     The smallest leg of the Agency Order must be for at least 
the minimum size designated by the Exchange (which may not be less than 
500 standard option contracts or 5,000 mini-option contracts). The 
Solicited Order must be for (or must total, if the Solicited Order is 
comprised of multiple solicited orders) the same size as the Agency 
Order. The System handles each of the Agency Order and the Solicited 
Order as an all-or-none (``AON'') order.\12\
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    \12\ See proposed Rule 21.23(a)(3); see also Cboe Options Rule 
5.40(a)(3). The Exchange notes Rule 21.21(a)(3) requires the 
Initiating Member to designate the Agency Order and Solicited Order 
as AON. However, C-SAM functionality will automatically handle any 
orders submitted to the Exchange on a C-SAM message as AON, and thus 
will not require the Initiating Member to include an instruction on 
the orders for them to be handled as AON. The Exchange intends to 
amend Rule 21.21 in a separate rule filing to conform to the 
proposed provision.

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[[Page 59868]]

     The price of the Agency Order and Solicited Order must be 
in an increment of $0.01.\13\
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    \13\ See proposed Rule 21.23(a)(4). Cboe Options Rule 5.40(a)(4) 
permits Cboe Options to apply different minimum increments for C-SAM 
on a class-by-class basis. The Exchange does not believe it 
currently needs this flexibility.
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     The Initiating Member may not designate an Agency Order or 
Solicited Order as Post Only.\14\
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    \14\ See proposed Rule 21.23(a)(5); see also Cboe Options Rule 
5.40(a)(5).
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     The Initiating Member may only submit an Agency Order to a 
C-SAM Auction after the complex order book (``COB'') opens.\15\
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    \15\ See proposed Rule 21.23(a)(6); see also Cboe Options Rule 
5.40(a)(6).
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    The System rejects or cancels both an Agency Order and Solicited 
Order submitted to a C-SAM Auction that do not meet these 
conditions.\16\
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    \16\ See proposed Rule 21.23(a). Proposed paragraph (a) is the 
same as the corresponding paragraph for simple SAM (see Rule 
21.21(a)), except the proposed rule change does not provide that an 
Initiating Member may not submit an Agency Order if the NBBO is 
crossed (unless the Agency Order is a SAM ISO. As noted above, there 
is no NBBO for complex orders, and the legs of complex orders are 
not subject to the restriction on NBBO trade-throughs. Additionally, 
the proposed rule change references the opening of the COB rather 
than the market open, as the opening of the COB is when complex 
orders may begin trading.
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    The proposed introductory paragraph for Rule 21.23 is the same as 
the corresponding paragraph for C-AIM Auctions in Rule 21.22, which is 
the Exchange's price improvement crossing auction for complex Agency 
Orders of all sizes and substantially similar to the Exchange's C-SAM 
Auctions, except C-AIM Auctions permit facilitations and customer-to-
customer immediate crosses, while C-SAM Auctions only permit 
solicitations of larger-sized orders and do not permit customer-to-
customer immediate crosses, as set forth above.\17\
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    \17\ The proposed introductory paragraph is also substantially 
the same as the introductory paragraph in Rule 21.21, which is the 
rule describing the Exchange's simple SAM Auction.
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    The Solicited Order must stop the entire Agency Order at a price 
that satisfies the following:
     If the Agency Order is to buy (sell) and (a) the 
applicable side of the BBO on any component of the complex strategy 
represents a Priority Customer order on the Simple Book, the stop price 
must be at least $0.01 better than the SBB (SBO); or (b) the applicable 
side of the BBO on each component of the complex strategy represents a 
non-Priority Customer order or quote on the Simple Book, the stop price 
must be at or better than the SBB (SBO). This ensures the execution 
price of the Agency Order will improve the SBBO if there is a Priority 
Customer order in any of the legs on the Simple Book. The proposed rule 
change protects Priority Customers in any of the component legs of the 
Agency Order in the Simple Book. By permitting a Priority Customer 
Agency Order to trade at the SBBO if there is a resting non-Priority 
Customer order in the Book, the proposed rule change also protects 
Priority Customer orders submitted into a C-SAM Auction. The Exchange 
believes the proposed rule change is consistent with general customer 
priority principles.\18\
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    \18\ See also Rule 21.22(b)(1). General principles of customer 
priority ensure the execution price of complex orders will not be 
executed at prices inferior to the SBBO or at a price equal to the 
SBBO when there is a Priority Customer at the BBO for any component.
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     If the Agency Order is to buy (sell) and a buy (sell) 
complex order rests on the COB, the stop price must be at least $0.01 
better than the bid (offer) of the resting complex order, unless the 
Agency Order is a Priority Customer order and the resting order is not 
a Priority Customer, in which case the stop price must be at or better 
than the bid (offer) of the resting complex order. This ensures the 
execution price of the Agency Order will improve the price of any 
resting Priority Customer complex orders on the COB, and that the 
execution price of a Priority Customer Agency Order will not be 
inferior to the price of any resting non-Priority Customer complex 
orders on the COB. The proposed rule change protects Priority Customers 
on the same side of the COB as the current rule does. By permitting a 
Priority Customer Agency Order to trade at the same price as a resting 
non-Priority Customer order, the proposed rule change also protects 
Priority Customer orders submitted into a C-SAM Auction. Application of 
this check at the initiation of a C-SAM Auction may result in the 
Agency Order executing at a better price, since the stop price must 
improve any same-side complex orders (with the exception of a Priority 
Customer Agency Order and a resting non-Priority Customer order 
described above). The proposed rule change is consistent with general 
customer priority principles.\19\
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    \19\ See also Rule 21.22(b)(2).
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     If the Agency Order is to buy (sell) and (a) the BBO of 
any component of the complex strategy represents a Priority Customer 
order on the Simple Book, the stop price must be at least $0.01 better 
than the SBO (SBB), or (b) the BBO of each component of the complex 
strategy represents a non-Priority Customer order on the Simple Book, 
the stop price must be at or better than the SBO (SBB). This ensures 
the execution price of the Agency Order will improve the price of any 
Priority Customer orders resting in the Simple Book at the opposite 
side of the SBBO, and not be through the opposite side of the SBBO.\20\
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    \20\ See also Rule 21.22(b)(3).
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     If the Agency Order is to buy (sell) and the best-priced 
sell (buy) complex order on the COB represents (a) a Priority Customer 
complex order, the stop price must be at least $0.01 better than the 
SBO (SBB); or (b) a complex order that is not a Priority Customer, the 
stop price must be at or better than the price of the resting complex 
order. This ensures the execution price of the Agency Order will 
improve the price of any Priority Customer complex orders resting in 
the COB at the same price as the stop price, and not be through the 
price of any other complex order resting in the COB.\21\
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    \21\ There is no corresponding provision in Rule 21.22(b), 
because orders submitted into C-AIM auctions do not have AON 
contingencies, and Agency Orders submitted into those auctions may 
trade against both the contra-side order and other contra-side 
interest.
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    These proposed price checks are consistent with the permissible 
execution prices as set forth in proposed paragraph (e), as described 
below. The System rejects or cancels both an Agency Order and Solicited 
Order submitted to a C-SAM Auction that do not meet the conditions in 
this paragraph (b).\22\
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    \22\ Proposed Rule 21.23(b) is virtually identical to Cboe 
Options Rule 5.40(b), except the Cboe Options rule accounts for the 
possibility that there may be a different minimum increment other 
than $0.01.
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    Upon receipt of an Agency Order that meets the above conditions, 
the C-SAM Auction process commences. One or more C-SAM Auctions in the 
same complex strategy may occur at the same time. C-SAM Auctions in 
different complex strategies may be ongoing at any given time, even if 
the complex strategies have overlapping components. A C-SAM Auction may 
be ongoing at the same time as a SAM Auction in any component of the 
complex strategy.
    To the extent there is more than one C-SAM Auction in a complex 
strategy underway at a time, the C-SAM Auctions conclude sequentially 
based on the exact time each C-SAM Auction commenced, unless terminated 
early pursuant to proposed paragraph (d). In the event there are 
multiple C-SAM Auctions underway that are each terminated early 
pursuant to proposed paragraph (d), the System processes the

[[Page 59869]]

C-SAM Auctions sequentially based on the exact time each C-SAM Auction 
commenced. If the System receives a simple order that causes a SAM 
Auction and C-SAM Auction (or multiple SAM and/or C-SAM Auctions) to 
conclude pursuant to proposed paragraph (d) and Rule 21.21(d), the 
System first processes SAM Auctions (in price-time priority) and then 
processes C-SAM Auctions (in price-time priority). At the time each C-
SAM Auction concludes, the System allocates the Agency Order pursuant 
to proposed paragraph (e) and takes into account all C-SAM Auction 
responses and unrelated orders and quotes in place at the exact time of 
conclusion.\23\
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    \23\ See proposed Rule 21.23(c)(1); see also Rule 21.22(c)(1) 
and Cboe Options Rule 5.40(c)(1). Proposed paragraph (c)(1) is the 
same as the corresponding paragraph for simple SAM (see Rule 
21.21(c)(1)), except the proposed change adds how the System will 
handle ongoing auctions that include an overlapping component 
(whether that component is the subject of an ongoing simple SAM 
Auction or part of a complex strategy for which a different C-SAM 
Auction is ongoing).
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    The Exchange currently permits concurrent AIM Auctions in the same 
series (for Agency Orders of 50 or more contracts), concurrent SAM 
Auctions in the same series, and concurrent C-AIM Auctions in the same 
complex strategy,\24\ and thus believes it is appropriate to similarly 
permit concurrent C-SAM Auctions in the same complex strategy. The 
Exchange believes it is appropriate to permit concurrent C-SAM Auctions 
in the same complex strategy for the same reasons it permits concurrent 
C-AIM Auctions for larger-sized orders, and for the same reasons it 
permits concurrent simple AIM and SAM Auctions to occur. Different 
complex strategies are essentially different products, as orders in 
those strategies cannot interact, just as orders in different series or 
classes cannot interact. Therefore, the Exchange believes concurrent C-
SAM Auctions in different complex strategies is appropriate given that 
concurrent simple AIM Auctions in different series or different classes 
may occur. Similarly, while it is possible for a complex order to leg 
into the Simple Book, a complex order may only execute against simple 
orders if there is interest in each component in the appropriate ratio 
for the complex strategy. A simple order in one component of a complex 
strategy cannot on its own interact with a complex order in that 
complex strategy. Therefore, the Exchange believes it is appropriate to 
permit concurrent SAM and C-SAM Auctions that share a component. As 
proposed, C-SAM Auctions will ensure that Agency Orders execute at 
prices that protect Priority Customer orders in the Simple Book and 
that are not inferior to the SBBO at the conclusion of the C-SAM 
Auction, even when there are concurrent simple and complex auctions 
occurring. The proposed rule change sets forth how any auctions with 
overlapping components will conclude if terminated due to the same 
event.
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    \24\ See Rules 21.19(c)(1), 21.21(c)(1), and 21.22 (c)(1); see 
also Cboe Options Rule 5.40(c)(1).
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    The Exchange notes it is currently possible for auctions in a 
component leg and a complex strategy containing that component (such as 
a simple AIM Auction in the component and a C-AIM in the complex 
strategy that contains that component) to occur concurrently. While 
these auctions may be occurring at the same time, they will be 
processed in the order in which they are terminated (similar to how the 
System will process auctions as proposed above). In other words, 
suppose there is an AIM Auction in a series and a C-AIM in a complex 
strategy for which one of the components is the same series both 
occurring, which began and will terminate in that order, and each of 
which last 100 milliseconds. While it is possible for both auctions to 
terminate nearly simultaneously, the System will still process them in 
the order in which they terminate. When the AIM Auction terminates, the 
System will process it in accordance with Rule 21.19, and the auctioned 
order may trade against any resting interest (in addition to the 
contra-side order and responses submitted to that AIM Auction, which 
may only trade against the order auctioned in that AIM pursuant to Rule 
21.19). The System will then process the C-AIM Auction when it 
terminates, and the auctioned order may trade against any resting 
interest (in addition to the contra-side order and responses submitted 
to that C-AIM Auction, which may only trade against the Agency Order 
auctioned in that C-AIM), pursuant to Rule 21.22.
    The System initiates the C-SAM Auction process by sending a C-SAM 
Auction notification message detailing the side, size, price, Capacity, 
Auction ID, and complex strategy of the Agency Order to all Options 
Members that elect to receive C-SAM Auction notification messages. C-
SAM Auction notification messages are not included in OPRA.\25\ A C-SAM 
Auction will last for a period of time determined by the Exchange, 
which may be no less than 100 milliseconds and no more than one 
second.\26\ An Initiating Member may not modify or cancel an Agency 
Order or Solicited Order after submission to a C-SAM Auction.\27\
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    \25\ See proposed Rule 21.23(c)(2); see also Rule 21.22(c)(2) 
and Cboe Options Rule 5.40(c)(2). The proposed C-SAM Auction 
notification message is the same as the corresponding message for 
simple SAM (see Rule 21.21(c)(2)), except the proposed rule change 
indicates the notification message for a C-SAM Auction will include 
the complex strategy rather than the series.
    \26\ See proposed Rule 21.23(c)(3); see also Rule 21.22(c)(3) 
and Cboe Options Rule 5.40(c)(3). The proposed C-SAM Auction period 
is also the same as the auction period for simple SAM (see Rule 
21.21(c)(3)). The Exchange will make announce the length of the C-
SAM Auction period to Options Members pursuant to Rule 16.3.
    \27\ See proposed Rule 21.23(c)(4); see also Rule 21.22(c)(4) 
and Cboe Options Rule 5.40(c)(4). The proposed C-SAM Auction 
notification message is the same as the corresponding provision for 
simple SAM (see Rule 21.21(c)(4)), except it includes the complex 
strategy rather than the series.
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    Any User other than the Initiating Member (the response cannot have 
the same EFID as the Agency Order) \28\ may submit responses to a C-SAM 
Auction that are properly marked specifying size, side of the market, 
and the Auction ID for the C-SAM Auction to which the User is 
submitting the response. A C-SAM Auction response may only participate 
in the C-SAM Auction with the Auction ID specified in the response.\29\
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    \28\ Permitting the Initiating Member to respond to a C-SAM 
Auction would be inconsistent with the purpose of the auction, which 
is to cross solicited interest, rather than facilitated interest. 
Similar to the restriction that the Solicited Order cannot be for 
the Initiating Member, the Exchange proposes to add a systematic 
block, but will conduct surveillance for compliance with the rule 
that prevents the response from being for the Initiating Member (so 
that a response cannot be used in place of a facilitation order).
    \29\ See proposed Rule 21.23(c)(5); see also Rule 21.22(c)(5) 
and Cboe Options Rule 5.40(c)(5). The proposed provisions regarding 
C-SAM responses are the same as the provisions regarding SAM 
responses, except as set forth below. See Rule 21.21(c)(5).
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     The minimum price increment for C-SAM responses is $0.01. 
The System rejects a C-SAM response that is not in a $0.01 
increment.\30\
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    \30\ See proposed Rule 21.23(c)(5)(A); see also Rule 
21.22(c)(5)(A). The proposed minimum increment for C-SAM responses 
is the same as the minimum increment for SAM responses. See Rule 
21.21(c)(5)(A). Cboe Options Rule 5.40(c)(5)(A) provides Cboe 
Options with flexibility to apply a different minimum increment to 
C-SAM responses. The Exchange does not currently believe it needs 
this flexibility.
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     C-SAM responses are capped at the following prices that 
exist at the conclusion of the C-SAM Auction: (i) The better of the SBO 
(SBB) or the offer (bid) of a resting complex order at the top of the 
COB; or (ii) $0.01 lower (higher) than the better of the SBO (SBB) or 
the offer (bid) of a resting complex order at the top of the COB if the 
BBO of any component of the complex strategy or the resting complex 
order, respectively, is a Priority Customer order. The System executes 
these C-SAM responses, if possible, at the most

[[Page 59870]]

aggressive permissible price not outside the SBBO at the conclusion of 
the C-SAM Auction or price of the resting complex order. This will 
ensure the execution price is at or better than the SBBO (or better 
than the SBBO if any component is represented by a Priority Customer 
order) or prices of resting complex orders (or better than the best-
priced resting complex order if represented by a Priority Customer 
complex order) at the end of the C-SAM Auction as set forth in proposed 
Rule 21.23(e). Therefore, as proposed, the price at which any response 
may be entered (and thus be executed) will ultimately not be through 
the SBBO or the best-priced resting orders on the COB at the conclusion 
of the C-SAM Auction.\31\
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    \31\ See proposed Rule 21.23(c)(5)(B); see also Rule 
21.22(c)(5)(B) and Cboe Options Rule 5.40(c)(5)(B). This proposed 
provision is similar to the corresponding provision for SAM 
responses, except it refers to the SBBO and prices of complex order 
rather than the NBBO. See Rule 21.21 (c)(5)(B).
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     A User may submit multiple C-SAM responses at the same or 
multiple prices to a C-SAM Auction. The System aggregates all of a 
User's complex orders on the COB and C-SAM responses for the same EFID 
at the same price.\32\ The Exchange believes this is appropriate since 
all interest at a single price is considered for execution against the 
Agency Order at that price, and can then together be subject to the 
size cap, as discussed below. This (combined with the proposed size cap 
described below) will prevent an Options Member from submitting 
multiple orders or responses at the same price to obtain a larger pro-
rata share of the Agency Order.
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    \32\ See proposed Rule 21.23(c)(5)(C); see also Rule 
21.22(c)(5)(C) and Cboe Options Rule 5.40(c)(5)(C). This is the same 
as the corresponding provision for simple SAM, except it proposes to 
aggregate responses with complex order interest rather than simple 
order interest. See Rule 21.21(c)(5)(C).
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     The System caps the size of a C-SAM response, or the 
aggregate size of a User's complex orders on the COB and C-SAM 
responses for the same EFID at the same price, at the size of the 
Agency Order (i.e., the System ignores size in excess of the size of 
the Agency Order when processing the C-SAM Auction). The Exchange 
believes this will prevent an Options Member from submitting an order 
or response with an extremely large size in order to obtain a larger 
pro-rata share of the Agency Order.\33\
---------------------------------------------------------------------------

    \33\ See proposed Rule 21.23(c)(5)(D); see also Rule 
21.22(c)(5)(D) and Cboe Options Rule 5.40(c)(5)(D). This is the same 
as the corresponding provision for simple SAM, except it proposes to 
aggregate responses with complex order interest, and cap aggregate 
complex size, rather than simple order interest. See Rule 
21.21(c)(5)(D).
---------------------------------------------------------------------------

     C-SAM responses must be on the opposite side of the market 
as the Agency Order. The System rejects a C-SAM response on the same 
side of the market as the Agency Order.\34\
---------------------------------------------------------------------------

    \34\ See proposed Rule 21.23(c)(5)(E); see also Rule 
21.22(c)(5)(E) and Cboe Options Rule 5.40(c)(5)(E). This is the same 
as the corresponding provision for simple SAM. See Rule 
21.21(c)(5)(E).
---------------------------------------------------------------------------

     C-SAM responses are not visible to C-SAM Auction 
participants or disseminated to OPRA.\35\
---------------------------------------------------------------------------

    \35\ See proposed Rule 21.23(c)(5)(F); see also Rule 
21.22(c)(5)(H) and Cboe Options Rule 5.40(c)(5)(F). This is the same 
as the corresponding provision for simple SAM. See Rule 
21.21(c)(5)(F).
---------------------------------------------------------------------------

     A User may modify or cancel its C-SAM responses during the 
C-SAM Auction.\36\
---------------------------------------------------------------------------

    \36\ See proposed Rule 21.23(c)(5)(G); see also Rule 
21.22(c)(5)(I) and Cboe Options Rule 5.40(c)(5)(G). This is the same 
as the corresponding provision for simple SAM. See Rule 
21.21(c)(5)(G).
---------------------------------------------------------------------------

    Pursuant to proposed Rule 21.23(d), a C-SAM Auction concludes at 
the earliest to occur of the following times:
     The end of the C-SAM Auction period;
     upon receipt by the System of an unrelated non-Priority 
Customer complex order on the same side as the Agency Order that would 
post to the COB at a price better than the stop price;
     upon receipt by the System of an unrelated Priority 
Customer complex order on the same side as the Agency Order that would 
post to the COB at a price equal to or better than the stop price;
     upon receipt by the System of an unrelated non-Priority 
Customer order or quote that would post to the Simple Book and cause 
the SBBO on the same side as the Agency Order to be better than the 
stop price;
     upon receipt by the System of a Priority Customer order in 
any component of the complex strategy that would post to the Simple 
Book and cause the SBBO on the same side as the Agency Order to be 
equal to or better than the stop price;
     upon receipt by the System of a simple non-Priority 
Customer order that would cause the SBBO on the opposite side of the 
Agency Order to be better than the stop price, or a Priority Customer 
order that would cause the SBBO on the opposite side of the Agency 
Order to be equal to or better than the stop price;
     upon receipt by the System of an order that would cause 
the SBBO to be a price not permissible under the Limit Up-Limit Down 
Plan or Regulation SHO, provided, however, that in such instance, the 
C-SAM Auction concludes without execution;
     the market close; and
     any time the Exchange halts trading in the complex 
strategy or any component of the complex strategy, provided, however, 
that in such instance, the C-SAM Auction concludes without 
execution.\37\
---------------------------------------------------------------------------

    \37\ See proposed Rule 21.23(d). The proposed events that cause 
a C-SAM Auction to conclude are the same as those that cause a C-AIM 
Auction to conclude (see Rule 21.22(d)) and the same as those that 
cause a C-SAM Auction to conclude on Cboe Options (see Cboe Options 
Rule 5.40(d)). Additionally, they are similar to those that cause a 
simple SAM Auction to conclude, except are based on the entry of 
simple or complex orders that impact the SBBO or the best available 
prices on the same side of the COB rather than the BBO. See Rule 
21.21(d).
---------------------------------------------------------------------------

    The Exchange proposes to conclude the C-SAM Auction in response to 
the incoming orders described above, as they would cause the SBBO or 
the best-priced complex order on the same side of the market as the 
Agency Order to be better priced than the stop price, or cause the stop 
price to be the same price as the SBBO with a Priority Customer order 
on the BBO for a component or a Priority Customer complex order on the 
COB. Similarly, the incoming orders described above would cause the 
opposite side SBBO to be at or better than the stop price. These events 
would create circumstances under which a C-SAM Auction would not have 
been initiated, and therefore, the Exchange believes it is appropriate 
to conclude a C-SAM Auction when they exist.
    Additionally, the proposed rule change would conclude a C-SAM 
Auction in response to an incoming order that would cause the SBBO to 
be at a price not permissible under the Limit Up-Limit Down Plan or 
Regulation SHO,\38\ and would conclude the C-SAM Auction without 
execution. This will ensure that the stock leg of a stock-option order 
submitted into a C-SAM Auction does not execute at a price not 
permissible under that plan or regulation. This is consistent with 
current C-SAM functionality to ensure that stock legs do not trade at 
prices not permissible under the Limit Up-Limit Down Plan or Regulation 
SHO, and the proposed rule change codifies this in the Rules.
---------------------------------------------------------------------------

    \38\ See Rule 21.20(f)(2)(B).
---------------------------------------------------------------------------

    If the System receives an unrelated market or marketable limit 
complex order (against the SBBO or the best price of a complex order 
resting in the COB), including a Post Only complex order, on the 
opposite side of the market during a C-SAM Auction, the C-SAM Auction 
does not end early, and the System executes the order against interest 
outside the C-SAM Auction or posts the complex order to the COB. If 
contracts remain from the unrelated complex order at the time the C-SAM 
Auction ends, they may be allocated for execution against the Agency 
Order

[[Page 59871]]

pursuant to proposed paragraph (e).\39\ Because these orders may have 
the opportunity to trade against the Agency Order following the 
conclusion of the C-SAM Auction, which execution must still be at or 
better than the SBBO and the best-priced complex orders on the COB, the 
Exchange does not believe it is necessary to cause a C-SAM Auction to 
conclude early in the event the Exchange receives such orders. This 
will provide more time for potential price improvement, and the 
unrelated complex order will have the opportunity to trade against the 
Agency Order in the same manner as all other contra-side interest.\40\
---------------------------------------------------------------------------

    \39\ See proposed Rule 21.23(d). Similarly, market or marketable 
limit simple orders on the opposite side of the Agency Order will 
not cause an AIM Auction, SAM Auction, or a C-AIM Auction to end. 
See Rules 21.19(d); 21.21(d); and 21.22(d) (respectively); see also 
Cboe Options Rule 5.40(d).
    \40\ This is the same as the corresponding provision for C-AIM 
Auctions (see Rule 21.22(d)(2)), and similar to the corresponding 
provision for simple SAM Auctions (see Rule 21.21(d)(2)).
---------------------------------------------------------------------------

    At the conclusion of the C-SAM Auction, the System executes the 
Agency Order against the Solicited Order or contra-side complex 
interest (which includes complex orders on the COB and C-SAM responses) 
at the best price(s) as follows. Any execution price(s) must be at or 
between the SBBO and the best prices of any complex orders resting on 
the each side of the COB at the conclusion of the C-SAM Auction.\41\ 
The Agency Order will execute against the Solicited Order if there are 
no Priority Customer complex orders resting on the COB on the opposite 
side of the Agency Order at or better than the stop price and the 
aggregate size of contra-side interest at an improved price(s) is 
insufficient to satisfy the Agency Order.\42\ The System will execute 
the Agency Order against contra-side interest (and will cancel the 
Solicited Order) if (a) there is a Priority Customer complex order 
resting on the COB on the opposite side of the Agency Order at or 
better than the stop price and the aggregate size of that order and 
other contra-side interest is sufficient to satisfy the Agency Order or 
(b) the aggregate size of contra-side interest at an improve price(s) 
is sufficient to satisfy the Agency Order.\43\
---------------------------------------------------------------------------

    \41\ Additionally, if there is a Priority Customer order 
representing any leg of the SBBO in the Simple Book, the execution 
price must be better than the SBBO, in accordance with complex order 
priority. See Rule 21.20(f)(2) in the shell Rulebook. Additionally, 
any execution price must be better than the price of any resting 
Priority Order complex order on the COB. As further discussed below, 
as proposed, an execution may only occur at such a price.
    \42\ See proposed Rule 21.23(e)(1); see also Cboe Options Rule 
5.40(e)(1).
    \43\ See proposed Rule 21.23(e)(2); see also Cboe Options Rule 
5.40(e)(2). The Agency Order will execute against contra-side 
interest at each price level to the price at which the balance of 
the Agency Order can be fully executed first against Priority 
Customer complex orders on the COB (in time priority) and then 
against remaining contra-side interest (including non-Priority 
Customer orders in the COB and SAM responses) in a pro-rata manner.
---------------------------------------------------------------------------

    The System will cancel an Agency Order and Solicited Order with no 
execution if:
     Execution of the Agency Order against the Solicited Order 
would not be (1) at or between the SBBO at the conclusion of the SAM 
Auction; (2) better than the SBBO if there is a Priority Customer order 
in any leg component in the Simple Book; (3) at or better than the 
best-priced complex resting on the COB; or (4) better than the best-
priced complex order resting on the COB if it is a Priority Customer 
complex order;
     there is a Priority Customer complex order resting on the 
COB on the opposite side of the Agency Order at or better than the stop 
price, and the aggregate size of the Priority Customer complex order 
and any other contra-side interest is insufficient to satisfy the 
Agency Order; or
     there is a non-Priority Customer complex order resting on 
the COB on the opposite side of the Agency Order at a price better than 
the stop price, and the aggregate size of the resting complex order and 
any other contra-side interest is insufficient to satisfy the Agency 
Order.\44\
---------------------------------------------------------------------------

    \44\ See proposed Rule 21.23(e)(3); see also Cboe Options Rule 
5.40(e)(3).
---------------------------------------------------------------------------

    Executions following a C-SAM Auction for a complex Agency Order are 
subject to the complex order price restrictions and priority in Rule 
21.20(f)(2).\45\ The System cancels or rejects any unexecuted C-SAM 
responses (or unexecuted portions) at the conclusion of the C-SAM 
Auction.\46\
---------------------------------------------------------------------------

    \45\ See proposed Rule 21.23(e)(4); see also Cboe Options Rule 
5.40(e)(4).
    \46\ See proposed Rule 21.23(e)(5); see also Cboe Options Rule 
5.40(e)(5).
---------------------------------------------------------------------------

    The Agency Order will only execute against the Solicited Order or 
C-SAM responses and complex orders resting in the COB, and will not leg 
into the Simple Book, at the conclusion of a C-SAM Auction. As 
proposed, the execution prices for an Agency Order will always be 
better than the SBBO existing at the conclusion of the C-SAM Auction if 
it includes a Priority Customer order on any leg, as well as better 
than the best-priced complex order resting on the COB if it is a 
Priority Customer complex order, and thus is consistent with general 
customer priority principles with respect to complex orders, pursuant 
to which complex orders may only trade against complex interest at 
prices that improve the BBO of any component that is represented by a 
Priority Customer order.\47\
---------------------------------------------------------------------------

    \47\ See proposed Rule 21.23(e)(5).
---------------------------------------------------------------------------

    The Simple Book and the COB are separate, and orders on each do not 
interact unless a complex order legs into the Simple Book. As a result, 
the System is not able to calculate the aggregate size of complex 
auction responses and complex orders on the COB and the size of simple 
orders in the legs that comprise the complex strategy at each potential 
execution price (as executions may occur at multiple prices) prior to 
execution of an order following an auction for complex orders. If the 
Exchange were to permit legging into the Simple Book following a C-SAM 
Auction in accordance with its current complex order allocation in Rule 
21.20, the System would first look to determine whether there are 
Priority Customer orders resting in the Simple Book at the final 
auction price(s) (and in the applicable ratio), and whether there was 
sufficient interest at improved prices to satisfy the Agency Order. The 
System would then look back at C-SAM responses and complex orders 
resting in the COB to determine whether there is interest at that price 
level that could execute against the Agency Order. Finally, the System 
would then look back at the Simple Book to determine whether any non-
Priority Customer orders in the legs are able to trade against the 
Agency Order. The System would need to do this at each price level, and 
then determine whether there were any Priority Customer orders resting 
on the Simple Book that are part of the SBBO or COB at the stop price, 
and determine whether there was sufficient size at improved prices, or 
sufficient size with any Priority Customer orders at the stop price, to 
satisfy the Agency Order.
    The amount of aggregate interest available to execute against the 
Agency Order is relevant in a C-SAM Auction with respect to the 
allocation of contracts against the Agency Order and other interest 
because of the all-or-none nature of the Agency Order. Because the 
System will not be able to determine the aggregate size of contra-side 
interest (including simple and complex) at improved prices, it would 
not be able to determine whether the Agency Order would execute against 
the Solicited Order or other contra-side interest.

[[Page 59872]]

    The Exchange notes there would be significant technical 
complexities associated with reprogramming priority within the System 
to permit Agency Orders to leg into the Simple Book following a C-SAM 
Auction and allocate the Agency Order in a manner consistent with 
standard priority principles and crossing auctions, while making the 
most crossing functionality available to Options Members. The proposed 
rule change will ensure the Agency Order executes in accordance with 
the C-SAM allocation principles, which provide Priority Customers with 
priority over the Solicited Order (and other contra-side interest) but 
also provide for the Solicited Order to execute against the Agency 
Order if there is no price improvement and no Priority Customer 
interest present. The Exchange believes providing this functionality 
will encourage Options Members to submit large complex orders into C-
SAM Auctions and provide customer orders with opportunities for price 
improvement. It will also ensure orders (including Priority Customer 
orders) on the Simple Book are protected in accordance with standard 
complex order priority principles, as an Agency Order will only be 
permitted to execute at prices that do not trade at the SBBO existing 
at the conclusion of the C-SAM Auction if it includes a Priority 
Customer order on any leg, and that do not trade through the SBBO 
existing at the conclusion of the C-SAM Auction.
    As noted above, the stop price of the Agency Order must be better 
than the same and opposite side of the SBBO if there is a Priority 
Customer order at the BBO in any component of the complex strategy. 
Additionally, the stop price must be better than the price of any 
Priority Customer order resting at the top of the COB on either side of 
the Agency Order. Further, a C-SAM Auction concludes upon receipt of an 
unrelated Priority Customer order in any component of the complex 
strategy that would post to the Simple Book and cause the SBBO on 
either side of the Agency Order to be equal to or better than the stop 
price, or upon the receipt of an unrelated Priority Customer complex 
order on either side of the Agency Order that post to the COB with a 
price equal to or better than the stop price. Additionally, any 
execution prices at the conclusion of the C-SAM Auction are subject to 
the standard complex order priority, which will ensure an Agency Order 
must execute at a price that improves the SBBO if there is a Priority 
Customer order at the BBO in any leg.\48\ Therefore, the proposed rule 
change protects Priority Customer orders in the Simple Book even though 
Agency Orders may not leg into the Simple Book.
---------------------------------------------------------------------------

    \48\ If there was a Priority Customer order resting at the BBO 
in any leg of a complex strategy in the Simple Book, and a complex 
order was submitted to the Exchange (outside of a C-SAM Auction) 
with a price one minimum increment better than the SBBO, that 
complex order would not be able to execute against interest in the 
leg markets (including the Priority Customer order).
---------------------------------------------------------------------------

    Proposed Rule 21.23, Interpretations and Policies .01 and .02 
state:
     Prior to entering Agency Orders into a C-SAM Auction on 
behalf of customers, Initiating Members must deliver to the customer a 
written notification informing the customer that his order may be 
executed using the C-SAM Auction. The written notification must 
disclose the terms and conditions contained in proposed Rule 21.23 and 
be in a form approved by the Exchange.
    Under Rule 21.23, Initiating Members may enter contra-side orders 
that are solicited. C-SAM provides a facility for Members that locate 
liquidity for their customer orders. Members may not use the C-SAM 
Auction to circumvent Rule 21.19 or 21.22 limiting principal 
transactions. This may include, but is not limited to, Members entering 
contra-side orders that are solicited from (a) affiliated broker-
dealers or (b) broker-dealers with which the Member has an arrangement 
that allows the Members to realize similar economic benefits from the 
solicited transaction as it would achieve by executing the customer 
order in whole or in part as principal.\49\
---------------------------------------------------------------------------

    \49\ These provisions are virtually identical to the ones 
applicable to simple SAM Auctions. See Rule 21.21, Interpretations 
and Policies .01 and .02; see also Cboe Options Rule 5.40, 
Interpretations and Policies .01 and .02.
---------------------------------------------------------------------------

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.\50\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \51\ 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) \52\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \50\ 15 U.S.C. 78f(b).
    \51\ 15 U.S.C. 78f(b)(5).
    \52\ Id.
---------------------------------------------------------------------------

    The proposed rule change will provide market participants with 
access to an auction mechanism for execution of complex orders, which 
will provide them with greater flexibility in pricing complex orders 
and may provide more opportunities for price improvement. C-SAM as 
proposed will function in a substantially similar manner as SAM for 
simple orders, the Exchange's current solicitation price improvement 
mechanism for larger orders--the proposed differences relate primarily 
to basing the price and execution of the Agency Order on the SBBO and 
the COB, rather than on the NBBO, and to ensure execution prices are 
consistent with complex order priority principles. Additionally, C-SAM 
as proposed will function in a substantially similar manner as C-AIM, 
the Exchange's current price improvement mechanism for all-sized 
complex orders. C-SAM provides equal access to the exposed Agency 
Orders for all market participants, as all Options Members that 
subscribe to the Exchange's data feeds will have the opportunity to 
interact with orders submitted into C-SAM Auctions.\53\ C-SAM will 
benefit investors, because it is designed to provide investors seeking 
to execute larger-sized complex orders with opportunities to access 
additional liquidity and receive price improvement. It will provide 
Options Members with a facility in which to execute customers' complex 
orders, potentially at improved prices. The proposed rule change may 
result in increased liquidity available at improved prices for complex 
orders, with competitive final pricing out of the Initiating Member's 
control. The Exchange believes C-SAM will promote and foster 
competition and provide more options contracts with the opportunity for 
price improvement.
---------------------------------------------------------------------------

    \53\ Any Options Member can subscribe to the options data 
disseminated through the Exchange's data feeds.
---------------------------------------------------------------------------

    The Exchange believes the proposed rule change will remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, because other options exchanges similarly 
permit larger-sized

[[Page 59873]]

complex orders to be submitted into their solicitation mechanisms.\54\ 
The general framework of the proposed C-SAM Auction process (such as 
the eligibility requirements, the auction response period, the same-
side stop price requirements, response requirements, and auction 
notification process),\55\ is substantively the same as the framework 
of the SAM Auction for simple orders, except to account for the 
differences between simple and complex orders, as described above. The 
Exchange believes using the same general framework for the simple and 
complex auctions will benefit investors, as it will minimize confusion 
regarding how the auction mechanisms work.
---------------------------------------------------------------------------

    \54\ See, e.g., Cboe Options Rule 5.40; and Nasdaq ISE LLC 
(``ISE'') Options 3, Section 11(e).
    \55\ See Rule 21.19.
---------------------------------------------------------------------------

    Further, the new functionality may lead to an increase in Exchange 
volume and should allow the Exchange to better compete against other 
markets that already offer an electronic price improvement solicitation 
mechanism for larger-sized complex orders, while providing an 
opportunity for price improvement for Agency Orders and ensuring that 
Priority Customers on the Simple Book and the COB are protected. C-SAM 
Auction functionality should promote and foster competition and provide 
more options contracts with the opportunity for price improvement, 
which should benefit market participants.
    The Exchange believes the proposed rule change will result in 
efficient trading and reduce the risk for investors that seek access to 
additional liquidity and price improvement for complex orders by 
providing additional opportunities to do so. The proposed priority and 
allocation rules in the C-SAM Auction are consistent with the 
Exchange's current complex order priority principles, pursuant to which 
complex orders may only trade against complex interest at prices that 
improve the BBO of any component that is represented by a Priority 
Customer order.\56\ This will ensure a fair and orderly market by 
protecting Priority Customer orders on the Simple Book while still 
affording the opportunity for price improvement for complex orders 
during each C-SAM Auction commenced on the Exchange. The proposed 
allocation is also consistent with the allocation principles for the 
simple SAM Auction, which ensures protection of Priority Customer 
orders resting on the Simple Book.\57\ In a simple SAM Auction, the 
Solicited Order cannot execute if there is a Priority Customer order 
resting on the Book at a price at or better than the stop price. 
Similarly, in a C-SAM Auction, the Solicited Order will not execute if 
there is a Priority Customer complex order resting on the COB at a 
price at or better than the stop price.
---------------------------------------------------------------------------

    \56\ See proposed Rule 21.23(e)(4) and current Rule 21.20(f)(2).
    \57\ See Rule 21.19(e).
---------------------------------------------------------------------------

    The purpose of C-SAM is to provide a facility for Options Members 
that locate liquidity for their larger-sized customer orders to execute 
these orders (and potentially obtain better prices). An Initiating 
Member that provides or locates interest to execute against its 
customer orders at the best then-available price (or better) will 
receive in exchange for that effort execution priority over non-
Priority Customers (who do not expend similar efforts to trade against 
the Agency Order and do not provide price improvement) to trade against 
a specified percentage of the Agency Order at the stop price. The 
Exchange believes the proposed rule change promotes just and equitable 
principles of trade, because it will protect Priority Customer complex 
orders resting on the COB while encouraging Options Members to continue 
to provide or locate liquidity against which their customers may 
execute their complex orders. The Exchange believes this may also 
encourage non-Priority Customers to submit interest at improved prices 
if they seek to execute against Agency Orders.
    By keeping the priority and allocation rules for a C-SAM Auction 
similar to the allocation used for a simple SAM Auction on the Exchange 
and consistent with current complex order priority, the proposed rule 
change reduces the ability of market participants to misuse the C-SAM 
Auction to circumvent standard priority rules in a manner that is 
designed to prevent fraudulent and manipulative acts and practices, and 
to promote just and equitable principles of trade on the Exchange. The 
proposed execution and priority rules will allow orders to interact 
with interest in the COB, and will allow interest on the COB to 
interact with option orders in the price improvement mechanism in an 
efficient and orderly manner. The Exchange believes this interaction of 
orders will benefit investors by increasing the opportunity for complex 
orders to receive executions, while also enhancing the execution 
quality for orders resting on the COB.
    The proposed C-SAM Auction eligibility requirements are reasonable 
and promote a fair and orderly market and national market system, 
because they are the same as the eligibility requirements for a simple 
SAM Auction, except the proposed rule change excludes the requirement 
related to the NBBO, because there is no NBBO for complex orders, and 
the legs of complex orders are not subject to the restriction on NBBO 
trade-throughs. Additionally, the proposed rule change references the 
opening of the COB rather than the market open, as the opening of the 
COB is when complex orders may begin trading. These are minor 
differences that relate solely to underlying differences between simple 
and complex orders.\58\
---------------------------------------------------------------------------

    \58\ The eligibility requirements are also substantially the 
same as those for C-AIM, except for the minimum size requirement for 
C-SAM. See Rule 21.22(a); see also Cboe Options Rule 5.40(a).
---------------------------------------------------------------------------

    The proposed rule that an Initiating Member may not designate an 
Agency Order or Solicited Order as Post Only protects investors, 
because it provides transparency regarding functionality that will not 
be available for C-SAM. The Exchange believes this is appropriate, as 
the purpose of a Post Only complex order is to not execute upon entry 
and instead rest in the COB, while the purpose of submitting orders to 
a C-SAM Auction is to receive an execution following the auction and 
not enter the COB. Pursuant to proposed Rule 21.23, an Agency Order 
will fully execute against contra-side interest (the Solicited Order or 
other contra-side complex interest), and thus there cannot be remaining 
contracts in an Agency Order to enter the COB. Similarly, the Solicited 
Order may only execute against the Agency Order at the conclusion of a 
C-SAM Auction, and thus will not enter the COB.
    The Exchange believes the proposed rule change to permit the 
Solicited Order to be comprised of multiple orders that total the size 
of the Agency Order may increase liquidity and opportunity for Agency 
Orders to participate in C-SAM Auctions, and therefore provide Agency 
Orders with additional opportunities for price improvement, which is 
consistent with the principles behind the C-SAM Auction. The Exchange 
believes this will be beneficial to participants because allowing 
multiple contra-parties should foster competition for filling the 
contra-side order and thereby result in potentially better prices, as 
opposed to only allowing one contra-party, which would require that 
contra-party to guarantee the entire Agency Order, which could result 
in a worse price for the trade. The Solicited Order for simple SAM 
Auctions may be comprised of multiple contra-parties.\59\
---------------------------------------------------------------------------

    \59\ See Rule 21.19; see also Rule 21.22 (which permits the 
contra-side order in C-AIM Auctions to consist of multiple orders) 
and Cboe Options Rule 5.40 (which permits the Solicited Order in 
Cboe Options C-SAM Auctions to consist of multiple orders).

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

[[Page 59874]]

    The proposed C-SAM Auction requirements for the stop price are 
reasonable and promote a fair and orderly market and national market 
system, because they are consistent with the corresponding requirements 
for a simple SAM Auction, except the proposed requirements are based on 
the SBBO and complex order prices in the COB rather than the NBBO. As 
noted above, there is no NBBO for complex orders. The proposed stop 
price requirements promote just and equitable principles of trade, 
because they protect Priority Customer orders in the Simple Book and 
Priority Customer complex orders in the COB, and prevent trading 
through the SBBO and the best-priced orders on the COB.\60\
---------------------------------------------------------------------------

    \60\ See also Rule 21.22(b) (which applies similar stop price 
requirements in C-AIM Auctions) and Cboe Options Rule 5.40(b) (which 
applies the same stop price requirements in C-SAM Auctions.
---------------------------------------------------------------------------

    As discussed above, the Exchange has proposed to allow C-SAM 
Auctions to occur concurrently with other C-SAM Auctions for the same 
complex strategies. Although C-SAM Auctions for Agency Orders will be 
allowed to overlap, the Exchange does not believe this raises any 
issues that are not addressed through the proposed rule change 
described above. For example, although overlapping, each C-SAM Auction 
will be started in a sequence and with a time that will determine its 
processing. Thus, even if there are two C-SAM Auctions in the same 
complex strategy that commence and conclude, at nearly the same time, 
each C-SAM Auction will have a distinct conclusion at which time the C-
SAM Auction will be allocated. In turn, when the first C-SAM Auction 
concludes, unrelated orders that then exist will be considered for 
participation in the C-SAM Auction. If unrelated orders are fully 
executed in such C-SAM Auction, then there will be no unrelated orders 
for consideration when the subsequent C-SAM Auction is processed 
(unless new unrelated order interest has arrived). If instead there is 
remaining unrelated order interest after the first C-SAM Auction has 
been allocated, then such unrelated order interest will be considered 
for allocation when the subsequent C-SAM Auction is processed. As 
another example, each C-SAM response is required to specifically 
identify the Auction for which it is targeted and if not fully executed 
will be cancelled back at the conclusion of the Auction. Thus, C-SAM 
responses will be specifically considered only in the specified C-SAM 
Auction.
    The Exchange does not believe that allowing multiple auctions to 
overlap for Agency Orders presents any unique issues that differ from 
functionality already in place on the Exchange. Pursuant to Rules 
21.19(c)(1), 21.21(c)(1), and 21.22(c)(1), multiple AIM (for Agency 
Orders for 50 or more contracts), SAM, and C-AIM (for Agency Orders 
with the smallest leg for 50 or more contracts) Auctions, respectively, 
may overlap.\61\ Different complex strategies are essentially different 
products, as orders in those strategies cannot interact, just as orders 
in different series or classes cannot interact. Therefore, the Exchange 
believes concurrent C-SAM Auctions in different complex strategies is 
appropriate given that concurrent simple SAM Auctions in different 
series or different classes may occur. Similarly, while it is possible 
for a complex order to leg into the Simple Book, a complex order may 
only execute against simple orders if there is interest in each 
component in the ratio of the complex strategy. A simple order in one 
component of a complex strategy cannot on its own interact with a 
complex order in that complex strategy. Therefore, the Exchange 
believes it is appropriate to permit concurrent SAM and C-SAM Auctions 
in the same component. As proposed, C-SAM Auctions will ensure that 
Agency Orders execute at prices that protect Priority Customer orders 
in the Simple Book and that are not inferior to the SBBO, even when 
there are concurrent simple and complex auctions occurring. The 
proposed rule change sets forth how any auctions with overlapping 
components will conclude if terminated due to the same event. The Rules 
do not currently prevent a C-AIM in a complex strategy from occurring 
at the same time as an AIM in one of the components of the complex 
strategy. Therefore, the Exchange believes it is similarly reasonable 
to permit a C-SAM in a complex strategy to occur at the same time as a 
SAM in one of the components of the complex strategy.
---------------------------------------------------------------------------

    \61\ See also Cboe Options Rules 5.37(c)(1), 5.38(c)(1), 
5.39(c)(1), and 5.40(c)(1) (which permit concurrent AIM (for larger-
sized Agency Orders), C-AIM (for larger-sized Agency Orders), SAM, 
and C-SAM Auctions, respectively).
---------------------------------------------------------------------------

    The proposed auction process will promote a free and open market, 
because it ensures equal access to information regarding C-SAM Auctions 
and the exposed Agency Orders for all market participants, as all 
Options Members that subscribe to the Exchange's data feeds with the 
opportunity to interact with orders submitted into C-SAM Auctions.\62\ 
The proposed auction notification message includes the same information 
as the auction notification message for simple SAM Auctions, and will 
be available in the same data feed. The Exchange has proposed a range 
between no less than 100 milliseconds and no more than one second for 
the duration of a C-SAM Auction, which is the same duration of a simple 
SAM Auction. This will provide investors with more timely execution of 
their complex orders, while ensuring there is an adequate exposure of 
complex orders. This proposed auction response time should provide 
investors with the opportunity to receive price improvement for complex 
orders through C-SAM while reducing market risk. The Exchange believes 
a briefer time period reduces the market risk for the Initiating 
Member, versus an auction with a longer period, as well as for any 
Options Member providing responses to a broadcast. As such, the 
Exchange believes the proposed rule change would help perfect the 
mechanism for a free and open national market system, and generally 
help protect investors and the public interest. All Options Members 
will have an equal opportunity to respond with their best prices during 
the C-SAM Auction. Since the Exchange considers all complex interest 
present in the System, and not solely C-SAM responses, for execution 
against the Agency Order, those participants who are not explicit 
responders to a C-SAM Auction may receive executions via C-SAM as 
well.\63\
---------------------------------------------------------------------------

    \62\ Any Options Member can subscribe to the options data 
disseminated through the Exchange's data feeds.
    \63\ See also Rule 21.22(c) and Cboe Options Rule 5.40(c).
---------------------------------------------------------------------------

    The proposed C-SAM Auction response requirements are reasonable and 
promote a fair and orderly market and national market system, because 
they are virtually identical to the corresponding requirements for a 
simple SAM Auction and benefit investors by providing clarity regarding 
how they may respond to a C-SAM Auction. The only differences are that 
C-SAM responses will be aggregated with other complex size rather than 
other simple interest, and C-SAM responses will be capped at the SBBO 
or prices of complex orders rather than the NBBO (because, as discussed 
above, there is no NBBO for complex orders and restricting prices based 
on the SBBO and complex orders will ensure protection of Priority 
Customer orders). This will further benefit investors by providing 
consistency across the

[[Page 59875]]

Exchange's price improvement mechanisms.\64\
---------------------------------------------------------------------------

    \64\ See also Rule 21.22(c)(5) and Cboe Options Rule 5.40(c)(5).
---------------------------------------------------------------------------

    The proposed rule change will also perfect the mechanism of a free 
and open market and a national market system, because it is consistent 
with linkage rules. Rule 27.2(b)(8) provides that a transaction that is 
effected as a portion of a complex trade is exception to the 
prohibition on effecting trade-throughs. As discussed above, any 
executions following a C-SAM Auction will not trade-through the SBBO or 
prices of complex orders resting on the COB (and will always improve 
the SBBO or COB prices if they consist of a Priority Customer order).
    The proposed events that will conclude a C-SAM Auction are 
reasonable and promote a fair and orderly market and national market 
system, because they are consistent with the corresponding events that 
will conclude a simple SAM Auction, and benefit investors by providing 
clarity regarding what will cause a C-SAM Auction to conclude. These 
events would create circumstances under which a C-SAM would not have 
been permitted to start, and thus the Exchange believes it is 
appropriate to conclude a C-SAM Auction if those circumstances occur. 
As is the case with a simple SAM Auction (which will not conclude early 
due to the receipt of an opposite side simple order), the Exchange will 
not conclude a C-SAM Auction early due to the receipt of an opposite 
side complex order. The Exchange believes this promotes just and 
equitable principles of trade, because these orders may have the 
opportunity to trade against the Agency Order following the conclusion 
of the C-SAM Auction, which execution must still be at or better than 
the SBBO and prices of complex orders in the COB. The Exchange believes 
this will protect investors, because it will provide more time for 
price improvement, and the unrelated order will have the opportunity to 
trade against the Agency Order in the same manner as all other contra-
side complex interest.\65\
---------------------------------------------------------------------------

    \65\ See also Rule 21.22(d) (pursuant to which the same events 
will conclude a C-AIM Auction) and Cboe Options Rule 5.40(d) 
(pursuant to which the same events will conclude a C-SAM Auction on 
Cboe Options).
---------------------------------------------------------------------------

    With respect to trading halts, as described above, in the case of a 
trading halt on the Exchange in the affected complex strategy or any 
component series, the C-SAM Auction will be cancelled without 
execution. This is consistent with simple SAM, which will be cancelled 
without execution if there is a trading halt on the Exchange in the 
affected series. Cancelling C-SAM Auctions without execution in this 
circumstance is consistent with Exchange handling of trading halts in 
the context of continuous trading on EDGX Options and promotes just and 
equitable principles of trade and, in general, protects investors and 
the public interest.\66\
---------------------------------------------------------------------------

    \66\ The Exchange notes that trading on the Exchange in any 
option contract will be halted whenever trading in the underlying 
security has been paused or halted by the primary listing market and 
other circumstances. See Rule 20.3.
---------------------------------------------------------------------------

    Pursuant Rule 21.20, if an order is able to leg into the Simple 
Book, the System would first execute an order against Priority Customer 
orders in the Simple Book, then against any complex order interest in 
the COB (or auction responses), and last against any other simple 
interest in the Simple Book (with executions against the Simple Book 
occurring in the applicable ratio). This would occur at each price at 
which the complex order may execute. Requiring the System to make these 
determinations by going ``back and forth'' between the Simple Book and 
the COB at multiple price levels would be more complicated after a C-
SAM Auction. The System must determine the aggregate amount of interest 
available at each execution price level before executing any portion of 
the Agency Order to determine the final auction price and how to 
allocate the Agency Order against contra-side interest at the 
conclusion of a C-SAM Auction. This is necessary because the System 
must determine at each price level the aggregate non-Priority Customer 
interest to determine whether there is sufficient size of contra-side 
interest at improved prices and thus whether the Agency Order will 
execute against the Solicited Order or contra-side interest.
    As noted above, there would be significant technical complexities 
associated with reprogramming priority within the System to permit 
Agency Orders to leg into the Simple Book following a C-SAM Auction 
\67\ and allocate the Agency Order in a manner consistent with standard 
priority principles and crossing auctions, while making the most 
crossing functionality available to Options Members. Pursuant to the 
complex order priority principles in Rule 21.20(f)(2), if an order is 
able to leg into the Simple Book, the System first executes an order 
against Priority Customer orders in the Simple Book, then against any 
complex order interest in the COB (or auction responses), and last 
against any other simple interest in the Simple Book (with executions 
against the Simple Book occurring in the applicable ratio). This occurs 
at each price at which the complex order may execute. Requiring the 
System to make these determinations by going ``back and forth'' between 
the Simple Book and the COB at multiple price levels is more 
complicated after a C-SAM Auction. The System must determine the 
aggregate amount of interest available at each execution price level 
before determining whether the Agency Order will execute against the 
Solicited Order or contra-side complex interest.
---------------------------------------------------------------------------

    \67\ The Exchange notes AON complex orders will not be able to 
leg into the Simple Book due to the same technical complexities. See 
Rule 21.20(g).
---------------------------------------------------------------------------

    As discussed above, the Exchange believes the proposed rule change 
protects Priority Customer orders on the Simple Book, because 
executions following a C-SAM Auction will be subject to the general 
complex order priority \68\ that will apply to all executions of all 
complex orders on the Exchange. It ensures an Agency Order will only 
execute at prices better than the SBBO existing at the conclusion of 
the C-SAM Auction if there is a Priority Customer order at the BBO on 
any leg, and at prices equal to or better than the SBBO existing at the 
conclusion of the C-SAM Auction if there is no Priority Customer order 
at the BBO on any leg. The proposed allocation will also ensure the 
Agency Order does not trade at the same price as a Priority Customer 
complex order resting on the COB or through the best-priced complex 
orders on the COB, and will protect investors by providing Priority 
Customer complex orders with priority at each price level.
---------------------------------------------------------------------------

    \68\ See proposed Rule 21.23(e)(4).
---------------------------------------------------------------------------

    Given the infrequency with which complex orders currently leg into 
the Simple Book, the Exchange believes it is in the best interest of 
investors to not implement additional technical complexities given the 
expected minimal impact, if any, that not permitting Agency Orders to 
leg into the Simple Book following a C-SAM Auction would have on 
execution opportunities for orders in the Simple Book.\69\
---------------------------------------------------------------------------

    \69\ See also Rule 21.22(e) (pursuant to which Agency Orders 
will not leg into the Simple Book following a C-AIM Auction) and 
Cboe Options Rule 5.40(e) (pursuant to which Agency Orders will 
execute in the same manner as the proposed rule change following a 
C-SAM Auction).
---------------------------------------------------------------------------

    As is the case with SAM, an Options Member may not use C-SAM to 
circumvent the Exchange's rules limiting principal transactions. The 
proposed regulatory provisions are the same as those applicable to 
simple

[[Page 59876]]

SAM,\70\ and the Exchange believes they will protect customers and the 
public interest, prevent fraudulent and manipulative acts and 
practices, and promote just and equitable principles of trade.
---------------------------------------------------------------------------

    \70\ See Rule 21.21, Interpretations and Policies .01 and .02; 
see also Cboe Options Rule 5.40, Interpretations and Policies .01 
and .02.
---------------------------------------------------------------------------

    The proposed rule change is also consistent with Section 11(a)(1) 
of the Act \71\ 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 over which the member or a person 
associated with the member exercises investment discretion 
(collectively, referred to as ``covered accounts''), 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),\72\ the ``G'' exemption for 
yielding priority to non-members under Section 11(a)(1)(G) of the Act 
and Rule 11a1-1(T) thereunder,\73\ and ``Effect vs. Execute'' exemption 
under Rule 11a2-2(T) under the Act.\74\
---------------------------------------------------------------------------

    \71\ 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.
    \72\ 15 U.S.C. 78k(a)(1)(A).
    \73\ 15 U.S.C. 78k(a)(1)(G) and 17 CFR 240.11a1-1(T).
    \74\ 17 CFR 240.11a2-2(T).
---------------------------------------------------------------------------

    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 comply with Rule 11a2-2(T)'s 
conditions, a member: (i) Must transmit the order from off the exchange 
floor; (ii) may not participate in the execution of the transaction 
once it has been transmitted to the member performing the execution; 
\75\ (iii) may not be affiliated with the executing member; and (iv) 
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 Options Members entering orders into a C-SAM would 
satisfy the requirements of Rule 11a2-2(T).
---------------------------------------------------------------------------

    \75\ The member may, however, participate in clearing and 
settling the transaction.
---------------------------------------------------------------------------

    The Exchange does not operate a physical trading floor. 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 a remote location directly to an exchange's floor by 
electronic means.\76\ The Exchange represents that the System and the 
proposed C-SAM Auction will receive all orders electronically through 
remote terminals or computer-to-computer interfaces. The Exchange 
represents that orders (as well as responses) for covered accounts from 
Options Members will be transmitted from a remote location directly to 
the proposed C-SAM mechanism by electronic means, and thus will satisfy 
the off-floor transmission requirement.
---------------------------------------------------------------------------

    \76\ 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'').
---------------------------------------------------------------------------

    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 the C-SAM Auction, an order or C-SAM response will be executed 
automatically pursuant to the rules set forth for C-SAM Auctions. In 
particular, execution of an order (including the Agency and Solicited 
Order) or a C-SAM response sent to the mechanism depends not on the 
Options Member entering the order or 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 an order or 
response is an Options Member or associated person of such Options 
Member able to acquire control or influence over the result or timing 
of order or response execution.\77\ Once the Agency Order and Solicited 
Order, or the response, as applicable, have been transmitted, the 
Initiating Member that transmitted the orders, or the User that 
submitted the response, respectively, will not participate in the 
execution of the Agency Order or Solicited Order, or the response, 
respectively. No Options Member, including the Initiating Member, will 
see a C-SAM response submitted into C-SAM, and therefore and will not 
be able to influence or guide the execution of their Agency Orders, 
Solicited Orders, or C-SAM responses, as applicable.
---------------------------------------------------------------------------

    \77\ An Initiating Member may not cancel or modify an Agency 
Order or Solicited Order after it has been submitted into C-SAM, but 
Users may modify or cancel their responses after being submitted 
into a C-SAM. See proposed Rule 5.40(c)(4) and (c)(5)(G). 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'').
---------------------------------------------------------------------------

    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 C-SAM 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.\78\ The Exchange 
represents that the C-SAM Auction is designed so that no Options Member 
has any special or unique trading advantage in the handling of its 
orders or responses after transmitting its orders to the mechanism.
---------------------------------------------------------------------------

    \78\ 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.
---------------------------------------------------------------------------

    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.\79\ The 
Exchange

[[Page 59877]]

recognizes that Options Members relying on Rule 11a2-2(T) for 
transactions effected through the C-SAM 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.
---------------------------------------------------------------------------

    \79\ 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, at 11548 (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'').
---------------------------------------------------------------------------

    The 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.
    The proposed rule change will also perfect the mechanism of a free 
and open market and a national market system, because it is consistent 
with linkage rules. Rule 27.2(b)(8) provides that a transaction that is 
effected as a portion of a complex trade is exception to the 
prohibition on effecting trade-throughs. As discussed above, any 
executions following a C-SAM Auction will not trade-through the SBBO or 
prices of complex orders resting on the COB (and will always improve 
the SBBO or COB prices if they consist of a Priority Customer order). 
The proposed rule change will also remove impediments to and perfect 
the mechanism of a free and open market and a national market system, 
because it is substantially similar to solicitation auction mechanisms 
of other options exchanges.\80\
---------------------------------------------------------------------------

    \80\ See, e.g., Cboe Options Rule 5.40; and ISE Options 3, 
Section 11(e).
---------------------------------------------------------------------------

    The proposed rule change enhances one of its price improvement 
auction mechanisms to apply to complex orders, which enhanced auction 
mechanism is substantially the same as one offered by Cboe Options and 
has a framework that is aligned with the other auction mechanisms 
offered by the Exchange and Cboe Options. Therefore, this proposed rule 
change will ultimately provide a consistent technology offering across 
the exchanges affiliated with the Exchange (the ``Cboe Affiliated 
Exchanges,'' which include Cboe Options, Cboe C2 Exchange, Inc., and 
Cboe BZX Exchange, Inc.), which, in turn, will simplify the technology 
implementation, changes, and maintenance by Users of the Exchange that 
are also participants on Cboe Affiliated Exchanges. This will provide 
Users with greater harmonization of price improvement auction 
mechanisms available among the Cboe Affiliated Exchanges, and therefore 
perfect the mechanism of a free and open market and a national market 
system and protect investors.

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 orders submitted to a C-SAM Auction. The proposed C-SAM Auction 
is voluntary for Options Members to use and will be available to all 
Options Members. As discussed above, the Exchange believes the proposed 
rule change should encourage Options Members to compete amongst each 
other by responding with their best price and size for a particular 
auction. By offering all Options Members the ability to participate in 
the proposed allocation during the C-SAM Auction, an Options Member 
will be encouraged to submit complex orders outside of the C-SAM 
Auction at the best and most aggressive prices. Within the C-SAM 
Auction, the Exchange believes the proposed rule change will encourage 
Options Member to compete vigorously to provide the opportunity for 
price improvement in a competitive auction process. The proposed 
execution and allocation rules are consistent with those applicable to 
simple SAM, as well as complex order priority, and therefore will 
ensure protection of Priority Customer orders in both the Simple Book 
and the COB.
    The Exchange does not believe the proposed rule change will impose 
any burden on intermarket competition, because other options exchanges 
offer similar complex order price improvement auctions for larger-sized 
orders.\81\ The general framework and primary features of the proposed 
C-SAM Auction process (such as the eligibility requirements, auction 
response period, response requirements, and auction notification 
process), are substantively the same as the framework for simple 
SAM.\82\ The auction process is also similar, and is modified to 
address the underlying differences between simple and complex orders. 
For example, C-SAM will base pricing and execution requirements on the 
SBBO and complex orders in the COB, rather than the NBBO (which does 
not apply to complex orders), to ensure consistency with Priority 
Customer priority and complex order priority principles.
---------------------------------------------------------------------------

    \81\ See, e.g., Cboe Options Rule 5.40; and ISE Rule Options 3, 
Section 11(e).
    \82\ See Rule 21.21. It is also substantially similar to the 
general framework of the Exchange's other price improvement 
auctions, AIM and C-AIM. See Rules 21.19 and 21.22 (respectively).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change will relieve 
any burden on, or otherwise promote, competition. The Exchange believes 
this proposed rule change is necessary to permit fair competition among 
the options exchanges and to establish more uniform price improvement 
auction rules on the various options exchanges. The Exchange 
anticipates that this proposal will create new opportunities for the 
Exchange to attract new business and compete on equal footing with 
those options exchanges with complex order price improvement auctions 
and for this reason the proposal does not create an undue burden on 
intermarket competition. Rather, the Exchange believes that the 
proposed rule would bolster intermarket competition by promoting fair 
competition among individual markets.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    A. By order approve or disapprove such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing,

[[Page 59878]]

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-CboeEDGX-2019-064 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-CboeEDGX-2019-064. 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 such 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-CboeEDGX-2019-064, and should be 
submitted on or before November 27, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\83\
---------------------------------------------------------------------------

    \83\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-24185 Filed 11-5-19; 8:45 am]
 BILLING CODE 8011-01-P