[Federal Register Volume 85, Number 43 (Wednesday, March 4, 2020)]
[Notices]
[Pages 12811-12814]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-04392]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88296; File No. SR-GEMX-2020-05]


Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Options 3, 
Section 7, ``Types of Orders'' To Permit the Exchange To Determine the 
Availability of Order Types and Time-In-Force Provisions

February 27, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 14, 2020, Nasdaq GEMX, LLC (``GEMX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I and II, below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit

[[Page 12812]]

comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Options 3, Section 7, ``Types of 
Orders'' to permit the Exchange to determine the availability of order 
types and time-in-force provisions.
    The Exchange requests that the Commission waive the 30-day 
operative delay period contained in Exchange Act Rule 19b-
4(f)(6)(iii).\3\
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    \3\ 17 CFR 240.19b-4(f)(6)(iii).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Options 3, Section 7, ``Types of 
Orders'' to provide that the Exchange may determine which order types 
and times-in-force provisions are available on a class or system basis. 
This proposed change is based on the rules of Cboe BZX Exchange, Inc. 
(``BZX Options''),\4\ Rule 21.1, Cboe EDGX Exchange, Inc. (``EDGX 
Options'') Rule 21.1,\5\ Cboe Exchange, Inc. (``Cboe'') Rule 5.6 \6\ 
and Cboe C2 Exchange, Inc. (``C2'') Rule 6.10(a).\7\ The Exchange 
proposes to also amend the title of the rule from ``Types of Orders'' 
to ``Types of Orders and Order and Quote Protocols'' to reflect the 
information in the rule.
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    \4\ BZX Options Rule 21.1(d), Definitions, provides ``The term 
``Order Type'' shall mean the unique processing prescribed for 
designated orders, subject to the restrictions set forth in 
paragraph (l) below with respect to orders and bulk messages 
submitted through bulk ports, that are eligible for entry into the 
System. Unless otherwise specified in the Rules or the context 
indicates otherwise, the Exchange determines which of the following 
Order Types are available on a class or system basis.''
     BZX Options Rule 21.1(f), Definitions, provides ``The term 
``Time in Force'' means the period of time that the System will hold 
an order, subject to the restrictions set forth in paragraph (j) 
below with respect to bulk messages submitted through bulk ports, 
for potential execution. Unless otherwise specified in the Rules or 
the context indicates otherwise, the Exchange determines which of 
the following Times-in-Force are available on a class, system, or 
trading session basis. Rule 21.20 sets forth the Times-in-Force the 
Exchange may make available for complex orders.''
    \5\ EDGX Options Rule 21.1, Definitions, provides, ``The term 
``Order Type'' shall mean the unique processing prescribed for 
designated orders, subject to the restrictions set forth in 
paragraph (j) below with respect to orders and bulk messages 
submitted through bulk ports, that are eligible for entry into the 
System. Unless otherwise specified in the Rules or the context 
indicates otherwise, the Exchange determines which of the following 
Order Types are available on a class, system, or trading session 
basis. Rule 21.20 sets forth the Order Types the Exchange may make 
available for complex orders.''
    \6\ Cboe Rule 5.6, Availability of Orders, provides, ``Unless 
otherwise specified in the Rules or the context indicates otherwise, 
the Exchange determines which of the following order types are 
available on a class-by-class and system-by-system basis.''
    \7\ C2 Rule 6.10(a), Availability of Orders, provides, 
``Availability. Unless otherwise specified in the Rules or the 
context indicates otherwise, the Exchange determines which of the 
following order types, Order Instructions, and Times-in-Force are 
available on a class, system, or trading session basis. Rule 6.13 
sets forth the order types, Order Instructions, and Times-in-Force 
the Exchange may make available for complex orders.''
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    The Exchange proposes to add rule text at the beginning of Options 
3, Section 7 which states, ``The Exchange may determine to make certain 
order types and time-in-force, respectively, available on a class or 
System basis.'' The purpose of this rule change is to provide the 
Exchange with appropriate flexibility to address different trading 
characteristics, market models, and the investor base of each class, as 
well as to handle any System issues that may arise and require the 
Exchange to temporarily not accept certain order types. This rule is 
consistent with BZX Options Rule 21.1, EDGX Options Rules 21.1(d) and 
21.1(f), Cboe Rule 5.6 and C2 Rule 6.10(a), each of which provides 
these exchanges with the same flexibility. The Exchange intends to file 
rule changes to adopt this rule across all Nasdaq affiliated markets.
    This rule change will not permit the Exchange to discriminate among 
market participants when determining which order types and times-in-
force provisions are available on a class or system basis. The 
Exchange's proposal allows the Exchange to make certain order types and 
time-in-force, respectively, available on a class or System basis 
uniformly for all market participants. For example, if the Exchange 
determined to make a certain order type unavailable, that order type 
would not be available for any market participant.
    The Exchange would issue an Options Trader Alert to provide 
notification to Participants that a change is being made to the 
availability or unavailability of a certain order type or time-in-
force. The Exchange notes that in the event of System disruption, the 
Exchange would notify Participants of the unavailability of any order 
type and would also provide notification when that order type was 
available once the disruption was resolved.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\9\ in particular, in that it 
is designed to promote just and equitable principles of trade, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general to protect 
investors and the public interest. The proposed rule change would 
provide the Exchange with the flexibility to determine the availability 
of order types and times-in-force on a class and System basis. This 
flexibility would remove impediments to and perfect the mechanism of a 
free and open market and a national market system by allowing the 
Exchange to address the specific characteristics of different classes 
and different market conditions. The Exchange believes that this 
proposal serves to protect investors by ensuring that the appropriate 
order types and times-in-force are tailored to the different class 
characteristics and by mitigating risks associated with changing market 
conditions.\10\ The Exchange would issue a notification to Participants 
to provide them notice that a change is being made to the availability 
or unavailability of a certain order type or time-in-force before 
implementing the change. In the event of a System issue, the Exchange 
believes that it is consistent with the Act to temporarily not offer a 
certain order type to ensure the proper executions of transactions 
within the System thereby protecting investors and the public interest. 
The Exchange anticipates that exercising its ability to temporarily not 
offer order types would be infrequent.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ The Exchange may also determine to temporarily not offer an 
order type or a time-in-force based on a System issue.
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    Adding this provision on all Nasdaq affiliated markets will ensure 
consistency between the Exchange rules and that of its affiliates and 
would remove impediments to and perfect the

[[Page 12813]]

mechanism of a free and open market and promote just and equitable 
principles of trade, as well as foster cooperation and coordination 
with persons engaged in facilitating transactions in securities. The 
proposed rule change provides the Exchange with the same flexibility 
currently permitted on BZX Options, EDGX Options, Cboe and C2. The 
Exchange believes that this consistency promotes market participants' 
understanding of the rules across the multiple affiliated exchanges and 
promotes a fair and orderly national options market system. The 
Exchange also notes that the proposed change is reasonable and does not 
affect investor protection because the proposed change does not present 
any novel or unique issues, as it has previously been filed with the 
Commission.
    The Exchange's proposal is not unfairly discriminatory because the 
Exchange will not discriminate among market participants when 
determining which order types and times-in-force provisions are 
available on a class or system basis. The Exchange's proposal allows 
the Exchange to make certain order types and time-in-force, 
respectively, available on a class or System basis uniformly for all 
market participants. For example, if the Exchange determined to make a 
certain order type unavailable, that order type would not be available 
for any market participant.

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 intra-market 
competition, as the proposed rule change will apply in the same manner 
to all order types and/or times-in-force, as the Exchange determines, 
for all Participants. The Exchange does not believe the proposed rule 
change will impose any burden on inter-market competition because the 
proposed change provides the Exchange with substantially the same 
flexibility as the rules of other exchanges.\11\ Therefore, the 
Exchange believes that the proposed rule change will allow it to make 
determinations regarding the availability of orders that will enable it 
to remain competitive as markets and market conditions evolve.
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    \11\ See notes 4-6 above.
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    The Exchange's proposal does not impose an undue burden on 
competition because the Exchange's proposal will uniformly make certain 
order types and time-in-force, respectively, available on a class or 
System basis for market participants.

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

    No written comments were either solicited or received.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \12\ and Rule 19b-4(f)(6) thereunder.\13\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-
4(f)(6) thereunder.\15\
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    \12\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \16\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative immediately. The Exchange notes that 
waiver of the operative delay will allow GEMX to exercise immediately 
the same flexibility to make certain order types available or 
unavailable as BZX Options, EDGX Options, Cboe, and C2. The Exchange 
states that this flexibility would serve to protect investors and the 
public interest by mitigating risks associated with changing market 
conditions. Based on the foregoing, the Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest, and the Commission hereby waives the 
30-day operative delay and designates the proposal operative upon 
filing.\18\
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    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii).
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-GEMX-2020-05 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-GEMX-2020-05. 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

[[Page 12814]]

provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal offices 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-GEMX-2020-05, and should be 
submitted on or before March 25, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-04392 Filed 3-3-20; 8:45 am]
 BILLING CODE 8011-01-P