[Federal Register Volume 85, Number 53 (Wednesday, March 18, 2020)]
[Notices]
[Pages 15515-15522]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-05557]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88369; File No. SR-NYSEArca-2020-17]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Amending Rule 7.31-E (Orders and Modifiers) 
Relating to How Orders Are Repriced and Make Related Changes to Rules 
7.35-E, 7.36-E, and 7.38-E

March 12, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on February 28, 2020, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the

[[Page 15516]]

Securities and Exchange Commission (``SEC'' or ``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\ 15 U.S.C. 78a.
    \3\ 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 Rule 7.31-E (Orders and Modifiers) 
relating to how orders are repriced and make related changes to Rules 
7.35-E, 7.36-E, and 7.38-E. The proposed change is available on the 
Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Rule 7.31-E (Orders and Modifiers) 
relating to how orders are repriced and make related changes to Rules 
7.35-E, 7.36-E, and 7.38-E.
Background
    Currently, if an Away Market updates its PBBO and crosses not only 
the Exchange's BBO, but also displayed orders in the Exchange Book not 
represented in the BBO, i.e., depth-of-book orders, and then the 
Exchange's BBO cancels or trades, the Exchange will not disseminate its 
next-best priced displayed order as its new BBO to the securities 
information processor (``SIP'').\4\ Instead, the Exchange reprices such 
order before it is disseminated to the SIP.\5\
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    \4\ The term ``Away Market'' is defined in Rule 1.1 to mean 
``any exchange, alternative trading system (``ATS'') or other 
broker-dealer (1) with which the Exchange maintains an electronic 
linkage and (2) that provides instantaneous responses to orders 
routed from the Exchange.'' The term ``BBO'' is defined in Rule 1.1 
to mean the best bid or offer on the Exchange, and the term ``BB'' 
means the best bid on the Exchange, and the term ``BO'' means the 
best offer on the Exchange. The term ``PBB'' is defined in Rule 1.1 
to mean the highest Protected Bid, the term ``PBO'' means the lowest 
Protected Offer, and ``PBBO'' means the Best Protected Bid and Best 
Protected Offer. The terms ``Protected Bid'' and ``Protected Offer'' 
are defined in Rule 1.1. The term ``Exchange Book'' is defined in 
Rule 1.1 to mean the Exchange's electronic file of orders, which 
contains all orders entered on the Exchange.
    \5\ See Rule 7.31-E(a)(2)(C), which provides that ``[i]If a BB 
(BO) that is locked or crossed by an Away Market PBO (PBB) is 
cancelled, executed or routed and the next best-priced resting Limit 
Order(s) on the Exchange Book that would become the new BB (BO) 
would have a display price that would lock or cross the PBO (PBB), 
such Limit Order(s) to buy (sell) will be assigned a display price 
one MPV below (above) the PBO (PBB) and a working price equal to the 
PBO (PBB). When the PBO (PBB) is updated, the Limit Order(s) to buy 
(sell) will be repriced consistent with the original terms of the 
order. If a Day ISO to buy (sell) arrives before the PBO (PBB) is 
updated, such repriced Limit Order(s) to buy (sell) will be repriced 
to the lower (higher) of the display price of the Day ISO or the 
original price of the Limit Order(s).''
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    For example, if the Exchange's BB is $10.05 and on the Exchange 
Book, there is an order to buy 100 shares ranked Priority 2--Display 
Orders at $10.04 (``Order A''), Order A is displayed in the Exchange's 
proprietary depth-of-book market data at that $10.04 price but is not 
disseminated to the SIP.\6\ If next, an Away Market publishes a PBO of 
$10.03, the Exchange's BB of $10.05 will stand its ground. However, if 
that $10.05 BB trades, cancels, or routes, the Exchange will not 
disseminate Order A to the SIP as the new BB at $10.04. Instead, as 
provided for in Rule 7.31-E(a)(2)(C), Order A will be assigned a 
display price of $10.02 and a working price of $10.03, which is equal 
to the Away Market PBO, and will be disseminated to the SIP as the 
Exchange's BB at $10.02. Order A will be repriced to $10.04 once the 
Away Market PBBO no longer locks or crosses the Exchange BBO. Each time 
Order A is repriced, including back to its original price, it is 
assigned a new working time.\7\ The Exchange also applies this 
repricing functionality to Primary Pegged Orders and following an 
auction.\8\
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    \6\ See Rule 7.36-E(b)(3) (describing which orders are collected 
and made available to quotation vendors for dissemination pursuant 
to the requirements of Rule 602 under Regulation NMS under the Act).
    \7\ See Rule 7.36-E(f)(2) (an order is assigned a new working 
time any time its working price changes).
    \8\ See Rules 7.31-E(h)(2)(B) and 7.35-E(h)(3)(A).
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    The Exchange believes that no other exchange reprices resting depth 
orders in this manner. The Exchange understands that in the same 
scenario on other exchanges, ``Order A'' would stand its ground and be 
disseminated to the SIP as their new BBO at $10.04, even if that price 
would cross the Away Market PBO of $10.03. The rules of other exchanges 
vary regarding how much detail is used to describe circumstances when 
displayed orders stand their ground, and none explicitly address the 
specific scenario described above, i.e., when a resting, displayed, 
depth-of-book order is crossed by an Away Market quotation and then 
becomes the best-priced order on that exchange. For example:
     The Nasdaq Stock Market LLC (``Nasdaq'') Rule 4756(c)(2) 
provides that Nasdaq transmits for display to the appropriate network 
processor its best-priced orders. That Rule specifies exceptions of 
which orders are not transmitted to the SIP, i.e., the reserve size of 
orders, the discretionary portion of Discretionary Orders, and Non-
Displayed Orders. This rule is silent as to whether resting, displayed, 
depth-of-book orders that have been locked or crossed by another market 
center and then become the best-ranked orders on Nasdaq are transmitted 
to the SIP at their original price. Separately, Nasdaq rules provide 
that certain previously-displayed orders stand their ground. For 
example, pursuant to Nasdaq Rules 4702(b)(1)(B) and 4702(b)(2)(B), 
resting ``Price to Comply Orders'' and ``Price to Display Orders'' 
entered via RASH, QIX, or FIX will stand their ground if locked or 
crossed by another market center. But these rules discuss top-of-book 
displayed orders that are crossed, not depth-of-book orders.
     CBOE BZX Exchange, Inc. (``BZX'') Rule 11.12(b) (Priority 
of Orders) provides that the best-ranked order(s) to buy and the best-
ranked order(s) to sell that are displayable in the BZX Book and the 
aggregated displayed size of such orders associated with such prices 
shall be collected and made available to quotation vendors for 
dissemination pursuant to the requirements of Rule 602 of Regulation 
NMS. This rule is silent as to whether resting, displayed, depth-of-
book orders that have been locked or crossed by another market center 
and then become the best-ranked orders on BZX are transmitted to the 
SIP at their original price. BZX Rule 11.13(a)(2)(C) (Order Execution 
and Routing) discusses how orders execute on BZX when the PBBO is 
crossed, and how that exchange processes incoming orders during a 
crossed market. But that rule does not address the scenario described 
above regarding resting, displayed, depth-of-book orders and whether 
they would be made available to quotation vendors for dissemination at 
their original price, even when the

[[Page 15517]]

PBBO is crossed. Under Rule 11.13(b)(4), BZX further provides for 
optional ``Re-Route Instructions'' pursuant to which if a routable 
order has been locked or crossed by another market, the routable order 
on the BZX book would be routed to that other market. However, these 
are optional instructions, which implies that in the absence of one of 
these instructions, if a routable order on BZX is locked or crossed by 
another market, such order stands its ground.
     Investors Exchange LLC (``IEX'') Rule 11.240(c)(1) 
provides that IEX disseminates the aggregate of its best-ranked 
displayable orders to quotation vendors for dissemination to the SIPs. 
IEX Rules 11.190(h)(3)(A)(i) and (h)(3)(B)(i) further provide that 
resting orders that are displayed at a price that later becomes locked 
or crossed, and were originally displayed in compliance with rules and 
regulations of IEX, will maintain their displayed price and 
quantity.\9\ While these rules do not distinguish between displayed 
orders at the top of the IEX book and depth-of-book displayed orders, 
these rules appear consistent with the Exchange's proposed change to 
provide that resting, displayed, depth-of-book orders would stand their 
ground and are eligible to be disseminated to the SIP as the BBO at 
their original displayed price.
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    \9\ See also Supplementary Material .02 to Rule 11.190(h) 
(providing that ``[o]rders displayed on the Exchange which were 
displayed at a price compliant with Regulation NMS are generally 
permitted to maintain their displayed price in the event an away 
trading center locks or crosses the price of the IEX displayed 
order.'')
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     Long-Term Stock Exchange (``LTSE'') Rule 11.240(c)(1) 
provides that LTSE disseminates the aggregate of its best-ranked 
displayable orders to quotation vendors for dissemination to the 
SIPs.\10\ LTSE Rules 11.190(g)(3)(A)(i) and (g)(3)(B)(i) further 
provide that resting orders that are displayed at a price that later 
becomes locked or crossed, and were originally displayed in compliance 
with rules and regulations of LTSE, will maintain their displayed price 
and quantity.\11\ While these rules do not distinguish between 
displayed orders at the top of the LTSE book and at depth, these rules 
appear consistent with the Exchange's proposed change to provide that 
resting, displayed, depth-of-book orders would stand their ground and 
are eligible to be disseminated to the SIP as the BBO at their original 
displayed price.
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    \10\ LTSE has been approved as a registered exchange but is not 
yet operational.
    \11\ See also Supplementary Material .02 to LTSE Rule 11.190(g).
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     MEMX LLC (``MEMX'') has filed a Form 1 application for 
registration as a national securities exchange pursuant to Section 6 of 
the Act.\12\ Proposed MEMX Rule 11.9(b) provides that the best-ranked 
order(s) to buy and the best-ranked order(s) to sell that are 
displayable in the MEMX Book and the aggregate displayed size of such 
orders associated with such prices shall be collected and made 
available to the SIP. MEMX claims that its proposed MEMX Rule 
11.6(j)(1)(A)(ii), which provides that ``[f]ollowing the initial 
ranking and display or an order subject to the Display-Price Sliding 
instruction, an order will only be re-ranked and re-displayed to the 
extent it achieves a more aggressive price, provided, however, that the 
Exchange will re-rank an order at the same price as the displayed price 
in the event such orders' displayed price would be a Locking or 
Crossing Quotation'' makes clear that an order displayed by MEMX would 
not be re-priced to a less aggressive price if another market locked or 
crossed an order displayed by MEMX.\13\ The Exchange understands this 
response to mean that MEMX would not re-price displayed orders that 
were at depth that would become the MEMX best bid or offer.
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    \12\ See Securities Exchange Act Release No. 87436 (October 31, 
2019), 84 FR 59854 (November 6, 2019) (File No. 1--237). Although 
MEMX has not yet been approved as an exchange, the Exchange believes 
that its proposed rules are relevant to this discussion as MEMX 
expects to be operational in 2020, subject to approval of its Form 1 
application.
    \13\ See Letter from Anders Franzon, General Counsel, MEMX, to 
Ms. Vanessa Countryman, Secretary, Securities and Exchange 
Commission, dated February 11, 2020, available here: https://www.sec.gov/comments/10-237/10237-6795399-208386.pdf.
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    The Exchange proposes to amend its rules to conform how it reprices 
orders in this scenario to how other exchanges function. The Exchange 
believes that because such orders did not lock or cross an Away Market 
PBBO when they were entered on the Exchange and displayed to the 
Exchange's proprietary market data, such resting orders have priority 
at the price at which they were originally displayed.\14\ In other 
words, such resting orders did not cause a locked or crossed market 
condition.
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    \14\ If the PBBO is locked or crossed at the time of an order's 
arrival, such arriving orders would be either routed, cancelled, or 
repriced, as provided for in Rule 7.37-E(c) (for routable orders) or 
Rule 7.31-E(e) (for non-routable orders). This proposed rule change 
is applicable only to resting orders.
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    The Exchange further believes that providing priority to such 
resting orders on the Exchange Book (e.g., disseminating ``Order A'' as 
a BB at $10.04 in the above-described scenario) would be consistent 
with Rule 610(d) under the Act (``Rule 610(d)'').\15\ Rule 610(d) 
provides that ``[e]ach national securities exchange . . . shall 
establish, maintain, and enforce written rules that . . . are 
reasonably designed to assure the reconciliation of locked quotations 
in an NMS stock.'' The proposed rule change is consistent with this 
requirement because in the scenario described above, the Away Market 
has published a PBO that crosses not only the Exchange's BB, but also 
other orders that have already been entered on the Exchange and 
displayed on the Exchange's proprietary market data. Even though such 
depth-of-book orders have not yet been disseminated to the SIP as part 
of the Exchange's BBO, those resting orders pre-exist the Away Market 
quote that crossed them. Therefore, disseminating any pre-existing, 
displayed orders to the SIP as the new BB at their original price would 
be consistent with Rule 610(d) because it was the Away Market that 
crossed previously-displayed orders.
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    \15\ 17 CFR 242.610(d).
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Proposed Rule Change
    To effect this proposed rule change, the Exchange proposes to 
delete Rule 7.31-E(a)(2)(C) in its entirety. The Exchange also proposes 
to delete references to this Rule and describe how the Exchange would 
process orders, as follows.
    First, the Exchange proposes rule changes to specify that 
previously-displayed orders at any price stand their ground and remain 
eligible to be quoted or traded at their last-displayed price, even if 
locked or crossed by an Away Market. The Exchange proposes to specify 
this principal generally for all displayed orders by amending Rule 
7.36-E(b) to add new subparagraph (4) that would provide that if an 
Away Market locks or crosses the BBO, the Exchange would not change the 
display price of any Limit Order ranked Priority 2--Display Orders \16\ 
and any such orders would be eligible to be disseminated as the 
Exchange's BBO.\17\ This proposed rule text both (1) provides 
specificity that all resting, top-of-book displayed orders stand their

[[Page 15518]]

ground, which is current functionality,\18\ and (2) describes new 
functionality for previously displayed depth-of-book orders, which 
would now stand their ground instead of being repriced if they become 
the Exchange's BBO.
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    \16\ As set forth in Rule 7.36-E(c), all non-marketable orders 
are ranked and maintained in the Exchange Book in the following 
manner: (1) price; (2) priority category; (3) time; and (4) ranking 
restrictions applicable to an order or modifier condition. Under 
Rule 7.36-E(e)(2), ``Priority 2--Display Orders'' are non-marketable 
Limit Orders with a displayed working price. Limit Orders that are 
ranked Priority 2--Display Orders can be top of book or at depth.
    \17\ As set forth in Rule 7.36-E(b)(1), the Exchange considers 
an order to be ``displayed'' when it has been disseminated via a 
market data feed. Because all orders ranked Priority 2--Display 
Orders, regardless of price, are displayed via proprietary data 
feeds, such orders are all ``displayed'' for purposes of Exchange 
rules.
    \18\ Current Rule 7.31-E(e)(1)(A)(iii) specifies that Non-
Routable Limit Orders stand their ground when crossed by an Away 
Market PBBO.
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    Because such resting orders would no longer be repriced if locked 
or crossed by an Away Market, such orders would not need to be assigned 
new working times and would therefore retain priority at their original 
price. In addition, for market participants that read the Exchange's 
proprietary market data and are aware of displayed, depth-of-book 
orders, this proposed change provides greater certainty regarding the 
price at which a liquidity-taking order would execute on the Exchange.
    This proposed rule text therefore promotes transparency and clarity 
in Exchange rules that all resting, displayed orders, including depth-
of-book orders, would stand their ground if locked or crossed by an 
Away Market. Proposed Rule 7.36-E(b)(4) is based in part on IEX Rules 
11.190(h)(3)(A)(i) and (h)(3)(B)(i) and LTSE Rules 11.190(g)(3)(A)(i) 
and (g)(3)(B)(i), described above, and is consistent with proposed MEMX 
Rule 11.6(j)(1)(A)(ii).
    The Exchange proposes related changes to remove references to Rule 
7.31-E(a)(2)(C) in connection with Primary Pegged Orders and replace 
that rule text with proposed new functionality that such orders would 
stand their ground at their last-displayed price. As described above, 
if the PBBO becomes locked or crossed, displayed orders on the Exchange 
would stand their ground. The Exchange proposes that in such scenario, 
resting Primary Pegged Orders, which are dynamically pegged to the 
PBBO, would similarly stand their ground. As further proposed, if the 
PBBO becomes locked or crossed, Primary Pegged Orders would wait for a 
PBBO that is not locked or crossed before the display and working price 
of such orders are adjusted. While the market is locked or crossed, 
such orders would remain eligible to trade at their current working 
price.
    To effect this change, the Exchange proposes to amend Rule 7.31-
E(h)(2)(B) relating to Primary Pegged Orders by deleting the last 
clause of that Rule \19\ and amend the last sentence of that paragraph 
as follows (new text underlined, proposed text for deletion in 
brackets): ``If after arrival, the PBBO becomes locked or crossed, the 
Primary Pegged Order will wait for a PBBO that is not locked or crossed 
before the display and working price [is]are adjusted[, but]and remains 
eligible to trade at its current working price.''
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    \19\ The last clause of current Rule 7.31-E(h)(2)(B) provides: 
``provided that, if a resting Limit Order on the Exchange Book is 
assigned a new display price and working price pursuant to Rule 
7.31-E(a)(2)(C) and the PBBO is still locked or crossed, a resting 
Primary Pegged Order will also be assigned a new display price and 
working price pursuant to Rule 7.31-E(a)(2)(C).''
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    Second, the Exchange proposes to specify how the Exchange would 
process orders following either a UTP Regulatory Halt in a UTP Security 
or an Auction that is not preceded by continuous trading.\20\ Because 
continuous trading did not precede either of these scenarios, the 
Exchange does not have a displayed quote eligible to stand its ground. 
Accordingly, to prevent publishing a quote that would lock or cross an 
Away Market, the Exchange proposes that before the Exchange publishes a 
quote following either of these scenarios, orders that are marketable 
against a protected quotation on an Away Market would be either routed 
(if routable) or cancelled (if non-routable).
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    \20\ The term ``UTP Security'' is defined in Rule 1.1 to mean a 
security that is listed on a national securities exchange other than 
the Exchange and that trades on the Exchange pursuant to unlisted 
trading privileges and the term ``UTP Regulatory Halt'' is defined 
in Rule 1.1 to mean a trade suspension, halt, or pause caused by the 
UTP Listing Market in a UTP Security that requires all market 
centers to halt trading in that security. The term ``UTP Listing 
Market'' is defined in Rule 1.1 to mean the primary listing market 
for a UTP Security.
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    The second clause of proposed Rule 7.36-E(b)(4) would address how 
the Exchange would process orders before resuming trading and 
publishing a quote in a UTP Security following a UTP Regulatory Halt. 
This proposed rule text would be an exception to the first half of the 
rule text, described above, that previously-displayed orders stand 
their ground. The Exchange proposes this exception because during a UTP 
Regulatory Halt, there is no continuous trading and the Exchange 
``zeroes'' out its quote, meaning the Exchange removes its BBO from the 
SIP. However, during a UTP Regulatory Halt, the Exchange may still have 
orders on its book. Specifically, as set forth in Rule 7.18-E(b), 
during a UTP Regulatory Halt, the Exchange cancels resting non-
displayed orders and maintains all other resting orders in the Exchange 
Book at their last working price and display price. The Exchange does 
not accept new orders during such a halt. As provided for in Rule 7.18-
E(a), the Exchange does not resume trading, including publishing a 
quote, in such security until it receives notification from the UTP 
Listing Market that the halt or suspension is no longer in effect and 
it has received the first Price Band in that security. The Exchange 
proposes that once it is eligible to resume trading, previously-
displayed Limit Orders, i.e., the orders entered before the UTP 
Regulatory Halt, would be routed (if routable) or cancelled (if non-
routable) if such orders would be marketable against protected 
quotations on Away Markets.
    For example, if before a UTP Regulatory Halt in XYZ security, the 
Exchange's BBO was $10.10 (100 shares) x $10.12 (100 shares), and 
before the Exchange resumes trading following that UTP Regulatory Halt, 
the first PBBO is $10.08 (100 shares) x $10.09 (100 shares), because 
the Exchange's former best bid of $10.10 is marketable against the new 
$10.09 PBO, the Exchange would either route that order (if routable) or 
cancel it (if non-routable). The Exchange would publish the former 
$10.12 because it is not marketable against an Away Market quotation.
    To specify how orders would be processed before publishing a quote 
when transitioning from a prior trading session or following the Core 
Open or Closing Auction, i.e., transitions preceded by continuous 
trading and the Exchange has a published quote immediately preceding 
the transition, the Exchange proposes that those displayed orders are 
eligible to stand their ground, as described in proposed Rule 7.36-
E(b)(4) above. To effect this change, the Exchange proposes to delete 
the last clause of Rule 7.35-E(h)(3)(A)(i), which provides that if the 
new published quote is worse than the previously-published quote and 
would lock or cross the PBBO, the display price of Limit Orders will be 
adjusted consistent with Rule 7.31-E(a)(2)(C). This proposed change is 
consistent with the proposed change to Rule 7.36-E(b), described above, 
that previously-displayed orders stand their ground if crossed by an 
Away Market. Because this paragraph is about scenarios where an Auction 
follows continuous trading and there was a previously-published quote, 
the Exchange also proposes a non-substantive, clarifying amendment to 
Rule 7.35-E(h)(3)(A)(i) to specify that this subparagraph of the Rule 
would be applicable to Closing Auctions that are preceded by continuous 
trading.
    To specify how orders would be processed before publishing a quote 
when transitioning to continuous trading following an Auction that is 
not preceded by continuous trading, the Exchange proposes to amend Rule 
7.35-

[[Page 15519]]

E(h)(3)(A)(ii) regarding how orders would be processed before 
publishing a quote when transitioning to continuous trading following 
an Auction that is not preceded by continuous trading. Currently, 
before publishing following a Trading Halt Auction: (1) Previously-live 
Limit Orders that are designated with a Proactive if Locked/Crossed 
Modifier or that would be the result of reserve interest replenishing 
the display quantity of a routable Reserve Order will route, if 
marketable against protected quotations on Away Markets; (2) 
previously-live orders that are marketable against other orders in the 
NYSE Arca Book and that would not trade-through a protected quotation 
will trade; and (3) the display price of all other orders that are 
marketable against a protected quotation on an Away Market will be 
adjusted consistent with Rule 7.31-E(a)(2)(C).
    Because the Exchange will no longer be adjusting the price of 
orders as provided for in Rule 7.31-E(a)(2)(C), the Exchange proposes 
that, generally, to prevent publishing a quote that would lock or cross 
an Away Market PBBO, following an Auction that is not preceded by 
continuous trading, if orders are marketable against protected 
quotations on Away Markets, routable orders would route and non-
routable orders would cancel. To effect this change, the Exchange 
proposes to amend Rule 7.35-E(h)(3)(A)(ii) to provide that, before 
publishing a quote following a Trading Halt Auction (or Closing Auction 
if not preceded by continuous trading), previously-live orders would be 
processed as follows:
     Orders eligible to route that are marketable against 
protected quotations on Away Markets would route based on the ranking 
of such orders as set forth in Rule 7.36-E(c) (proposed Rule 7.35-
E(h)(3)(A)(ii)(a)). With this proposed change, routable orders at 
potentially multiple price points would be routed to protected 
quotations on Away Markets before any other action is taken.
     After routing eligible orders, orders not eligible to 
route (excluding Primary Pegged Orders, and during a Short Sale Price 
Test, sell short orders) that are marketable against protected 
quotations on Away Markets would cancel (proposed Rule 7.35-
E(h)(3)(A)(ii)(b)). The Exchange does not propose to route or cancel 
Primary Pegged Orders, or, during a Short Sale Price Test, sell short 
orders, because such orders, by their terms, are eligible to be 
repriced.
     Once there are no more unexecuted orders marketable 
against protected quotations on Away Markets (because they have either 
been routed or cancelled), orders that are marketable against other 
orders in the NYSE Arca Book would trade (proposed Rule 7.35-
E(h)(3)(A)(ii)(c)). With this proposed step, remaining orders on the 
NYSE Arca book that could trade would trade.
     The display quantity of Reserve Orders would be 
replenished as provided for in Rule 7.31-E(d)(1) (proposed Rule 7.35-
E(h)(3)(A)(ii)(d)).
     Primary Pegged Orders would be assigned a display price 
and working price as provided for in Rule 7.31-E, provided that such 
orders would cancel if the PBBO is locked or crossed or there is no PBB 
(PBO) against which to peg (proposed Rule 7.35-E(h)(3)(A)(ii)(e)). 
Because these orders reprice on arrival, the Exchange proposes to 
process previously-entered Primary Pegged Orders in the same manner 
following an Auction. This proposed rule text therefore makes clear 
that Primary Pegged Orders would be assigned a display price and 
working price no differently than they would on arrival, as described 
in Rule 7.31-E.
     Finally, sell short orders would be priced to a Permitted 
Price as provided for under Rule 7.16-E(f)(5) (proposed Rule 7.35-
E(h)(3)(A)(ii)(f)). The Exchange proposes to reprice sell short orders 
last as the Permitted Price may have changed as a result of step one, 
described above (routing orders to the PBBO).
    The Exchange believes that following a UTP Regulatory Halt or an 
Auction that is not preceded by continuous trading, orders that would 
lock or cross the Away Market PBBO should either be routed (if 
routable) or cancelled (if non-routable) if they would be marketable 
against protected quotations on Away Markets. The Exchange believes 
that routing or cancelling such orders is consistent with Rule 610(d) 
because the Away Market does not have an obligation to prevent locking 
or crossing an Exchange quote in these scenarios. Therefore, in these 
scenarios, to prevent locking or crossing the Away Market PBBO, the 
Exchange would either route or cancel previously-entered orders before 
publishing a quote. This was how the New York Stock Exchange LLC 
(``NYSE'') processed orders following an Auction before it transitioned 
to Pillar.
    The Exchange also proposes a non-substantive change regarding how 
the term ``previously-live orders' is defined for purposes of Rule 
7.35-E(h)(3)(A). Currently, the term ``previously-live orders'' is 
defined as unexecuted orders that were eligible to trade in the trading 
session both before and after the transition or auction. This 
definition is intended to refer to the trading session designated for 
an order, not that it was eligible to trade in continuous trading, and 
includes orders that were entered during a trading halt that occurred 
in the same trading session as the auction. To clarify this rule, the 
Exchange proposes to amend Rule 7.35E(h)(3)(A) and define a 
``previously-live order'' as an unexecuted order that was received 
before the Auction Processing Period and was designated to trade in the 
trading session both before and after the transition or auction.
    Third, the Exchange proposes to apply the proposed processing of 
orders, described above, to odd-lot orders. In other words, odd-lot 
orders would no longer be processed differently than orders that are a 
round lot or greater in size. Currently, Rule 7.38-E(b)(1) and 
subparagraphs (A)-(C) describe how the working and display price of 
odd-lot orders are adjusted in relation to the contra-side PBBO. In 
short, currently, the working and display prices of odd-lot orders are 
bound by the PBBO, which means that resting odd-lot orders can be 
repriced if the PBBO changes or becomes locked or crossed.\21\
---------------------------------------------------------------------------

    \21\ Current Rule 7.38-E(b)(1) provides that ``[t]he working and 
display price of an odd lot order will be adjusted both on arrival 
and when resting on the Exchange Book as follows: (A) If the limit 
price of an odd lot order to buy (sell) is at or below (above) the 
PBO (PBB), it will have a working and display price equal to the 
limit price. (B) If the limit price of an odd lot order to buy 
(sell) is above (below) the PBO (PBB), it will have a working price 
equal to the PBO (PBB). The display price will also be adjusted to 
the PBO (PBB) unless the order's instruction requires a display 
price that is different from the PBBO. (C) If the PBBO is locked or 
crossed and the limit price of an odd lot order to buy (sell) is 
above (below) the PBO (PBB), it will have a working and display 
price equal to the PBB (PBO). The working and display price of such 
odd lot order will not be adjusted again until the PBBO unlocks or 
uncrosses.''
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    As proposed, odd-lot sized orders would be priced the same as 
orders of a round-lot size or higher, and if they are designated 
Priority 2--Display Orders, they would stand their ground if locked or 
crossed by an Away Market PBBO. To effect this change, the Exchange 
proposes to delete Rule 7.38-E(b)(1) and sub-paragraphs (A)-(C) in 
their entirety. The Exchange also proposes to delete the clause 
``provided that'' at the end of Rule 7.38-E(b) and make a non-
substantive change to that Rule to replace the term ``in'' with the 
term ``on.'' As a result of these changes, Rule 7.38-E(b) would 
provide, without any qualifiers, that ``[r]ound lot, mixed lot and odd 
lot orders are treated in the same manner on the Exchange.'' The 
Exchange proposes an additional non-substantive change to renumber 
current Rule 7.38-E(b)(2) as Rule 7.38-E(c).
    Fourth, because displayed odd-lot orders would stand their ground, 
the Exchange proposes to amend Rule 7.31-

[[Page 15520]]

E(d)(1) to add new subparagraph (F) relating to Reserve Orders to 
specify new functionality of how non-routable Reserve Orders would be 
replenished if the display quantity of a resting Reserve Order is 
decremented to an odd-lot size when the PBBO is crossed. The Exchange 
proposes this change only for non-routable Reserve Orders. These 
changes are not necessary for a routable Reserve Order because when 
such order replenishes, the replenish quantity is evaluated for routing 
to Away Markets and thus would not be displayed at a price that crosses 
an Away Market.
    As proposed in new subparagraph (F) to Rule 7.31-E(d)(1), if the 
PBBO is crossed and the display quantity of a Reserve Order to buy 
(sell) that is a Non-Routable Limit Order is decremented to less than a 
round lot, the display price and working price of the remaining odd-lot 
quantity of the Reserve Order would not change. This proposed rule text 
is consistent with the change, described above, that resting displayed 
orders, including odd-lot sized orders, would stand their ground if 
crossed by an Away Market. The proposed rule would further provide that 
the reserve interest that replenishes the display quantity would be 
assigned a display price one MPV below (above) the PBO (PBB) and a 
working price equal to the PBO (PBB). Because this is the first time 
such interest would be displayed, the Exchange proposes to adjust the 
display and working price so that the replenished quantity would not 
lock or cross the Away Market, which is the same manner that an 
arriving Non-Routable Limit Order is priced.\22\
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    \22\ See Rule 7.31-E(e)(1)(A) (describing how arriving Non-
Routable Limit Order is priced). On Nasdaq, a Price to Comply Order 
with Reserve Size replenishes in a similar manner. See Nasdaq Rule 
4703(h); see also Supplementary Material .02 to IEX Rule 11.190(h) 
(``When a reserve order refreshes its displayed portion, the 
refreshing shares are not permitted to be displayed at a price that 
locks or crosses the price of a protected quotation on an away 
market and are subject to display-price sliding'').
---------------------------------------------------------------------------

    When the PBBO uncrosses, the display price and working price would 
be adjusted as provided for under paragraph (e)(1) of this Rule 
relating to Non-Routable Limit Orders.
    Fifth, as described above, displayed orders would stand their 
ground if locked or crossed by an Away Market. However, non-displayed 
orders do not. As set forth in Rule 7.31-E(d)(2)(A), the working price 
of a resting Non-Displayed Limit Order will be adjusted based on the 
limit price of the order. If the limit price of a Non-Displayed Limit 
Order to buy (sell) is at or below (above) the PBO (PBB), it will have 
a working price equal to the limit price. If the limit price of a Non-
Displayed Limit Order to buy (sell) is above (below) the PBO (PBB), it 
will have a working price equal to the PBO (PBB). The Exchange proposes 
to amend Rule 7.31-E(d)(1) to provide that the working price of the 
reserve interest of resting Reserve Orders, which are not displayed, 
would be adjusted in the same manner that the working price of Non-
Displayed Limit Orders are adjusted.
    To effect this change, the Exchange proposes to amend Rule 7.31-
E(d)(1) to add the following sentence: ``The working price of the 
reserve interest of a resting Reserve Order will be adjusted in the 
same manner as a Non-Displayed Limit Order, as provided for in 
paragraph (d)(2)(A) of this Rule.'' The Exchange understands that at 
least one other exchange also adjusts the price of the non-displayed 
portion of Reserve Orders in the same manner that such exchange adjusts 
the price of non-displayed orders.\23\
---------------------------------------------------------------------------

    \23\ See IEX Rule 11.190(b)(2) (stating that the non-displayed 
portion of reserve orders are treated as non-displayed orders). IEX 
reprices its non-displayed orders differently from how the Exchange 
reprices Non-Displayed Limit Orders. See IEX Rule 11.190(h)(3)(D). 
Importantly, both IEX and the Exchange reprice non-displayed orders 
when crossed by an Away Market PBBO.
---------------------------------------------------------------------------

    Together with the proposed rule change described above to Rule 
7.36-E(b), these rule changes make clear that on the Exchange, if 
crossed by an Away Market PBBO, displayed orders would stand their 
ground and non-displayed orders, including the reserve interest of 
resting Reserve Orders, would be repriced based off of the PBBO.
Implementation
    Because of the technology changes associated with this proposed 
rule change, the Exchange will announce the implementation date of this 
proposed rule change by Trader Update. Subject to effectiveness of this 
proposed rule change, the Exchange anticipates that the implementation 
date will be in the Spring of 2020.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act,\24\ in general, and furthers the objectives of 
Sections 6(b)(5) of the Act,\25\ in particular, because it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to, and perfect the mechanisms of, 
a free and open market and a national market system and, in general, to 
protect investors and the public interest and because it is not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b).
    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that deleting Rule 7.31-E(a)(2)(C) and the 
related proposed amendment to Rule 7.36-E(b) to add new sub-paragraph 
(4) would remove impediments to and perfect the mechanism of a free and 
open market and a national market system because they would promote 
transparency in Exchange rules that previously-displayed orders would 
stand their ground if locked or crossed by an Away Market PBBO. The 
proposed rule changes would further promote transparency because they 
make clear that resting, displayed, depth-of-book orders that have been 
locked or crossed by an Away Market PBBO would be eligible to be 
disseminated to the SIP at their original price if they become the BBO.
    The Exchange believes that previously-displayed orders, including 
depth-of-book orders, have priority at such price and should be able to 
stand their ground if locked or crossed by an Away Market. The Exchange 
therefore believes it is consistent with this principle to delete Rule 
7.31-E(a)(2)(C) and change functionality on the Exchange for such 
orders to stand their ground and not be repriced if another market 
locks or crosses their price. The proposed change therefore benefits 
those resting orders because they would be able to keep their original 
working time and any priority ranking associated with such working 
time. The proposed change would also benefit liquidity takers, who 
would have greater certainty regarding the price at which they would 
receive an execution on the Exchange.
    Moreover, the proposed change is consistent with how other 
exchanges function. While the rules of other exchanges differ in level 
of detail, these proposed changes are based in part on IEX Rules 
11.190(h)(3)(A)(i) and (h)(3)(B)(i)and LTSE Rules 11.190(g)(3)(A)(i) 
and (g)(3)(B)(i), which similarly provide that previously-displayed 
orders on those exchanges maintain their display price and quantity if 
locked or crossed by an another market center. The proposal is also 
similar to how MEMX proposes it would function if approved as an 
exchange.
    The Exchange further believes that these proposed amendments are 
consistent with Rule 610(d). If an Away Market publishes a PBBO that 
crosses

[[Page 15521]]

not only the Exchange's BBO, but also resting, displayed, depth-of-book 
orders, it was the Away Market that crossed previously-displayed 
orders. If such previously-displayed, depth-of-book orders become the 
Exchange's BBO, the Exchange believes it is appropriate to disseminate 
those previously-displayed prices and quantities to the SIP as the new 
BBO because those resting orders pre-existed the Away Market quote that 
locked or crossed them.
    For the same reasons, the Exchange believes that the proposed 
changes to Primary Pegged Orders would remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because displayed orders that are pegged to a dynamic price 
would stand their ground at their original displayed price if locked or 
crossed by an Away Market, which is consistent with the proposed rule 
change that all displayed orders would stand their ground. These 
proposed rule changes also promote transparency by specifying that such 
orders would continue to be eligible to trade at their original working 
price, and that their display and working prices would not be adjusted 
until the PBBO is no longer locked or crossed.
    The Exchange further believes that routing or cancelling orders 
that are marketable against an Away Market PBBO following a UTP 
Regulatory Halt or an Auction that is not preceded by continuous 
trading would also remove impediments to and perfect the mechanism of a 
free and open market and a national market system because in these 
scenarios, the Away Market would not have had an obligation to prevent 
displaying a locking or crossing quotation. The Exchange proposes to 
avoid locking or crossing an Away Market PBBO in these scenarios by 
routing or cancelling previously-displayed orders, as applicable. These 
proposed changes would reduce the number of times resting orders would 
be repriced, thereby increasing determinism for the price at which 
orders would be executed on the Exchange. The Exchange notes that this 
proposed change is not novel as this is how NYSE processed orders 
following an auction before it transitioned NYSE-listed securities to 
Pillar. The Exchange further believes that the proposed change to the 
definition of ``previously-live orders'' would remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system because the proposed rule text is designed to clarify the 
existing rule without changing its meaning, thus promoting transparency 
and clarity in Exchange rules.
    The Exchange believes that processing odd-lot sized orders in the 
same manner as round-lot sized orders would remove impediments to and 
perfect the mechanism of a free and open market because the same 
principle applies: An order of any size that has been displayed has 
priority at that price if an Away Market subsequently locks or crosses 
that price. In addition, the Exchange believes that processing odd-lot 
orders the same as round-lot sized orders is not novel as it is 
consistent with the rules of other exchanges.\26\
---------------------------------------------------------------------------

    \26\ See, e.g., Nasdaq Rules 4703(b)(3) (defining the term ``odd 
lot'' as an order attribute) and 4702 (describing which order 
attributes are available for orders on Nasdaq, without any 
discussion of odd-lot sized orders being priced differently than 
round-lot sized orders). See also BZX Rules 11.10 (defining the term 
``odd lot'') and 11.9 (describing BZX Orders and Modifiers, without 
any discussion of odd-lot sized orders being priced differently than 
round-lot sized orders).
---------------------------------------------------------------------------

    Finally, the Exchange believes that the proposed changes to Reserve 
Orders would remove impediments to and perfect the mechanism of a free 
and open market because it would apply these principles to a Non-
Routable Limit Order that is also a Reserve Order. This proposed 
functionality is also consistent with how Nasdaq and IEX process non-
routable orders with reserve interest.\27\ The proposed change to 
reprice the reserve interest of resting Reserve Orders in the same 
manner as a Non-Displayed Limit Order is priced would also remove 
impediments to and perfect the mechanism of a free and open market 
because it would promote consistency in Exchange rules regarding how 
similar orders are priced when crossed by an Away Market. The proposed 
change is also consistent with how IEX processes the reserve interest 
of Reserve Orders.\28\
---------------------------------------------------------------------------

    \27\ See supra note 22.
    \28\ See supra note 23.
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\29\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The proposed change is competitive because it is 
designed to conform how the Exchange processes previously-displayed 
orders with the functionality available on other exchanges, i.e., that 
such orders would stand their ground if locked or crossed by an Away 
Market and be eligible to be disseminated to the SIP at their original 
price. The Exchange believes that the proposed change would promote 
competition because fewer orders would need to be repriced on the 
Exchange and therefore liquidity providers seeking for their orders to 
retain priority may route additional orders to the Exchange. Likewise, 
liquidity takers may be more likely to route orders to the Exchange if 
they have greater determinism regarding the price at which their orders 
would be executed.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    Without this proposed rule change regarding how displayed orders 
would stand their ground if locked or crossed by an Away Market, the 
Exchange is currently at a competitive disadvantage vis-[agrave]-vis 
all other equity exchanges, which do not reprice orders in this manner. 
As discussed above, displayed orders on all other equity exchanges, 
including the two exchanges that recently had their Form 1 applications 
to be approved as an exchange (IEX and LTSE), stand their ground when 
locked or crossed by an Away Market and such orders are disseminated to 
the SIP if they become those exchanges' best bid or offer. In addition, 
MEMX proposes that displayed orders would stand their ground if locked 
or crossed by an Away Market.

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

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or 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 self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the 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, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

[[Page 15522]]

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-NYSEArca-2020-17 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-NYSEArca-2020-17. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal 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-NYSEArca-2020-17, and should be 
submitted on or before April 8, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-05557 Filed 3-17-20; 8:45 am]
 BILLING CODE 8011-01-P