[Federal Register Volume 85, Number 117 (Wednesday, June 17, 2020)]
[Notices]
[Pages 36633-36637]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-12985]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89046; File No. SR-MRX-2020-11]


Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Its 
Pricing Schedule at Options 7

June 11, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 36634]]

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 1, 2020, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``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 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 its Pricing Schedule at Options 7 in 
connection with the pricing for orders entered into the Exchange's 
Price Improvement Mechanism (``PIM'').
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqmrx.cchwallstreet.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 Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The purpose of the proposed rule change is to amend the Exchange's 
Pricing Schedule at Options 7 to adopt separate fees for complex PIM 
orders that will be identical to the current fees for regular PIM 
orders. The Exchange also proposes to amend the PIM break-up rebates to 
provide the rebate only for PIM orders that meet specified size 
requirements. In connection with the foregoing changes, the Exchange 
also proposes to amend its Pricing Schedule to set forth its PIM 
pricing in a separate section for better readability. Each change is 
discussed in detail below.
Background
    For regular PIM orders, the Exchange currently charges a PIM 
originating fee in Penny and Non-Penny Symbols of $0.20 per contract 
for Non-Priority Customers \3\ and $0.00 per contract for Priority 
Customers.\4\ The Exchange also charges all market participants a PIM 
contra-side fee in Penny and Non-Penny Symbols of $0.05 per contract. 
Members that execute an average daily volume (``ADV'') of 10,000 PIM 
originating contracts or greater within a month are eligible for a 
reduced PIM contra-side fee of $0.02 per contract (in lieu of $0.05 per 
contract). In addition, the Exchange presently charges PIM response 
fees of $0.50 per contract in Penny Symbols and $1.10 per contract in 
Non-Penny Symbols.\5\
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    \3\ Non-Priority Customers consist of Market Makers (including 
Market Maker orders sent to the Exchange by EAMs), Non-Nasdaq MRX 
Market Makers (FarMM), Firm Proprietary/Broker-Dealers, and 
Professional Customers.
    \4\ A ``Priority Customer'' is a person or entity that is not a 
broker/dealer in securities, and does not place more than 390 orders 
in listed options per day on average during a calendar month for its 
own beneficial account(s), as defined in Nasdaq MRX Options 1, 
Section 1(a)(36).
    \5\ The PIM response fees are the same as the response fees 
presently charged for all other Crossing Orders. See Options 7, 
Section 3, Table 2.
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    The Exchange currently pays a regular PIM break-up rebate to an 
originating Priority Customer PIM order that executes with a response 
(order or quote), other than the PIM contra-side order, of $0.40 per 
contract in Penny Symbols and $1.00 per contract in Non-Penny Symbols. 
Notwithstanding the foregoing, Members that execute an ADV of 10,000 
PIM originating contracts or greater within a month will receive a 
break-up rebate of $1.05 per contract in Non-Penny Symbols (in lieu of 
$1.00 per contract).
    As it relates to complex PIM orders, the Exchange currently charges 
Non-Priority Customers a uniform $0.15 per contract fee for all complex 
orders, including complex orders submitted into the Complex PIM. The 
$0.15 per contract fee applies to an originating order, contra-side 
order and responses entered into MRX's Complex PIM. No complex order 
fees are presently assessed to Priority Customers, including Priority 
Customer complex PIM orders.
PIM Fees
    The Exchange now proposes to adopt separate fees for complex PIM 
orders within new Section 5.E of Options 7 that will be identical to 
the current fees assessed for regular PIM orders. In particular, the 
Exchange proposes to charge all complex Non-Priority Customer PIM 
originating orders in Penny and Non-Penny Symbols the $0.20 per 
contract PIM originating fee that it currently assesses to all regular 
Non-Priority Customer PIM originating orders, and, for complex Priority 
Customer PIM originating orders, the $0.00 per contract PIM originating 
fee it currently assesses to regular Priority Customer PIM originating 
orders. Likewise, the Exchange proposes to assess all market 
participants $0.05 per contract for complex PIM contra-side orders in 
Penny and Non-Penny Symbols, identical to how regular PIM contra-side 
orders are charged today. The Exchange further proposes to offer market 
participants an opportunity to lower the proposed complex PIM contra-
side fee from $0.05 to $0.02 per contract if they execute an ADV of 
10,000 PIM originating contracts or greater within a month, identical 
to the reduced regular PIM contra-side fee it currently offers market 
participants today.\6\ In addition, the Exchange proposes to assess 
responses entered into complex PIM at the same rate as the fees 
currently assessed for regular PIM responses (i.e., $0.50 per contract 
in Penny Symbols and $1.10 in Non-Penny Symbols).
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    \6\ See proposed note 1 in Options 7, Section 5.E.
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PIM Break-up Rebate
    The Exchange also proposes to adopt complex PIM break-up rebates 
that are similar to the regular PIM break-up rebates described above, 
with two differences. First, the Exchange proposes, for complex PIM 
orders only, to pay a higher break-up rebate of $0.45 per contract (in 
lieu of $0.40 per contract) with respect to a Priority Customer PIM 
originating order in Penny Symbols for qualifying Members that execute 
an ADV of 10,000 PIM originating contracts or greater within a 
month.\7\ Currently for regular PIM orders, the Exchange only provides 
a higher break-up rebate with respect to a Priority Customer PIM 
originating order in Non-Penny Symbols ($1.05 per contract in lieu of 
$1.00 per contract), not Penny Symbols, to qualifying Members that meet 
this ADV threshold.\8\ Second, the Exchange proposes to provide break-
up rebates only for Priority Customer PIM originating orders that meet 
specified size requirements. Specifically, the Exchange proposes to 
apply the break-up rebates only to regular PIM orders of

[[Page 36635]]

500 or fewer contracts and to complex PIM orders where the largest leg 
is 500 or fewer contracts.\9\ As such, the break-up rebates currently 
offered to regular Priority Customer PIM originating orders of more 
than 500 contracts will be eliminated under this proposal. The Exchange 
is seeking to attract smaller and medium sized Priority Customer PIM 
order flow to MRX with this change.
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    \7\ See proposed note 3 in Options 7, Section 5.E.
    \8\ As discussed later in this filing, the Exchange's proposal 
will offer this higher Non-Penny Symbol rebate of $1.05 per contract 
for both regular and complex PIM orders. See proposed note 3 in 
Options 7, Section 5.E.
    \9\ See proposed note 2 in Options 7, Section 5.E.
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    Otherwise, the Exchange will apply the same break-up rebates to 
complex Priority Customer PIM originating orders as the current rebates 
applied to regular Priority Customer PIM originating orders, provided 
that such PIM orders meet the proposed size requirement of 500 or fewer 
contracts. Thus, the break-up rebates will be $0.40 per contract in 
Penny Symbols and $1.00 per contract in Non-Penny Symbols, applicable 
to Priority Customer PIM originating orders that are 500 or fewer 
contracts (for regular orders) and where the largest leg is 500 or 
fewer contracts (for complex orders). Furthermore, Members that execute 
an ADV of 10,000 PIM originating contracts or greater within a month 
will be eligible to receive, Exchange will apply the break-up rebate of 
$1.05 per contract in Non-Penny Symbols (in lieu of $1.00 per contract)
Technical Changes
    For better readability, the Exchange proposes to relocate the fees 
and rebates for regular PIM orders currently within Table 2 of Options 
7, Section 3 into new Section 5.E, titled ``PIM Pricing for Regular and 
Complex Orders,'' to group them with the proposed pricing for complex 
PIM orders. In connection with the foregoing changes, the Exchange also 
proposes to amend Options 7, Sections 3 and 4 to clarify that regular 
and complex PIM orders are subject to separate pricing in Options 7, 
Section 5.E. Lastly, the Exchange is correcting a typo in note 1 of 
Options 7, Section 4 to revise ``abovereferenced'' to ``above-
referenced.''
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\10\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\11\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among members and issuers and other persons using any 
facility, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \10\ 15 U.S.C. 78 f(b).
    \11\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange's proposed changes to its Pricing Schedule are 
reasonable in several respects. As a threshold matter, the Exchange is 
subject to significant competitive forces in the market for options 
securities transaction services that constrain its pricing 
determinations in that market. The fact that this market is competitive 
has long been recognized by the courts. In NetCoalition v. Securities 
and Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one 
disputes that competition for order flow is `fierce.' . . . As the SEC 
explained, `[i]n the U.S. national market system, buyers and sellers of 
securities, and the broker-dealers that act as their order-routing 
agents, have a wide range of choices of where to route orders for 
execution'; [and] `no exchange can afford to take its market share 
percentages for granted' because `no exchange possesses a monopoly, 
regulatory or otherwise, in the execution of order flow from broker 
dealers'. . . .'' \12\
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    \12\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \13\
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    \13\ Securities Exchange Act Release No. 51808 (June 9, 2005), 
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release'').
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    Numerous indicia demonstrate the competitive nature of this market. 
For example, clear substitutes to the Exchange exist in the market for 
options security transaction services. The Exchange is only one of 
sixteen options exchanges to which market participants may direct their 
order flow. Within this environment, market participants can freely and 
often do shift their order flow among the Exchange and competing venues 
in response to changes in their respective pricing schedules. As such, 
the proposal represents a reasonable attempt by the Exchange to 
increase its liquidity and market share relative to its competitors.
PIM Fees
    The Exchange believes that the proposed fee structure for complex 
PIM orders (i.e., originating, contra-side, and responses) is 
reasonably designed because the proposed fees will be aligned with the 
fees currently in place for regular PIM orders. The proposed fee 
structure is designed to promote order flow through the complex PIM, 
which benefits all market participants by providing additional trading 
opportunities at improved prices. While the Exchange is increasing the 
complex PIM originating fees for Non-Priority Customers \14\ and the 
complex PIM response fees for all market participants \15\ under this 
proposal, the proposed fees will harmonize the complex PIM fees with 
the regular PIM fees assessed today. While the all market participants 
will be charged higher complex PIM response fees than the fees 
currently assessed, the Exchange believes that the increased fees are 
appropriate to offset the significant break-up rebates to Priority 
Customers who submit PIM orders as proposed herein.\16\
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    \14\ The complex PIM originating fees will increase from $0.15 
to $0.20 per contract for Non-Priority Customers in all symbols. As 
discussed above, this fee will remain at $0.00 for Priority 
Customers.
    \15\ The complex PIM response fees will increase (i) in Penny 
Symbols, from $0.15 to $0.50 per contract for Non-Priority Customers 
and from $0.00 to $0.50 per contract for Priority Customers, and 
(ii) in Non-Penny Symbols, from $0.15 to $1.10 per contract for Non-
Priority Customers and from $0.00 to $1.10 per contract for Priority 
Customers.
    \16\ As discussed above, the Exchange proposes to offer break-up 
rebates to Priority Customer PIM originating orders of 500 or fewer 
contracts (regular PIM orders) or where the largest leg is 500 or 
fewer contracts (complex PIM orders), which execute with any 
response other than the PIM contra-side order. This rebate will be 
(i) $0.40 per contract in Penny Symbols (or, for complex PIM orders 
only, $0.45 for Members that execute an ADV of 10,000 PIM 
originating contracts or greater within a month for complex PIM 
orders only), and (ii) $1.00 per contract in Non-Penny Symbols (or, 
for both regular and complex PIM orders, $1.05 for Members that 
execute an ADV of 10,000 PIM originating contracts or greater within 
a month).
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    As proposed, the Exchange will also charge complex PIM contra-side 
orders at the same rate as regular PIM contra-side order today. The 
proposed changes will decrease the complex PIM contra-side fee for 
certain market participants while increasing the fee for others. In 
particular, the Exchange believes that its proposal to assess Non-
Priority Customers a decreased complex PIM contra-side fee \17\ is 
reasonable because the Exchange is seeking to encourage these market 
participants to submit a greater amount of order flow to the MRX PIM 
auction. The Exchange believes it is

[[Page 36636]]

reasonable to assess Priority Customers an increased complex PIM 
contra-side fee \18\ because the Exchange will also offer Priority 
Customers an opportunity to receive significant break-up rebates for 
any originating Priority Customer PIM order that meets the requirements 
described herein. In addition, Priority Customers will continue to 
receive free executions on their complex PIM originating orders as is 
the case today. Furthermore, all market participants will have the 
opportunity to reduce their $0.05 contra-side PIM fees to $0.02 per 
contract if they execute an ADV of 10,000 PIM originating contracts or 
greater within a month, thereby incentivizing market participants to 
send additional PIM order flow to MRX. Greater liquidity in the PIM 
auction provides additional opportunities for price improvement. The 
Exchange further notes that the proposed fees are generally within the 
range of fees assessed by another exchange that employs a similar fee 
structure for its price improvement mechanisms.\19\
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    \17\ The complex PIM contra-side fee will decrease from $0.20 to 
$0.05 per contract for Non-Priority Customers in all symbols.
    \18\ The complex PIM contra-side fee will increase from $0.00 to 
$0.05 per contract for Priority Customers in all symbols.
    \19\ See MIAX Options (``MIAX'') Fee Schedule, Section 1(a)(vi) 
(MIAX Complex Price Improvement Mechanism (``cPRIME'') Fees), which 
provides for comparable rates for similar originating (i.e., agency) 
orders, contra-side orders and responses submitted into its cPRIME 
auctions. For example, MIAX assesses all non-Priority Customers a 
fee of $0.30 for cPRIME agency orders and $0.04 for cPRIME contra-
side orders. MIAX also assesses all market participants a fee of 
$0.50 (Penny Classes) and $0.99 (Non-Penny Classes) for cPRIME 
responses. As it relates to the Non-Penny response fee, while the 
Exchange will charge a higher complex PIM response fee, the proposed 
fee is intended to offset the proposed break-up rebates as discussed 
below.
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    The Exchange believes that the proposed fees for complex PIM orders 
(i.e., originating, contra-side, and responses) are equitable and not 
unfairly discriminatory as the fees will be more standardized across 
regular and complex PIM orders, and across market participant types, 
with the exception that Priority Customers will continue to not be 
charged a fee for PIM originating orders. The Exchange believes it is 
equitable and not unfairly discriminatory to not charge Priority 
Customers a complex PIM originating fee as the Exchange has 
historically offered lower pricing or other incentives to Priority 
Customer orders in order to incentivize such order flow to the 
Exchange. Priority Customer order flow enhances liquidity on the 
Exchange for the benefit of all market participants by providing more 
trading opportunities, which in turn attracts Market Makers and other 
market participants that may trade with this order flow.
PIM Break-up Rebate
    The Exchange believes that the proposed PIM break-up rebates are 
reasonable because these incentives will attract additional order flow 
to PIM, particularly smaller to medium sized Priority Customer PIM 
orders (i.e., 500 or fewer contracts). By providing break-up rebates of 
$0.40 (Penny Symbols) and $1.00 (Non-Penny Symbols) to Priority 
Customer PIM originating orders that execute with any response other 
than the PIM contra-side order, and by offering these rebates only to 
PIM orders of 500 or fewer contracts, the proposal is designed to 
encourage Members to execute this order flow in the Exchange's PIM. 
Additional PIM order flow provides all market participants with 
additional trading opportunities at improved prices. The Exchange notes 
that other exchanges, including its affiliate Nasdaq ISE (``ISE''), 
impose size requirements for certain rebates and credits.\20\ 
Furthermore, the Exchange believes that providing higher break-up 
rebates to Members that execute a higher ADV of PIM originating orders 
as described above will encourage Members to send additional PIM order 
flow to MRX in order to qualify for the higher rebates. The Exchange 
also believes that the proposed break-up rebates are set at reasonable 
rates because they are aligned with the rebates currently provided for 
regular Priority Customer PIM originating orders.
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    \20\ See ISE Pricing Schedule, Options 7, Section 4, note 1, 
which sets forth a Priority Customer complex rebate that is provided 
to complex orders where the largest leg of the order is under fifty 
contracts and trades with quotes and orders on the regular order 
book; Cboe Options (``Cboe'') Fee Schedule, Volume Incentive Program 
(``VIP''), which provides that VIP credits on orders executed 
electronically in Cboe's Automated Improvement Mechanism (``AIM'') 
will be capped at 1,000 contracts per order for simple executions 
and 1,000 contracts per leg for complex executions; and MIAX Fee 
Schedule, Section 1(a)(iii) (Priority Customer Rebate Program), 
which provides that the per contract credit for cPRIME Agency Orders 
is assessable to the first 1,000 contracts per leg for each cPRIME 
Agency Order.
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    The Exchange believes that the proposed break-up rebates are 
equitable and not unfairly discriminatory because the proposed rebates 
will apply equally to all Priority Customer PIM originating orders that 
execute against PIM responses. While Priority Customers will receive 
the break-up rebate, as opposed to other market participants, the 
Exchange believes that this application of the rebate is equitable and 
not unfairly discriminatory because Priority Customer order flow 
enhances liquidity on the Exchange. This, in turn, provides more 
trading opportunities and attracts other market participants, thus 
facilitating tighter spreads, increased order flow and trading 
opportunities to the benefit of all market participants. Moreover, as 
stated above, the Exchange has historically provided lower pricing or 
other incentives to Priority Customers in order to attract such order 
flow.

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 not necessary or appropriate in 
furtherance of the purposes of the Act.
    In terms of intra-market competition, the Exchange does not believe 
that its proposal will place any category of Exchange market 
participant at a competitive disadvantage. The proposed changes to the 
Exchange's PIM pricing program are all designed to incentivize market 
participants to direct PIM order flow to the Exchange. While some 
aspects of the proposal apply directly to Priority Customers (through 
the free executions of PIM originating orders and application of the 
break-up rebates), the Exchange believes that the proposed changes 
taken together will fortify and encourage additional PIM order flow to 
MRX. As noted above, all market participants will benefit from any 
increase in market activity that the proposal effectuates.
    In terms of inter-market competition, the Exchange notes that it 
operates in a highly competitive market in which market participants 
can readily favor competing venues if they deem fee levels at a 
particular venue to be excessive, or rebate opportunities available at 
other venues to be more favorable. In such an environment, the Exchange 
must continually adjust its fees to remain competitive with other 
options exchanges. Because competitors are free to modify their own 
fees in response, and because market participants may readily adjust 
their order routing practices, the Exchange believes that the degree to 
which fee changes in this market may impose any burden on competition 
is extremely limited.
    Moreover, as noted above, price competition between exchanges is 
fierce, with liquidity and market share moving freely between exchanges 
in reaction to fee and rebate changes. In sum, if the changes proposed 
herein are unattractive to market participants, it is likely that the 
Exchange will lose market share as a result. Accordingly, the Exchange 
does not believe that the proposed changes will impair the ability of 
Members or competing order execution venues to maintain their

[[Page 36637]]

competitive standing in the financial markets.

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 foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\21\ and Rule 19b-4(f)(2) \22\ thereunder. 
At any time within 60 days of the filing of the proposed rule change, 
the Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is: (i) Necessary or 
appropriate in the public interest; (ii) for the protection of 
investors; or (iii) otherwise in furtherance of the purposes of the 
Act. If the Commission takes such action, the Commission shall 
institute proceedings to determine whether the proposed rule should be 
approved or disapproved.
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    \21\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \22\ 17 CFR 240.19b-4(f)(2).
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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-MRX-2020-11 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-MRX-2020-11. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MRX-2020-11 and should be submitted on 
or before July 8, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-12985 Filed 6-16-20; 8:45 am]
BILLING CODE 8011-01-P