[Federal Register Volume 86, Number 13 (Friday, January 22, 2021)]
[Notices]
[Pages 6687-6694]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-01402]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90933; File No. SR-IEX-2021-01]


Self-Regulatory Organizations: Investors Exchange LLC; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Modify 
the Way It Handles Odd Lot Orders by Allowing Them To Be Displayed 
Orders and To Aggregate To Form a Protected Quotation

January 15, 2021.
    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 January 6, 2021, the Investors Exchange LLC (``IEX'' or the 
``Exchange'') filed with the 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\ 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

    Pursuant to the provisions of Section 19(b)(1) under the Act,\3\ 
and Rule 19b-4 thereunder,\4\ IEX is filing with the Commission a 
proposed rule change to modify the way it handles odd lot orders by 
allowing them to be displayed

[[Page 6688]]

orders and to aggregate to form a protected quotation. The Exchange has 
designated this rule change as ``non-controversial'' under Section 
19(b)(3)(A) of the Act \5\ and provided the Commission with the notice 
required by Rule 19b-4(f)(6) thereunder.\6\
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    \3\ 15 U.S.C. 78s(b)(1).
    \4\ 17 CFR 240.19b-4.
    \5\ 15 U.S.C. 78s(b)(3)(A).
    \6\ 17 CFR 240.19b-4.
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    The text of the proposed rule change is available at the Exchange's 
website at www.iextrading.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 these statement may be examined at 
the places specified in Item IV below. The self-regulatory organization 
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 modify the way it handles odd lot orders 
\7\ by allowing them to be displayed orders and to aggregate to form a 
protected quotation. Specifically, the Exchange proposes to amend IEX 
Rules 11.190(b), 11.220(a), and 11.240(c) to provide that a User may 
enter displayed \8\ as well as non-displayed \9\ odd lot orders and to 
allow displayed odd lot orders to aggregate to form a Protected 
Quotation.\10\ Additionally, the Exchange proposes to make related 
changes to IEX Rules 11.190(h) and 11.230(a)(4) to prevent a displayed 
odd lot order that is not protected from resulting in a lock or cross 
of IEX's Order Book.\11\ The Exchange also proposes to make conforming 
changes to IEX Rules 11.190(b) and 11.240(c). This proposal would align 
IEX's treatment of odd lot orders with that of the other national 
securities exchanges that trade equities (i.e., equities exchanges), as 
detailed below.
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    \7\ An odd lot order is generally any order of less than 100 
shares (the size of a round lot order). See IEX Rule 11.180(a).
    \8\ See IEX Rule 11.190(b)(1). IEX offers three order types that 
may be entered as displayed orders: limit, reserve, and 
Discretionary Limit. See IEX Rule 11.190(a)(1), (b)(2), and (b)(7).
    \9\ See IEX Rule 11.190(b)(3).
    \10\ See IEX Rule 1.160(bb).
    \11\ See IEX Rule 1.160(p).
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Background
    Currently, all odd lot orders on IEX are treated as non-displayed, 
whether the User \12\ entered the order into the System \13\ as an odd 
lot, or if the order began as a displayed round \14\ or mixed \15\ lot 
order, and was subsequently decremented to an odd lot order by 
execution or User order amendment.\16\ When a displayed round or mixed 
lot order decrements to a non-displayed odd lot order, the order also 
loses its execution priority as a displayed order and also receives a 
new timestamp resulting in the order being ranked behind all resting 
displayed and non-displayed orders on the Order Book at the same price 
level.\17\ Additionally, a displayed order that becomes non-displayed 
because it decremented to an odd lot will no longer be disseminated on 
IEX's TOPS,\18\ DEEP,\19\ and Data Platform \20\ data feeds 
(collectively, the ``Data Feeds''), as applicable.
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    \12\ See IEX Rule 1.160(qq).
    \13\ See IEX Rule 1.160(nn).
    \14\ A round lot order is generally any order of 100 shares or a 
multiple thereof (e.g., a 1,000 share order constitutes ten (10) 
round lots). See IEX Rule 11.180(a).
    \15\ A mixed lot order is generally any order of more than 100 
shares that is not a multiple of 100 shares (e.g., orders for 101 
shares and 299 shares are both mixed lot orders). See IEX Rule 
11.180(a).
    \16\ See IEX Rule 11.190(b)(4).
    \17\ See IEX Rule 11.220(a)(1)(C)(vii).
    \18\ See IEX Rule 11.330(a)(1) (describing how, among other 
things, TOPS offers aggregated top of book quotations for all 
displayed orders resting on the Order Book).
    \19\ See IEX Rule 11.330(a)(3) (describing how, among other 
things, DEEP provides ``aggregated depth of book quotations for all 
displayed orders resting on the Order Book at each price level'').
    \20\ The IEX Data Platform, known as the ``TOPS Viewer,'' offers 
both aggregated top of book and aggregated depth of book quotations 
for all displayed orders resting on the Order Book. See IEX Rule 
11.330(a)(2). The IEX Data Platform can be accessed at https://iextrading.com/apps/tops/.
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    Odd lots comprise an increasingly large portion of all securities 
transactions--in October 2020, 35.6% of all trades on IEX were odd lot 
executions. Odd lots account for an even larger percentage of trades on 
other equities exchanges--in October 2019, nearly half of all trades on 
equities exchanges were odd lot trades, which was nearly double the 
number of odd lot trades in 2016.\21\ IEX understands that this growth 
in odd lot trading is driven by the increasing prevalence of stocks 
priced above $1,000 per share (which translates to more than $100,000 
in notional value for the standard round lot of 100 shares), as well as 
computerized trading strategies that increasingly employ odd lots.\22\ 
However, odd lots are not subject to the same requirements as round lot 
orders under Regulation NMS, primarily in that only round lots can be 
protected quotations.\23\ Thus, the Commission's Division of Trading 
and Markets has provided guidance that:
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    \21\ See Osipovich, Alexander: ``Tiny `Odd Lot' Trades Reach 
Record Share of U.S. Stock Market,'' Wall Street Journal (October 
23, 2019).
    \22\ See supra note 21.
    \23\ Regulation NMS defines ``bids'' and ``offers'' as the bid 
price or offer price for one or more round lots of an NMS security, 
and those definitions are referenced in the definitions of 
``quotations,'' ``protected bids,'' and ``protected offers.'' See 17 
CFR 242.600(b)(8), (b)(66), and (b)(61).

    trading centers are permitted to establish their own rules for 
handling odd-lot orders and the odd-lot portions of mixed-lot 
orders. For example, although trading centers are not required to 
handle odd-lot orders or the odd-lot portions of mixed lot orders in 
accordance with the requirements for automated quotations set forth 
in Rule 600(b)([4]), they are free to incorporate such requirements 
in their rules if they wish to do so.\24\
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    \24\ See FAQ 7.03: ``Odd-Lot Orders and Odd-Lot Portions of 
Mixed-Lot Orders,'' Division of Trading and Markets: Responses to 
Frequently Asked Questions Concerning Rule 611 and Rule 610 of 
Regulation NMS (April 4, 2008), available at https://www.sec.gov/divisions/marketreg/nmsfaq610-11.htm#sec7.

    Consistent with the above guidance, other equities exchanges have 
adopted rules that allow for odd lot orders to be displayed, which 
affects the orders' execution priority and quotation dissemination on 
each exchange's depth of book feed, where applicable.\25\ In addition, 
equities exchanges enable displayed odd lot orders to aggregate at the 
same or multiple price points that equal at least one round lot to form 
a protected quotation under Rule 600(b)(62) of Regulation NMS.\26\ 
Similarly, displayed odd lot orders can also be aggregated with 
displayed round and mixed lot orders at the same price level to form a 
protected quotation. When displayed odd lot orders aggregate to at 
least one round lot (either with other odd lot orders or with displayed 
round and/or mixed lot orders) and comprise the best bid or offer for 
an exchange, the other equities exchanges treat the aggregated 
quotation as their top of book quotation, which they disseminate to the 
appropriate Securities Information Processor (``SIP'')

[[Page 6689]]

and their own top of book feeds, as applicable.\27\
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    \25\ See, e.g., The New York Stock Exchange LLC (``NYSE'') Rule 
7.36(b) (``Display'') (describing how unless otherwise instructed, 
``odd-lot sized Limit Orders . . . are considered displayed for 
ranking purposes'').
    \26\ See, e.g., The Nasdaq Stock Market LLC (``Nasdaq'') Rule 
4756(c) (``Entry and Display of Quotes and Orders'') (describing the 
process for how Nasdaq aggregates displayed odd lot orders with 
other displayed interest to calculate its best ranked displayed 
orders for dissemination as the exchange's top of book quotation).
    \27\ See, e.g., Nasdaq Rule 4756(c).
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    Based upon informal feedback from Members,\28\ IEX understands that 
there is general interest in having IEX offer displayed odd lot orders, 
so that such orders are visible on the Exchange's depth of book feeds, 
are eligible to aggregate to form a protected quotation, and retain 
their execution priority consistent with how displayed odd lot orders 
are treated on other equities exchanges.
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    \28\ See IEX Rule 1.160(s).
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Proposal
    The Exchange proposes to amend IEX Rules 11.190(b), 11.220(a), and 
11.240(c) to provide that Users may enter odd lot orders as either 
displayed or non-displayed, rank displayed odd lot orders before non-
displayed orders at the same price, show displayed odd lot orders on 
IEX's DEEP and Data Platform data feeds (collectively the ``Depth of 
Book Data Feeds''), and aggregate displayed odd lot orders at the same 
or multiple price points that equal at least one round lot for purposes 
of transmitting the Exchange's best ranked displayed orders to the 
appropriate SIP for each security and to IEX's TOPS and Data Platform 
data feeds (collectively the ``Top of Book Data Feeds'').\29\
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    \29\ These proposed rule changes are consistent with how other 
equities exchanges handle displayed odd lot orders. See supra notes 
25 and 26.
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    In addition, the Exchange proposes two related changes to prevent a 
displayed odd lot order that is not aggregated to form a protected 
quotation from resulting in a lock or cross of IEX's Order Book, as 
well as conforming changes to IEX Rules 11.190(b) and 11.240(c), each 
as described below.
    Accordingly, with respect to displaying odd lot orders, IEX 
proposes to amend all the rules describing odd lot orders as non-
displayed to reflect that odd lot orders may be either displayed or 
non-displayed, based upon User instruction per order. Consistent with 
this change, a displayed round lot order that decrements to an odd lot 
will retain its displayed status and execution priority, and IEX 
therefore proposes to remove any references to how decrementing a 
displayed round lot to an odd lot causes the order to lose its 
displayed status and execution priority. Thus, displayed odd lot orders 
would have priority over any non-displayed orders booked at the same 
price.\30\
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    \30\ See IEX Rule 11.220(a)(1)(B).
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    As proposed, IEX will display odd lot orders in the same manner it 
displays round or mixed lot orders, with the exception that an odd lot 
order that cannot be aggregated with other orders to form at least a 
round lot, will not be eligible to form a protected quotation and to be 
disseminated as IEX's top of book quotation. The proposed changes also 
enumerate the manner in which IEX will aggregate odd lot orders for 
purposes of forming a quotation that is eligible to be a protected 
quotation. Specifically, IEX will aggregate all of the displayed odd 
lot orders at the highest price to buy (or lowest price to sell) 
wherein the aggregate size of all displayed buy (sell) interest in the 
System greater than or equal (less than or equal) to that price is one 
round lot or greater. When the aggregate quotation is the Exchange's 
best ranked displayed order, IEX will disseminate this top of book 
quotation, rounded down to the nearest round lot,\31\ to the 
appropriate SIP and the entire size of the top of book quotation to 
IEX's Top of Book Data Feeds.\32\ As displayed orders, all of IEX's 
displayed odd lot interest will also be aggregated at each price level 
and disseminated to IEX's Depth of Book Data Feeds.\33\
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    \31\ The SIPS only accept quotations in round lots.
    \32\ See IEX Rule 11.330(a)(1) and (2).
    \33\ See IEX Rule 11.330(a)(2) and (3).
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    The following example demonstrates how, as proposed, odd lot bids 
\34\ would be aggregated both for dissemination to IEX's Data Products 
and the SIPs, when applicable:
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    \34\ The example focuses on the aggregation of displayed odd lot 
orders to buy, but the same process applies to aggregating displayed 
odd lot orders to sell, with the exception that the displayed odd 
lot orders to sell will aggregate at the lowest price wherein the 
aggregate size of all displayed interest to sell is one round lot or 
greater.
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     Protected NBBO \35\ for a stock is 10.00 x 10.10.
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    \35\ See IEX Rule 1.160(cc).
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     IEX's order book has two resting displayed bids for the 
stock:
    [cir] Order A is a displayed odd lot to buy 25 shares at $10.02.
    [cir] Order B is a displayed odd lot to buy 65 shares at $10.02.
     Orders A and B do not aggregate to a protected quotation 
and will not be disseminated to the Top of Book Data Feeds and the 
SIPs.
     IEX will disseminate to its Depth of Book Data Feeds that 
it has interest to buy 90 shares at $10.02.
     Order C arrives: a displayed odd lot order to buy 30 
shares at $10.01.
     Orders A, B, and C will aggregate to form a protected 
quotation at 10.01, which is disseminated to the SIP (as one round lot) 
and Top of Book Data Feeds as interest to buy 120 shares at $10.01.
     IEX will disseminate to its Depth of Book Data Feeds that 
it has interest to buy 90 shares at $10.02 and 30 shares at $10.01.
    As noted above and discussed in the Statutory Basis section below, 
these proposed changes would align IEX's treatment of odd lot orders 
with that of the other equities exchanges. Specifically, other equities 
exchanges allow odd lot orders to be treated as displayed or non-
displayed \36\ and to aggregate in the manner proposed.\37\
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    \36\ See, e.g., NYSE Rule 7.36(b)(1) (describing how unless 
otherwise instructed, ``odd-lot sized Limit Orders . . . are 
considered displayed for ranking purposes''); Cboe BZX Exchange, 
Inc. (``Cboe BZX'') Rule 11.9(c)(2); Nasdaq Rule 4703(b); and MIAX 
PEARL, LLC (``MIAX Pearl'') Rule 2611(a); and MEMX LLC (``MEMX'') 
Rules 11.2(a) and 11.6(q)(2). See also Securities Exchange Act 
Release No. 87221 (October 3, 2019), 84 FR 54195 (October 9, 2019) 
(SR-LTSE-2019-02) (detailing how the Long Term Stock Exchange, Inc. 
(``LTSE'') removed all references to odd lot orders being non-
displayed, including removing language about how round lots 
decrementing to an odd lot become non-displayed and lose their 
priority, and clarifying that displayed odd lots can aggregate to 
form a protected quotation).
    \37\ See, e.g., Nasdaq Rule 4756(c); NYSE Rule 7.36(b)(3); Cboe 
BZX Rule 21.6(d); MIAX Pearl Rule 2616(b); MEMX Rule 11.9(b)(2); and 
LTSE Rule 11.410.
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    IEX also proposes several related rule changes to prevent a 
displayed odd lot order that is not protected from resulting in a lock 
or cross of IEX's Order Book.
    First, IEX proposes to modify its non-displayed price sliding rules 
to prevent a displayed odd lot order priced equal to or more 
aggressively than the Midpoint Price \38\ from locking or crossing a 
non-displayed incoming or resting order when the orders are unable to 
execute against each other because of the non-displayed order's 
specific conditions.\39\ This issue does not arise currently because 
non-displayed orders are never priced more aggressively than the 
Midpoint Price in accordance with the ``Midpoint Price Constraint'' 
\40\ and a displayed order priced equal to or more aggressively than 
the Midpoint Price would result in a change in the NBB \41\ or NBO \42\ 
and a corresponding

[[Page 6690]]

change to the Midpoint Price. However, with the introduction of 
displayed, but unprotected, odd lot orders, there is the potential that 
a displayed odd lot order would post on the Order Book at a price equal 
to or more aggressive than the Midpoint Price and would lock or cross 
\43\ a contra-side resting non-displayed order (or be locked or crossed 
by an incoming non-displayed order) if the non-displayed order's 
specific conditions prevent it from matching with the displayed odd lot 
order.\44\
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    \38\ See IEX Rule 1.160(t).
    \39\ The primary situation in which this would arise is if the 
non-displayed order is a Minimum Quantity order with a User 
instruction that it cannot match with an order the size of the 
displayed odd lot. See IEX Rule 11.190(b)(11). Significantly, only 
non-displayed orders can have specific conditions such as a Minimum 
Quantity that could prevent a match. Id. It is also possible that a 
non-displayed order would be subject to another specific condition 
that would prevent matching with a displayed odd lot order in such 
circumstances, such as a Corporate Discretionary Peg (``C-Peg'') 
order that cannot match because of the pricing conditions applicable 
to C-Peg orders. See IEX Rule 11.190(b)(16).
    \40\ See IEX Rule 11.190(h)(2).
    \41\ See IEX Rule 1.160(u).
    \42\ See IEX Rule 1.160(u).
    \43\ A non-displayed order would cross the odd lot order if the 
non-displayed order is priced at the Midpoint and would lock if 
priced at the same price as the odd lot order.
    \44\ This scenario would not arise if the contra-side order is a 
displayed order because displayed orders cannot include a minimum 
quantity and would execute against the odd lot order.
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    In order to address this possible scenario, IEX proposes to amend 
the non-displayed price-sliding rules so that the price of a non-
displayed order that, because of its specific conditions, is not 
executable against a contra-side displayed odd lot order that is priced 
equal to or more aggressively than the Midpoint Price is adjusted to 
one (1) minimum price variant (``MPV'') \45\ less aggressive than the 
price of the contra-side displayed odd lot order. Specifically, IEX 
proposes to modify IEX Rule 11.190(h)(2), and add new subsection (A), 
to specify that in such a circumstance, the non-displayed order will 
book at a price one (1) MPV less aggressive than the price of the 
contra-side displayed odd lot order.
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    \45\ See IEX Rule 11.210.
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    These proposed changes to the non-displayed price sliding rules are 
thus designed to address the potential that an unprotected displayed 
odd lot order will result in the IEX Order Book becoming locked or 
crossed, by sliding orders in a reasonably expected manner based on 
current IEX rules, and consistent with the rules of several other 
equities exchanges. For example, Nasdaq re-prices non-displayed orders 
to a price one (1) MPV less aggressive than the price of a resting 
contra-side displayed odd lot order if the non-displayed order would 
lock or cross the displayed odd lot order because the non-displayed 
order's minimum quantity condition prevents the two orders from 
matching.\46\ Similarly, to avoid a lock or cross on its order book, 
NYSE reprices orders with a minimum trade size (``MTS'') modifier to a 
less aggressive price than the price of a resting contra-side displayed 
odd lot order with which it would have matched but for the MTS 
modifier.\47\ And several other exchanges would execute a non-displayed 
order only at a less aggressive price than a contra-side unprotected 
displayed odd lot order to prevent the displayed odd lot order crossing 
each exchange's order book.\48\
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    \46\ See Nasdaq Rule 4703(e).
    \47\ See NYSE Rule 7.31(i)(3)(C)(i).
    \48\ These exchanges would execute the order at a price \1/2\ 
MPV less aggressive than the contra-side displayed odd lot. See Cboe 
BZX Rules 11.13(a)(4)(C) and (D); MEMX Rules 11.10(a)(4)(C) and (D); 
and MIAX Pearl Rules 2617(a)(4)(C) and (D). In the same situation, 
IEX is proposing to re-price the non-displayed order to a price one 
(1) MPV less aggressive than the contra-side displayed odd lot 
order, which IEX believes is a minor distinction from the Cboe BZX, 
MEMX, and MIAX \1/2\ MPV approach.
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    This proposed change to the non-displayed price sliding rules 
applies to all non-displayed orders except for Discretionary Peg (``D-
Peg'') and C-Peg orders, which also can have specific conditions that 
prevent them from matching an aggressively priced contra-side displayed 
odd lot order with which they would otherwise match. However, because 
D-Peg and C-Peg orders book at a price one (1) MPV less aggressive than 
the NBBO,\49\ they are different from other non-displayed orders and 
cannot lock or cross a displayed odd lot order priced equal to or more 
aggressive than the Midpoint Price.\50\ However, both D-Peg and C-Peg 
orders have a ``discretionary price'' that allows them to exercise 
discretion and execute up to the less aggressive of the limit price (if 
any) or the Midpoint Price. Therefore, there is a limited circumstance 
in which a D-Peg or C-Peg could execute at a price that locks or 
crosses a displayed odd lot order priced at or more aggressively than 
the Midpoint Price. Accordingly, IEX also proposes to amend the non-
displayed price sliding rules to state that in this scenario, the D-Peg 
or C-Peg order would not be able to exercise discretion up to the 
Midpoint Price, and instead the discretionary price for a D-Peg or C-
Peg order will be either the less aggressive of the order's limit price 
(if any) or one (1) MPV less aggressive than the price of the contra-
side unprotected displayed odd lot order. This manner of limiting the 
amount of discretion a D-Peg or C-Peg can exercise to prevent locking 
or crossing a contra-side displayed odd lot order is also consistent 
with other aspects of the proposed rule change to avoid locking or 
crossing an unprotected displayed odd lot order.
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    \49\ See IEX Rule 1.160(u).
    \50\ See IEX Rule 11.190(b)(10) and (16).
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    Second, the Exchange proposes to revise IEX Rule 11.230(a)(4) to 
provide that when a displayed order that was previously subject to 
price sliding to avoid locking or crossing a contra-side protected 
quotation of an another national securities exchange becomes eligible 
to be re-priced to a more aggressive price as a result of a change in 
the NBBO, it will trade with an unprotected displayed odd lot on the 
IEX Order Book that it would lock or cross as it re-prices. In this 
circumstance, the orders will execute according to the priority of each 
order, and the remover of liquidity will be the order with the newest 
timestamp.
    Under existing rules, any displayed orders that would be locked or 
crossed by a displayed order subject to re-pricing would either change 
the Protected NBBO \51\ (if the displayed order is the best bid or best 
offer), or re-price such that the displayed order does not lock or 
cross the Protected NBBO.\52\ With the introduction of unprotected 
displayed odd lot orders, it is now possible for a displayed order 
subject to display price sliding to re-price to a price where it locks 
or crosses a contra-side unprotected displayed odd lot order. Because 
IEX rules provide that it will never display a locked market, nor can a 
locked or crossed market exist within the System,\53\ in such a 
scenario IEX must either again re-price one or both orders, or allow 
them to execute against each other. IEX believes that allowing these 
two orders to match when they become executable after re-pricing is 
consistent with investor expectations that marketable orders will match 
and could result in price improvement when the trade is at a better 
price than the NBBO. By contrast, IEX believes that subjecting 
displayed orders to additional price sliding to avoid locking or 
crossing a small odd lot order would not benefit investors, would 
disadvantage the re-pricing orders (because they receive a new 
timestamp and corresponding reduced priority), and would create 
unnecessary complexity.
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    \51\ See IEX Rule 11.240(c)(1).
    \52\ Under existing rules, a displayed order (all of which are 
currently protected quotations) that on entry would lock or cross 
another order on the IEX Order Book will be executed against the 
resting order. Further, a displayed order will be subject to 
displayed price sliding to avoid locking or crossing a protected 
quotation of another national securities exchange and be 
subsequently re-priced to a more aggressive price if the NBBO 
changes and it would no longer lock or cross a protected quotation 
of another national securities exchange. However, a displayed order 
will not be able to re-price to a more aggressive price if the NBBO 
has not changed, even if the contra-side protected quotation is now 
an IEX protected quotation. This is because resting displayed orders 
do not become active orders that take other resting orders but wait 
for potential execution with either an incoming order or a non-
displayed order that has become active through the recheck process.
    \53\ See IEX Rule 11.230(a)(4)(C).
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    IEX's proposal is consistent with the manner in which NYSE matches 
orders

[[Page 6691]]

that become marketable against each other as a result of one or both 
orders re-pricing.\54\ And this proposal is also analogous to how 
several exchanges with post-only order types allow such orders to take 
liquidity and match under limited circumstances when re-pricing.\55\
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    \54\ See NYSE Rules 7.37(b)(8) and (9) (Resting orders that are 
repriced and become marketable against contra-side orders on order 
book will trade consistent with their ranking, and resting orders on 
both sides of market that reprice and become marketable against one 
another will trade consistent with their ranking).
    \55\ See Cboe BZX Rule 11.9(g)(2)(D) (a displayed post only 
order subject to display-price sliding that can remove displayed 
liquidity from the exchange's order book will execute if the 
execution value (including fees/rebates) equals or exceeds the 
execution value of the post only order providing liquidity); see 
also Cboe BZX Rule 11.9(c)(6) (describing the circumstances in which 
a post only order becomes the remover of liquidity). MEMX, MIAX 
Pearl, and Nasdaq all offer similar functionality in which a post 
only order subject to price sliding can become the remover of 
liquidity when the execution results in at least as much price 
improvement as the if the post only order remained a liquidity 
provider. See MEMX Rule 11.6(j)(1)(A)(iv); MIAX Pearl Rule 
2614(g)(1)(D); Nasdaq Rule 4702(b)(4)(A).
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    Similarly, IEX's proposal to have the orders execute according to 
the priority of each order is consistent with IEX's order priority 
rule,\56\ other exchange's rules,\57\ and the manner in which the 
System invites resting orders to recheck the IEX Order Book.\58\ And 
the proposal to have the newest order be the remover of liquidity is 
consistent with the existing practice that the newer arriving order 
takes any liquidity it finds on an exchange's order book.\59\
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    \56\ See IEX Rule 11.220.
    \57\ See supra note 54.
    \58\ See IEX Rule 11.230(a)(4)(D).
    \59\ See, e.g., NYSE Rule 7.31(d)(3)(B) (when two midpoint 
liquidity orders match, the order with the newer timestamp is the 
liquidity-removing order).
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    Accordingly, IEX proposes to amend IEX rules as described below:

     Modify IEX Rule 11.190(b)(1) (``Displayed Order'') to 
remove the language in subsection (H) providing that displayed 
orders must be at least one round lot, and that a round lot that 
decrements to an odd lot will be treated as non-displayed and will 
receive a new timestamp, and add new text specifying that displayed 
orders can be odd lots, mixed lots, or round lots.
     Modify IEX Rule 11.190(b)(2) (``Reserve Order'') to 
remove the language in subsection (2)(H) providing that reserve 
orders must be at least one round lot, and to remove the language 
stating that if the displayed portion of the reserve order 
decrements to less than a round lot it loses its displayed status 
and receives a new timestamp. And add new text specifying that if a 
displayed reserve order is decremented to less than one round lot, 
the order will continue to be treated as a displayed order and will 
retain its priority.
     Modify IEX Rule 11.190(b)(4) (``Odd Lot Order'') to 
remove the language providing that all odd lot orders are non-
displayed, and that a displayed order that decrements to less than a 
round lot is treated by the System as a non-displayed order, and add 
language specifying that odd lot orders marked for display are only 
eligible to be protected quotations if aggregated to form at least 
one round lot.
     Modify IEX Rule 11.190(b)(5) (``Mixed Lot Order'') to 
remove the language providing that any displayed mixed lot order 
that decrements to less than a round lot is treated by the System as 
a non-displayed order.
     Modify Rule IEX 11.190(b)(7) (``Discretionary Limit 
Order'') to remove the text in subsection (E)(vii) describing how D-
Limit orders can only be displayed if they are at least one round 
lot, and that if a D-Limit order is decremented to less than a round 
lot it will be treated as non-displayed and given a new timestamp.
     Modify IEX Rule 11.220 (``Priority of Orders'') to 
remove subsection (a)(1)(C)(vii), which states that a displayed 
order that decrements to less than a round lot receives a new 
timestamp and is considered a non-displayed order. And renumber 
subsection (a)(1)(C)(viii) to (a)(1)(C)(vii), because of the removal 
of the current subsection (a)(1)(C)(vii).
     Modify IEX Rule 11.220(a)(3) (``Decrementing Order 
Quantity and Priority'') to remove the two references to how a 
displayed round lot order becomes a non-displayed order if the order 
is decremented to less than a round lot, as set forth in the to-be-
removed Rule 11.220(a)(1)(C)(vii).
     Modify IEX Rule 11.240(c) (``Dissemination of Quotation 
Information'') by adding new subsection (2) providing that pursuant 
to Rule 602 of Reg NMS, the Exchange will transmit for display to 
the appropriate SIP for each security the aggregate best ranked 
orders, as detailed in the following subsections:
    [cir] Add new subsection (A), which specifies that the best 
priced buy order will be the highest price to buy wherein the 
aggregate size of all displayed buy interest greater than or equal 
to that price is one round lot or higher.
    [cir] Add new subsection (B), which specifies that the 
aggregated best priced buy order in subsection (A) will be rounded 
down to the nearest round lot.
    [cir] Add new subsection (C), which specifies that the best 
priced sell order will be the lowest price to sell wherein the 
aggregate size of all displayed sell interest less than or equal to 
that price is one round lot or higher.
    [cir] Add new (D), which specifies that the aggregated best 
priced sell order in subsection (C) will be rounded down to the 
nearest round lot.
     Amend IEX Rule 11.190 to prevent a displayed odd lot 
order priced equal to or more aggressively than the Midpoint Price 
from locking or crossing a non-displayed incoming or resting order 
when the orders are unable to execute against each other because of 
the non-displayed order's specific conditions as follows:
    [cir] Modify IEX Rule 11.190(h)(2) (``Non-Displayed Price 
Sliding'') to add language providing that a displayed odd lot order 
booked at a price equal to or more aggressive than the Midpoint 
Price will affect the resting or discretionary price of non-
displayed resting orders as set forth in new subsections (A) and 
(B).
    [ssquf] Add subsection (A) specifying that a non-displayed order 
(other than a D-Peg or C-Peg) that would otherwise be executable 
against a contra-side displayed odd lot order priced equal to or 
more aggressively than the Midpoint Price, but for the non-displayed 
order's specific conditions, will be ranked and displayed by the 
System at one (1) MPV less aggressive than the price of the contra-
side displayed odd lot order.
    [ssquf] Add subsection (B) specifying that a D-Peg or C-Peg 
order that would otherwise be executable against a contra-side 
displayed odd lot order priced equal to or more aggressively than 
the Midpoint Price, but for the D-Peg or C-Peg order's specific 
conditions, will be booked by the System in the manner set forth in 
Rule 11.190(b)(10) or Rule 11.190(b)(16), respectively, but the 
discretionary price of the order will be limited to the less 
aggressive of the limit price, if any, or one (1) MPV less 
aggressive than the price of the contra-side displayed odd lot 
order.
    [cir] Modify IEX Rule 11.190(b)(10) (``D-Peg'') to make a 
conforming change specifying that the order's discretionary price 
may be changed as set forth in new IEX Rule 11.190(h)(2)(B).
    [cir] Modify IEX Rule 11.190(b)(16) (``C-Peg'') to make a 
conforming change specifying that the order's discretionary price 
may be changed as set forth in new IEX Rule 11.190(h)(2)(B).
     Amend IEX Rule 11.230 to provide that when a displayed 
order that was previously subject to price sliding to avoid locking 
or crossing a contra-side protected quotation of an another national 
securities exchange becomes eligible to be re-priced to a more 
aggressive price as a result of a change in the NBBO it will trade 
with an unprotected displayed odd lot on the IEX Order Book that it 
would lock or cross as it re-prices as follows:
    [cir] Add subsection (E) to IEX Rule 11.230(a)(4) which 
specifies that in the case of a displayed order previously subject 
to price sliding, upon a change to the Order Book or the NBBO that 
would result in the displayed order re-pricing to a more aggressive 
price that would lock or cross a resting unprotected displayed odd 
lot order, the re-pricing order and the displayed odd lot order will 
execute according to the priority of each order, and the remover of 
liquidity will be the order with the newest timestamp.
     Make two conforming changes to IEX Rule 11.240(c)(1):
    [cir] Move the phrase ``pursuant to IEX Rule 11.220'' to be 
clear it applies to both best-ranked orders to buy and best ranked 
orders to sell
    [cir] Remove the extraneous sentence about the Exchange 
maintaining connectivity to the SIPs, which is already addressed in 
detail in IEX Rule 11.510.
Implementation
    This proposed rule change will be immediately effective upon 
filing, but

[[Page 6692]]

subject to the thirty (30) day operative delay. The Exchange 
anticipates implementing the rule change within ninety (90) days of the 
effective date and will provide at least ten (10) days' notice to 
Members and market participants of the implementation timeline.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\60\ in general, and furthers the 
objectives of Section 6(b)(5),\61\ in particular, in that 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 facilitating transactions in 
securities, and 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. Specifically, the Exchange 
believes that providing for displayed odd lot orders is consistent with 
the protection of investors and the public interest because it is 
designed to incentivize the entry of additional displayed limit orders 
on IEX by providing the opportunity for odd lot orders to receive 
displayed order execution priority and visibility, thereby enhancing 
price discovery and the overall liquidity profile on the Exchange to 
the benefit of all market participants.
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    \60\ 15 U.S.C. 78f(b).
    \61\ 15 U.S.C. 78f(b)(5).
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    The Exchange further believes that treating displayed odd lot 
orders in the same manner as it treats displayed round or mixed lot 
orders (with the exception that non-aggregated displayed odd lots 
cannot form a Protected Quotation) is consistent with the Act because 
such treatment is designed to remove impediments to and perfect the 
mechanism of a free and open market and national market system by 
standardizing the treatment of all displayed liquidity on the Exchange, 
and as discussed in the Purpose section, conforming IEX's treatment of 
odd lots with those of the other equities exchanges.
    Additionally, the Exchange believes that making displayed odd lot 
orders eligible to aggregate to form Protected Quotations is consistent 
with the protection of investors and the public interest because such 
functionality is designed to increase displayed liquidity on IEX. 
Specifically, the proposed rule change will enable odd lots priced at 
the Protected NBBO to increase the size of the Protected NBBO and 
enable odd lots priced more aggressively then the Protected NBBO to 
narrow the Protected NBBO (if they can be aggregated to at least one 
round lot), thereby contributing to the public price discovery process 
and offering potential price improvement opportunities to market 
participants that might otherwise be unaware of such better priced 
interest.
    Furthermore, the Exchange believes that allowing odd lots to 
aggregate to form a quotation and be eligible to be the Exchange's 
Protected Quotation is consistent with the Act because such 
functionality is designed to remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
providing market participants greater visibility into liquidity 
available on the Exchange via the SIPs and IEX's Data Feeds.
    In addition, since this proposed rule change would make IEX's 
treatment of odd lot orders consistent with that of the other equities 
exchanges,\62\ IEX believes that it will promote just and equitable 
principles of trade and foster cooperation and coordination with 
persons engaged in facilitating securities transactions because market 
participants will no longer have to potentially adjust their order 
routing strategies or trading algorithms to reflect that odd lots are 
never displayed on IEX, and will be readily able to accommodate the 
dissemination of displayed odd lots on IEX's Depth of Book Data Feeds. 
Moreover, IEX does not believe that these proposed changes raise any 
new or novel issues not already considered by the Commission since 
other equities exchanges have substantially similar rules.
---------------------------------------------------------------------------

    \62\ See supra notes 25 and 26.
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    Furthermore, as discussed in the Purpose section, IEX believes that 
the proposed revisions to the non-displayed price sliding rules and the 
execution rules for displayed orders subject to price sliding are 
consistent with the protection of investors and the public interest 
because they are designed to avoid an unprotected odd lot order 
resulting in a locked or crossed market in a manner that would be 
reasonably expected based on current IEX rules and design, consistent 
with the rules of several other equities exchanges, and designed to 
avoid unnecessary complexity.
    Specifically, the Exchange believes that the proposed changes to 
IEX's non-displayed price sliding rules are consistent with the Act 
because such changes would prevent the unlikely, but possible, 
situation in which an unprotected odd lot order priced equal to or more 
aggressively than the Midpoint Price would result in a cross of IEX's 
Order Book because the displayed odd lot is unable to match with a non-
displayed order priced at or more aggressively than the Midpoint Price 
because of the non-displayed order's specific conditions. These 
proposed changes are also designed to protect against a D-Peg or C-Peg 
order exercising discretion to the point that it executes at a price 
that locks or crosses the price of a contra-side displayed odd lot. The 
Exchange notes that these changes are designed to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system by protecting market participants from having their non-
displayed orders be inadvertently crossed by an unprotected displayed 
odd lot. This proposed change is also consistent with Regulation NMS's 
goals of avoiding crossed markets.
    Similarly, the Exchange believes that the proposed change to IEX's 
execution rules to allow displayed orders previously subject to price 
sliding to match with liquidity provided by a contra-side unprotected 
displayed odd lot order that the re-pricing order would otherwise lock 
or cross are consistent with the Act because the proposed rule change 
is designed to protect investors and the public interest by 
facilitating the execution of marketable orders that would otherwise be 
blocked from executing by the price sliding rules in order to prevent 
the market from becoming locked or crossed, while increasing price 
improvement opportunities (by allowing the orders to execute at prices 
more aggressive than the Protected NBBO). Furthermore, as discussed in 
the Purpose section, this proposed change is consistent with investor 
expectations and will minimize the unnecessary complexity that would 
result from requiring an unprotected displayed odd lot order priced 
more aggressively than the Protected NBBO to force a marketable contra-
side displayed order to continually re-price to avoid locking or 
crossing the contra-side displayed odd lot order.
    Moreover, as noted in the Purpose section, other exchanges have 
adopted similar mechanisms to prevent displayed odd lot orders from 
resulting in a locked or crossed market (both for non-displayed and 
displayed orders). Therefore, the Exchange believes that these aspects 
of the proposed rule change also do not raise any material new or novel 
issues not previously considered by the Commission.

[[Page 6693]]

    Additionally, IEX believes that the proposed conforming changes to 
IEX Rules 11.190(b)(10) and (16) and 11.240(c)(1) further the purposes 
of the Act because they provide greater clarity and consistency to the 
IEX Rule Book thereby reducing the potential for confusion of any 
market participants. Specifically, the proposed conforming changes to 
IEX Rules 11.190(b)(10) and (16) will prevent any confusion to market 
participants about how D-Peg and C-Peg orders' discretionary prices 
would be impacted by the presence of a contra-side non-displayed order 
with specific conditions that prevented the otherwise marketable orders 
from matching. Similarly, the proposed conforming change to IEX Rule 
11.240(c)(1) will make clear to market participants that the same 
priority rules apply to determining both the best-ranked order to buy 
and the best-ranked order to sell, and to reduce any possible confusion 
that could arise from the mention of how IEX connects to the SIPs, when 
all connectivity is addressed in great detail in IEX Rule 11.510.

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 that the proposed rule change will 
impose any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. To the contrary, 
the proposal is designed to enhance IEX's competitiveness with other 
markets by adopting rules providing for displayed odd lots that are 
comparable to those in place at other equities exchanges. As discussed 
in the Purpose section, the proposal is designed to incentivize the 
entry of additional displayed limit orders on IEX by providing the 
opportunity for odd lot orders to receive displayed order execution 
priority and visibility, thereby enhancing price discovery, and 
increasing the overall displayed liquidity profile on the Exchange to 
the benefit of all market participants.
    IEX's proposed approach to prevent the potential occurrence of an 
unprotected displayed odd lot order locking or crossing IEX's Order 
Book is based upon the approaches of other equities exchanges that are 
designed to mitigate the same issue in a manner consistent with each 
exchange's particular technical design and functionality. IEX's 
proposed rule changes are designed to function in reasonably 
predictable ways consistent with the expectations of market 
participants and competing equities exchanges that may route odd lot 
orders to the Exchange. To the extent there are minor differences in 
IEX's proposed approach to address the potential that an unprotected 
displayed odd lot order could result in a locked or crossed market, the 
differences are not based on competitive considerations but rather 
simply to provide for reasonably predictable outcomes in a manner 
consistent with IEX's system design.
    The Exchange also does not believe that the proposed rule change 
will impose any burden on intramarket competition because it will apply 
to all Members in the same manner. All Members are eligible to enter 
displayed odd lot orders and all Members may continue to use non-
displayed odd lot orders. Moreover, the proposal would provide 
potential benefits to all Members to the extent that there is more 
liquidity available on IEX as a result of the ability to enter 
displayed odd lot orders. As discussed above, the proposal is intended 
to incentivize the entry of additional odd lot orders, which would 
provide additional available liquidity to all Members.

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

    Written comments were neither solicited nor received.

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

    The Exchange has designated this rule filing as non-controversial 
under Section 19(b)(3)(A) \63\ of the Act and Rule 19b-4(f)(6) \64\ 
thereunder. 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, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6) thereunder.
---------------------------------------------------------------------------

    \63\ 15 U.S.C. 78s(b)(3)(A).
    \64\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change meets the 
criteria of subparagraph (f)(6) of Rule 19b-4 \65\ because it is 
consistent with the protection of investors and the public interest 
because it is designed to incentivize the entry of additional displayed 
limit orders on IEX by providing the opportunity for odd lot orders to 
receive displayed order execution priority and visibility, thereby 
enhancing price discovery and the overall liquidity profile on the 
Exchange to the benefit of all market participants, as discussed in the 
Purpose, Statutory Basis, and Burden on Competition sections. Further, 
the Exchange believes that the proposed rule change is consistent with 
the protection of investors and the public interest because it would 
standardize the treatment of all displayed liquidity on the Exchange, 
and as discussed in the Purpose and Statutory Basis sections, 
substantially conform IEX's treatment of odd lots with those of the 
other equities exchanges in a manner consistent with the existing IEX 
rules and investor expectations.
---------------------------------------------------------------------------

    \65\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    IEX also does not believe that the proposed changes raise any new 
or novel material issues that have not already been considered by the 
Commission because it would substantially conform IEX's treatment of 
odd lot orders to the manner in which such orders are treated by other 
equities exchanges, as discussed in the Purpose and Statutory Basis 
sections. Specifically, the manner in which IEX proposes to allow odd 
lot orders to be displayed and aggregated to form a protected quote is 
substantially similar to the functionality of the other equities 
exchanges.\66\ Similarly, IEX's proposed approach to prevent a 
displayed odd lot order from locking or crossing a non-displayed 
contra-side order that has a specific condition that prevent the orders 
from matching is consistent with Nasdaq and NYSE rules,\67\ and also 
similar to the rules of the Cboe BZX, MEMX, and MIAX Pearl 
exchanges.\68\ Finally, the manner in which IEX will match one or more 
displayed odd lot orders that become executable against a contra-side 
displayed order as a result of a re-pricing triggered by market changes 
is consistent with the approaches taken by several other exchanges that 
match resting orders that re-price to a point of marketability.\69\ 
Accordingly, the Exchange does not believe that the proposed approaches 
raise any new or novel issues not previously considered by the 
Commission.
---------------------------------------------------------------------------

    \66\ See supra notes 25 and 26.
    \67\ See supra notes 46 and 47.
    \68\ See supra note 48.
    \69\ See supra notes 54 and 55.
---------------------------------------------------------------------------

    Accordingly, the Exchange has designated this rule filing as non-
controversial under Section 19(b)(3)(A)

[[Page 6694]]

of the Act \70\ and paragraph (f)(6) of Rule 19b-4 thereunder.\71\ 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 under Section 
19(b)(2)(B) \72\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
---------------------------------------------------------------------------

    \70\ 15 U.S.C. 78s(b)(3)(A).
    \71\ 17 CFR 240.19b-4.
    \72\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-IEX-2021-01 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-IEX-2021-01. 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-IEX-2021-01, and should be submitted on 
or before February 12, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\73\
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    \73\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-01402 Filed 1-21-21; 8:45 am]
BILLING CODE 8011-01-P