[Federal Register Volume 88, Number 119 (Thursday, June 22, 2023)]
[Notices]
[Pages 40893-40912]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-13221]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97739; File No. SR-NYSEAMER-2023-17]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing of Amendment No. 1 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 1, To Adopt New 
Exchange Rule 980NYP and Amend Exchange Rule 935NY

June 15, 2023.

I. Introduction

    On February 28, 2023, NYSE American LLC (``Exchange'') filed with 
the Securities and Exchange Commission (``Commission''), pursuant to 
section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change to adopt Exchange 
Rule 980NYP (Electronic Complex Order Trading) to reflect the 
implementation of the Exchange's Pillar trading technology on its 
options market and to make conforming amendments to Exchange Rule 935NY 
(Order Exposure Requirements). The proposed rule change was published 
for comment in the Federal Register on March 17, 2023.\3\ The 
Commission received no comments regarding the proposal. On April 27, 
2023, pursuant to section 19(b)(2) of the Exchange Act,\4\ the 
Commission designated a longer period within which to approve the 
proposed rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.\5\ On June 14, 2023, the Exchange filed Amendment No. 1 to the 
proposed rule change (``Amendment No. 1''), which supersedes and 
replaces the original

[[Page 40894]]

filing in its entirety.\6\ The Commission is publishing notice of 
filing of Amendment No. 1 to solicit comment from interested persons, 
and is approving the proposed rule change, as modified by Amendment No. 
1, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 97125 (March 13, 
2023), 88 FR 16467.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 97394, 88 FR 27937 
(April 5, 2023). The Commission designated June 15, 2023, as the 
date by which the Commission shall approve or disapprove, or 
institute proceedings to determine whether to approve or disapprove, 
the proposed rule change.
    \6\ Amendment No. 1 revises the proposal to eliminate the 
proposed defined term ``Complex BBO,'' which is not used 
subsequently in the rule text; corrects a cross-reference in the 
proposed definition of Electronic Complex Order (``ECO''); clarifies 
the proposed definition of Derived Best Bid or Best Offer 
(``DBBO''); revise proposed Exchange Rule 980NYP(c)(4) to provide 
that ECOs may be quoted and traded in $0.01 increments; revises 
proposed Exchange Rule 980NYP(d)(3)(B)(iii) to clarify the 
allocation of ECOs eligible to participate in an ECO opening or 
reopening auction; revises proposed Exchange Rule 980NYP(f) to 
eliminate a reference to the Complex CUBE Auction, clarify the 
manner in which RFR Responses trade, and clarify how a Complex Order 
Auction (``COA'') Order executes at the conclusion of a COA; revises 
proposed Exchange Rule 980NYP; and revises proposed Exchange Rule 
980NYP(g)(2)(iv) to indicate that Cross Orders, rather than QCC 
Orders, will not be subject to the ECO Price Protection; to the 
permissible Minimum Price Variation (``MPV'') for Electronic Complex 
Orders (``ECOs''); to the priority of interest in the ECO Opening 
Process and the allocation of orders submitted to the Complex Order 
Auction (``COA Orders''), and removes reference to Complex Cube 
Orders and the definition of Complex BBO, which term is not used in 
proposed Rule 980NYP. In addition, Amendment No. 1 revises the 
proposal to more clearly identify aspects of the proposal that are 
identical to NYSE Arca Rule 6.91P-O or existing Exchange processes 
and to provide additional information regarding the calculation of 
the DBBO. Amendment No. 1 will be available on the Commission's 
website.
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 1

    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 in the form prepared by the Exchange, 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

    The Exchange proposes to adopt new Rule 980NYP to reflect how 
Electronic Complex Orders will trade on Pillar. As described in detail 
below, proposed Rule 980NYP includes functionality already in place on 
the Exchange (i.e., per current Rule 980NY) or adopts new functionality 
that has been approved and is in place on the Exchange's affiliated 
options exchange NYSE Arca, Inc. (``NYSE Arca'' or ``Arca 
Options'').\7\ Thus, proposed Rule 980NYP does not raise any new or 
novel issues. The Exchange also proposes to modify Rule 980NY and Rule 
935NY to reflect the adoption of proposed Rule 980NYP.
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    \7\ See Arca Options Rule 6.91P-O (Electronic Complex Order 
Trading). See also Securities Exchange Act Release No. 92563 (August 
4, 2021), 86 FR 43704 (August 10, 2021) (SR-NYSEArca-2021-68) (the 
``Arca Options ECO Approval Order''). As described herein, proposed 
Rule 980NYP is identical to Arca Options Rule 6.91P-O except as it 
relates to order allocation pursuant to the Exchange's Customer 
priority and pro rata allocation which differs from Arca Options 
price time model. Compare proposed Rule 980NYP(f)(4)(A)(i) (as 
discussed infra) with Rule 980NY(e)(7)(A) (regarding allocation of 
COA Orders and COA-eligible orders, respectively).
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Background
    The Exchange plans to transition its options trading platform to 
its Pillar technology platform. The Exchange's affiliated options 
exchange, Arca Options is currently operating on Pillar, as are the 
Exchange's national securities exchange affiliates' cash equity 
markets.\8\ For this transition, the Exchange proposes to use the same 
Pillar technology already in operation on Arca Options.\9\ In doing so, 
the Exchange will be able to offer not only common specifications for 
connecting to both of its equity and options markets, but also common 
trading functions across the Exchange and its affiliated options 
exchange, Arca Options. The Exchange plans to roll out the new 
technology platform over a period of time based on a range of symbols 
beginning on October 23, 2023.\10\
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    \8\ Together with NYSE American LLC, the Exchange's national 
securities exchange affiliates' cash equity markets include: the New 
York Stock Exchange LLC, NYSE Arca, Inc., NYSE National, Inc., and 
NYSE Chicago, Inc.
    \9\ See Arca Options Rule 6.91P-O. See also Securities Exchange 
Act Release No. 94072 (January 26, 2022), 87 FR 5592 (February 1, 
2022) (SR-NYSEArca-2021-47) (approving, among other changes, new 
Arca Options Rules 6.37AP-O (Market Maker Quotations), 6.40P-O (Pre-
Trade and Activity-Based Risk Controls), 6.41P-O (Price 
Reasonability Checks--Orders and Quotes), 6.62P-O (Orders and 
Modifiers), and 6.64P-O (Auction Process).
    \10\ See Trader Update, January 30, 2023 (announcing Pillar 
Migration Launch date of October 23, 2023, for the Exchange), 
available here, https://www.nyse.com/trader-update/history#110000530919. The Exchange would not begin to migrate 
underlying symbols to the Pillar platform until all Pillar-related 
rule filings (i.e., with a ``P'' modifier) are either approved or 
operative, as applicable.
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    In this regard, the Exchange recently adopted new rules to reflect 
the priority and allocation of options on the Exchange once Pillar is 
implemented, including Rule 964NYP (``Pillar Rule 964NYP'').\11\ The 
Exchange has filed to adopt new rules for the operation of order types, 
Market Maker quotations, opening auctions, and risk controls on the 
Pillar platform.\12\ The current proposal sets forth how Electronic 
Complex Orders \13\ would trade on the Exchange once Pillar is 
implemented. As noted in the American Pillar Priority Filing, as the 
Exchange transitions to Pillar, certain rules would continue to be 
applicable to symbols trading on the current trading platform but would 
not be applicable to symbols that have transitioned to trading on 
Pillar.\14\ Consistent with the American Pillar Priority Filing, 
proposed Rule 980NYP would have the same number as the current 
Electronic Complex Order Trading rule, but with the modifier ``P'' 
appended to the rule number.
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    \11\ See Rules 964NYP (Order Ranking, Display, and Allocation), 
964.1NYP (Directed Orders and DOMM Quoting Obligations), and 
964.2NYP (Participation Entitlement of Specialists, e-Specialists, 
and Primary Specialist) (collectively, the ``American Pillar 
Priority Rules''). See also Securities Exchange Act Release No. 
97297 (April 13, 2023), 88 FR 24225 (April 19, 2023) (SR-NYSEAmer-
2023-16) (adopting the American Pillar Priority Rules on an 
immediately effective basis, which rules utilize Pillar concepts and 
incorporate the Exchange's current Customer priority and pro rata 
allocation model) (referred to herein as the ``American Pillar 
Priority Filing''). The American Pillar Priority Rules (like 
proposed Rule 980NYP) will not be implemented until all other 
Pillar-related rule filings are either effective or approved, as 
applicable. See id. For avoidance of doubt, references to ``Pillar 
Rule 964NYP'' refer to the Exchange's proposed new priority and 
allocation rule for trading on Pillar, as described in the American 
Pillar Priority Filing.
    \12\ See SR-NYSEAmer-2023-34 (proposing, on an immediately 
effective basis, new Rules 900.3NYP (Orders and Modifiers), 925.1NYP 
(Market Maker Quotations), 928NYP (Pre-Trade and Activity-Based Risk 
Controls), 928.1NYP (Price Reasonability Checks--Orders and Quotes), 
and 952NYP (Auction Process) (referred to herein as the ``American 
Pillar Omnibus Filing'').
    \13\ The term ``Electronic Complex Order'' is currently defined 
in the preamble to Rule 980NY to mean any Complex Order, as defined 
in Rule 900.3NY(e) that is entered into the System.
    \14\ See the American Pillar Priority Filing (adopting, among 
other rules, new Pillar Rule 964NYP, which would apply to trading on 
Pillar instead of current Rule 964NY and providing that, once a 
symbol is trading on the Pillar trading platform, a rule with the 
same number as a rule with a ``P'' modifier would no longer be 
operative for that symbol and the Exchange would announce by Trader 
Update when symbols are trading on the Pillar trading platform); see 
also supra note 5, Arca Options ECO Approval Order (same).
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    Current Rule 980NY, governing Electronic Complex Order Trading, 
would remain unchanged and continue to apply to any trading in symbols 
on the Exchange's current system. Proposed Rule 980NYP would govern 
Electronic Complex Orders for trading in options symbols migrated to 
the Pillar platform. Thus, when an option symbol begins trading on 
Pillar, that symbol will be subject to Rule 980NYP and Rule 980NY will 
no longer apply to that symbol. For example, when an

[[Page 40895]]

options symbol is migrated to Pillar, a Complex Order Auction (or COA) 
will be allocated pursuant to proposed Rule 980NYP(f)(4)(A)(i) (as 
discussed infra) and the corresponding provision regarding COA 
allocation--existing Rule 980NY(e)(7)(A)--will not apply.
    Proposed Rule 980NYP would (1) use Pillar terminology; and (2) 
introduce new functionality for Electronic Complex Order trading (e.g., 
adopting a DBBO and Away Market Deviation price check as well as 
enhancing the opening process for ECOs as described below), each of 
which proposed changes would align the Exchange with both the 
terminology used, and the functionality described, in Arca Options Rule 
6.91P-O.
    Finally, as discussed in the American Pillar Priority Filing, the 
Exchange will announce by Trader Update when symbols are trading on the 
Pillar trading platform. The Exchange intends to transition Electronic 
Complex Order trading on Pillar at the same time that single-leg 
trading is transitioned to Pillar. The Exchange will not implement the 
proposed Rule 980NYP until all other Pillar-related rule filings (i.e., 
with a ``P'' modifier) are either approved or operative, as applicable, 
and the Exchange announces the rollout of underlying symbols to Pillar 
by Trader Update.
Proposed Rule 980NYP: Electronic Complex Order Trading
    Current Rule 980NY (Electronic Complex Order Trading) specifies how 
the Exchange processes Electronic Complex Orders submitted to the 
Exchange. The Exchange proposes new Rule 980NYP, which is identical to 
Arca Options Rule 6.91P-O except as noted herein to establish how such 
orders would be processed after the transition to Pillar.\15\
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    \15\ The proposed Rule will differ from Arca Options Rule 6.91P-
O insofar as Exchange members are referred to as ATP Holders, 
whereas members of Arca Options are referred to as OTP Holders or 
OTP Firms. In addition, because the rule numbering differs on each 
options exchange, there will be differences between the proposed 
Rule and Arca Options Rule 6.91P-O to the extent that the proposed 
Rule includes a cross-reference to another Exchange rule. The 
Exchange has not identified every such instance where these 
specified differences occur as it believes the differences are 
immaterial because they do not relate to the functionality proposed 
herein.
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    To promote clarity and transparency, the Exchange proposes to add a 
preamble to current Rule 980NY specifying that it would not be 
applicable to trading on Pillar.\16\
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    \16\ See proposed Rule 980NY (preamble regarding the current 
rule being inapplicable to trading on Pillar).
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    As discussed in greater detail below and unless otherwise specified 
herein, the Exchange is not proposing fundamentally different 
functionality regarding how Electronic Complex Orders would trade on 
Pillar than is currently available on the Exchange. However, like Arca 
Options Rule 6.91P-O, the Exchange would use Pillar terminology to 
describe functionality that is not changing and would introduce certain 
new or updated functionality for Electronic Complex Orders (e.g., 
enhancing the opening auction process, including introducing the ``ECO 
Auction Collars'') that will also be available for outright options 
trading on the Pillar platform.
    Definitions. Proposed Rule 980NYP(a) is identical to Arca Options 
Rule 6.91P-O(a) except as specified below and would set forth the 
definitions applicable to trading on Pillar under the new rule.
     Proposed Rule 980NYP(a)(1) is identical to Arca Options 
Rule 6.91P-O(a)(1) and would define the term ``Away Market Deviation'' 
as the difference between the Exchange BB (BO) for a series and the ABB 
(ABO) for that same series when the Exchange BB (BO) is lower (higher) 
than the ABB (ABO).\17\ The maximum allowable Away Market Deviation is 
the greater of $0.05 or 5% below (above) the ABB (ABO) (rounded down to 
the nearest whole penny). As further proposed, no ECO on the Exchange 
would execute at a price that would exceed the maximum allowable Away 
Market Deviation on any component of the complex strategy. The maximum 
allowable Away Market Deviation is designed to protect market 
participants from having their complex strategies execute at prices 
that are significantly outside of (and inferior to) the market for the 
individual legs. The proposed functionality provides the Exchange with 
flexibility in determining the acceptable execution range by allowing 
that it be calculated using either a percentage amount or a dollar 
amount. In addition to being identical to Arca Options Rule 6.91P-
O(a)(1), this proposed risk protection feature is also available on 
other options exchanges and therefore is not new or novel.\18\
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    \17\ The ``Away Market BBO (`ABBO')'' refers to the best bid(s) 
or offer(s) disseminated by Away Markets and calculated by the 
Exchange based on market information the Exchange receives from OPRA 
and the terms ``ABB'' and ``ABO'' refer to the best Away Market bid 
and best Away Market offer, respectively. See Rule 900.2NY.
    \18\ See, e.g., BOX Options Exchange LLC (``BOX'') Rule 
7240(b)(3)(iii)(A) (providing that each leg of a complex strategy 
trade equal to or better than the ``Extended cNBBO,'' which has a 
default setting (per Rule 7240(a)(5)) of 5% of the cNBB or cNBO (per 
Rule 7240(a)(2) and (4), respectively) as applicable, or $0.05); 
Nasdaq ISE, LLC (``Nasdaq ISE''), Options 3, Section 16 (a) 
(providing that, in regard to ``Price limits for Complex Orders, 
``[n]otwithstanding, the System will not permit any leg of a complex 
strategy to trade through the NBBO for the series or any stock 
component by a configurable amount calculated as the lesser of (i) 
an absolute amount not to exceed $0.10, and (ii) a percentage of the 
NBBO not to exceed 500%, as determined by the [ISE] Exchange on a 
class, series or underlying basis'').
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    As discussed further below, like Arca Options Rule 6.91P-O(a)(5), 
the Exchange proposes that its calculation of the DBBO (for each leg of 
a complex strategy) as well as trading of ECOs with the leg markets 
would be bound by the maximum allowable Away Market Deviation as an 
additional protection against ECOs being executed on the Exchange at 
prices too far away from the current market.
     Proposed Rule 980NYP(a)(2) is identical to Arca Options 
Rule 6.91P-O(a)(2) and would define the term ``Complex NBBO'' to mean 
the derived national best net bid and derived national best net offer 
for a complex strategy calculated using the NBB and NBO for each 
component leg of a complex strategy. In addition to being identical to 
Arca Options Rule 6.91P-O(a)(2), this proposed definition is based on 
current Rule 900.2NY, without any substantive differences.\19\
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    \19\ See Rule 900.2NY (defining Complex NBBO as referring to 
``the NBBO for a given complex order strategy as derived from the 
national best bid and national best offer for each individual 
component series of a Complex Order'').
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     Proposed Rule 980NYP(a)(3) is identical to Arca Options 
Rule 6.91P-O(a)(3) and would define ``Complex Order Auction'' or 
``COA'' to mean an auction of an ECO as set forth in proposed Rule 
980NYP(f) (discussed below). This definition is mirrors paragraph (e) 
of current Rule 980NY, which sets forth the COA Process for ECOs 
without any substantive differences. Proposed Rule 980NYP(a)(3) would 
also state that the terms defined in paragraphs (a)(3)(A)-(D) would be 
applicable to COAs on Pillar.
    Proposed Rule 980NYP(a)(3)(A) is identical to Arca Options Rule 
6.91P-O(a)(3)(A) and would define a ``COA Order'' to mean an ECO that 
is designated by the ATP Holder as eligible to initiate a COA. This 
definition is based on the definition of a ``COA-eligible order'' as 
set forth in current Rule 980NY(e)(1) and (e)(1)(i), with a difference 
that the proposed definition would not require that an option class be 
designated as COA-eligible because, on Pillar, all option classes would 
be COA-eligible.
    Proposed Rule 980NYP(a)(3)(B) is identical to Arca Options Rule 
6.91P-

[[Page 40896]]

O(a)(3)(B) and would define the term ``Request for Response'' or 
``RFR'' to refer to the message disseminated to the Exchange's 
proprietary complex data feed announcing that the Exchange has received 
a COA Order and that a COA has begun. As further proposed, the 
definition would provide that each RFR message would identify the 
component series, the price, the size and side of the market of the COA 
Order. This definition is based on the description of RFR in current 
Rule 980NY(e)(3) without any substantive differences. The Exchange 
proposes a clarifying difference to make clear that RFR messages would 
be sent over the Exchange's proprietary complex data feed, which is 
based on current functionality.
    Proposed Rule 980NYP(a)(3)(C) is identical to Arca Options Rule 
6.91P-O(a)(3)(C) and would define the term ``RFR Response'' to mean any 
ECO received during the Response Time Interval (defined below) that is 
in the same complex strategy, on the opposite side of the market of the 
COA Order that initiated the COA, and marketable against the COA 
Order.\20\ This definition is based in part on the existing description 
of RFR Responses in Rule 980NY(e)(5). However, unlike the current 
definition, an RFR Response would not have a time-in-force contingency 
for the duration of the COA. Instead, the Exchange would consider any 
ECOs received during the Response Time Interval (defined below) that 
are marketable against the COA Order as an RFR Response. As described 
below, the Exchange proposes to define separately the term ``COA GTX 
Order,'' which would be more akin to the current definition of RFR 
Response. In addition, the proposed definition omits the current rule 
description that an RFR Response may be entered in $0.01 increments or 
that such responses may be modified or cancelled because these features 
are applicable to all ECOs and therefore is not necessary to separately 
state in connection with RFR Responses.
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    \20\ The term ``marketable'' is defined in Rule 900.2NY as ``for 
a Limit Order, the price matches or crosses the NBBO on the other 
side of the market. Market Orders are always considered 
marketable.''
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    Proposed Rule 980NYP(a)(3)(D) is identical to Arca Options Rule 
6.91P-O(a)(3)(D) and would define the term ``Response Time Interval'' 
to mean the period of time during which RFR Responses for a COA may be 
entered and would provide that the Exchange would determine and 
announce by Trader Update the length of the Response Time Interval; 
provided, however, that the duration of the Response Time Interval 
would not be less than 100 milliseconds and would not exceed one (1) 
second. This definition is based in part on the description of Response 
Time Interval in current Rule 980NY(e)(4), with a difference that the 
Exchange proposes to reduce the minimum time from 500 milliseconds to 
100 milliseconds. In addition to being identical to Arca Options Rule 
6.91P-O(a)(3)(D), the proposed minimum duration for a COA is the same 
as the minimum duration for the Exchange's electronic-paired auctions 
(i.e., the CUBE Auction) as well as for auctions on other markets.\21\ 
Given the fact that the Exchange has (for years) offered the CUBE 
Auction with a Response Time Interval of at least 100 milliseconds and 
the same time interval is applicable to COAs on Arca Options (per Rule 
6.91P-O(a)(3)(D)), the Exchange believes that the proposed Response 
Time Interval of at least this length would provide ATP Holders 
adequate time to respond to a COA.\22\
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    \21\ See, e.g., Rules 971.1NY(c)(2)(B) (providing that for a 
Customer Best Execution ``(CUBE'') Auction ``[t]he minimum/maximum 
parameters for the Response Time Interval will be no less than 100 
milliseconds and no more than one (1) second'') and 971.2NY(c)(1)(B) 
(same); Cboe Exchange Inc. (``Cboe'') Rule 5.33(d)(3) (providing 
that Cboe ``determines the duration of the Response Time Interval on 
a class-by-class basis, which may not exceed 3000 milliseconds''). 
The Exchange will file to adopt new rules for Single-Leg and Complex 
CUBE Auctions on Pillar (e.g., Rules 971.1NYP and 971.2NYP) but 
represents that the minimum duration for all CUBE Auctions will 
remain unchanged (i.e., at least 100 milliseconds).
    \22\ See, e.g., Securities Exchange Act Release Nos. 82498 
(January 12, 2018), 83 FR 2823 (January 19, 2018) (SR-NYSEAmer-2017-
26) (Notice of filing and immediate effectiveness of proposed rule 
change to reduce the response time interval for a CUBE Auction to no 
less than 100 milliseconds); 83384 (June 5, 2018), 83 FR 27061 (June 
11, 2018) (SR-NYSEAmer-2018-05) (Order approving Complex CUBE 
functionality, including Rule 971.2NY(c)(1)(B), providing that 
``[t]he minimum/maximum parameters for the Response Time Interval 
will be no less than 100 milliseconds and no more than one (1) 
second'').
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     Proposed Rule 980NYP(a)(4) is identical to Arca Options 
Rule 6.91P-O(a)(4) and would define the term ``Complex strategy'' to 
mean a particular combination of leg components and their ratios to one 
another. The proposed definition would further provide that new complex 
strategies can be created when the Exchange receives either a request 
to create a new complex strategy or an ECO with a new complex strategy. 
Furthermore, this proposed definition is consistent with how this 
concept is defined on other options exchanges and would promote clarity 
and transparency.\23\
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    \23\ See, e.g., Cboe Rule 5.33(a) (defining ``complex strategy'' 
as ``a particular combination of components and their ratios to one 
another'' and further providing that ``[n]ew complex strategies can 
be created as the result of the receipt of a complex instrument 
creation request or complex order for a complex strategy that is not 
currently in the System''); MIAX Options Exchange (``MIAX'') Rule 
518(a)(6) (same).
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     Proposed Rule 980NYP(a)(5) is identical to Arca Options 
Rule 6.91P-O(a)(5) and would define the term ``DBBO'' to address 
situations where it is necessary to derive a (theoretical) bid or offer 
for a particular complex strategy. This proposed definition of the DBBO 
is based, in part, on the current definition of Derived BBO as set 
forth in Rule 900.2NY.\24\ As proposed, ``DBBO'' would mean the derived 
best net bid (``DBB'') and derived best net offer (``DBO'') for a 
complex strategy. The bid (offer) price used to calculate the DBBO on 
each leg would be the Exchange BB (BO) \25\ (if available), bound by 
the maximum allowable Away Market Deviation (as defined above). If a 
leg of a complex strategy does not have an Exchange BB (BO), the bid 
(offer) price used to calculate the DBBO would be the ABB (ABO) for 
that leg. Thus, the ``bid (offer)'' prices used to calculate the DBBO 
would be based on the Exchange BB (BO) for each leg when available, 
and, absent an Exchange BB (BO) for a given leg, the ABB (ABO). The 
proposed definition would also provide that the DBBO would be updated 
as the Exchange BBO or ABBO, as applicable, is updated.
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    \24\ See Rule 900.2NY (defining Derived BBO as being 
``calculated using the BBO from the Consolidated Book for each of 
the options series comprising a given complex order strategy'').
    \25\ The term BBO when used with respect to options traded on 
the Exchange means ``the best displayed bid or best displayed offer 
on the Exchange.'' See Rule 900.2NY.
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    Proposed Rule 980NYP(a)(5)(A) would provide further detail about 
how the DBBO would be derived when, for a leg, there is no Exchange BB 
(BO) and no ABB (ABO). As proposed, in such circumstances, the bid 
(offer) price used to calculate the DBBO would be the offer (bid) price 
for that leg (i.e., Exchange BO (BB), bound by the maximum allowable 
Away Market Deviation (or the ABO (ABB) for that leg if no Exchange BO 
(BB) is available)), minus (plus) the collar amounts specified in 
proposed Rule 900.3NYP(a)(4)(C) (the ``collar value''); \26\ or $0.01, 
if the result of subtracting one collar value from the

[[Page 40897]]

offer would be equal to or less than zero.\27\ This proposed rule is 
substantively identical to Arca Options Rule 6.91P-O(a)(5)(A), which 
includes the numerical ''collar'' values used to generate a DBBO in the 
absence of local or Away Market interest.\28\ However, since the 
adoption of the Arca Options Rule, both Arca Options \29\ and the 
Exchange \30\ have modified the collar values enumerated in the Arca 
Options Rule.\31\ In its filing to modify the Trading Collar values, 
Arca Options stated that such change was made in part to better align 
collar values with the parameters for determining whether a trade is an 
Obvious Error or Catastrophic Error.\32\ In light of the change to the 
trading collar values since the adoption of the Arca Options Rule, 
taken together with the Exchange's proposed ability to (continue) to 
modify Trading Collar values by Trader Update, proposed Rule 
980NYP(a)(5)(A) would include a cross-reference to proposed Rule 
900.3NYP(a)(4)(C). The Exchange believes this proposed change would add 
clarity, transparency, and internal consistency to Exchange rules.
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    \26\ Proposed Rule 900.3NYP(a)(4)(C) describes how Trading 
Collars would be calculated on Pillar. See the American Pillar 
Omnibus Filing. The Exchange represents that the Trading Collar 
functionality would operate the same way it currently operates per 
Arca Options Rule 6.62P-O(a)(4)(C) (providing that ``[u]nless 
announced otherwise via Trader Update, the Trading Collar for an 
order to buy (sell) will be a specified amount above (below) the 
Reference Price, as follows''). See id.
    \27\ For avoidance of doubt, the ``offer (bid) price for a 
leg,'' as referred to in proposed Rule 980NYP(a)(5)(A), is the value 
that should be used for the ``Reference Price'' (per Rule 
900.3NYP(a)(4)(C))--whether such price is the Exchange BO (BB), 
bound by the maximum allowable Away Market Deviation (or the ABO 
(ABB) for that leg if no Exchange BO (BB) is available). See 
proposed Rule 980NYP(a)(5).
    \28\ See Arca Options Rule 6.91P-O(a)(5)(A) (providing, in 
relevant part, that ``one collar value'' is ``(i) $0.25 where the 
offer (bid) is priced $1.00 or lower, or the lesser of $2.50 or 25% 
of the offer (bid) where the offer (bid) is priced above $1.00 
(rounded down to the nearest whole penny)).''
    \29\ See Securities Exchange Act Release No. 95687 (September 7, 
2022), 87 FR 56097 (September 13, 2022) (SR-NYSEArca-2022-57) 
(amending on an immediately effective basis Arca Options Rule 6.62P-
O(a)(4)(C) to modify the values used to determine Trading Collars 
and to afford Arca Options discretion to subsequently modify such 
values by Trader Update) (the ``Arca Options Filing to Modify 
Trading Collars'').
    \30\ See Rule 967NY(b)(2) (setting forth the applicable trading 
collar values, which values may be modified by Trader Update).
    \31\ See Trader Update, September 9, 2022, NYSE Arca Options: 
Changes to Trading Collars Effective September 21st, available here, 
https://www.nyse.com/trader-update/history#110000475461.
    \32\ See Arca Options Filing to Modify Trading Collars, 87 FR at 
56097-98, supra. See also Rules 975NY(c)(1) (thresholds for Obvious 
Errors) and 975NY (d)(1) (thresholds for Catastrophic Errors).
---------------------------------------------------------------------------

    In addition to being substantively the same as Arca Options Rule 
6.91P-O(a)(5)(A) (except as immediately noted above), the proposed DBBO 
definition is also consistent with how this concept is defined on other 
options exchanges.\33\ The Exchange believes that providing an 
alternative means of calculating the DBBO (i.e., by looking to the 
contra-side best bid (offer) in the absence of same-side interest) 
would benefit market participants as it should increase opportunities 
for trading. For example, absent this proposed functionality, the 
Exchange would not be able to trade complex strategies when, for at 
least one leg of such strategy, the Exchange has no displayed interest 
on one or both sides of such component leg. Allowing the Exchange to 
look to the ABBO to calculate the DBBO in such circumstances would 
increase trading opportunities for ECOs to the benefit of all market 
participants. As noted above and herein, the Exchange believes that 
binding the DBBO (when calculated using the Exchange BBO) to the 
maximum allowable Away Market Deviation would help prevent ECOs from 
executing on the Exchange at prices too far away from the current 
market.
---------------------------------------------------------------------------

    \33\ See, e.g., Cboe Rule 5.33(a) (defining ``Synthetic Bed Bid 
or Offer and SBBO'' for complex orders as ``the best bid and offer 
on the Exchange for a complex strategy calculated using'' the ``BBO 
for each component (or the NBBO for a component if the BBO for that 
component is not available) of a complex strategy from the [Cboe] 
Simple Book'').
---------------------------------------------------------------------------

    Proposed Rule 980NYP(a)(5)(B) is identical to Arca Options Rule 
6.91P-O(a)(5)(B) and would provide that, if for a leg of a complex 
strategy, there is neither an Exchange BBO nor an ABBO, the Exchange 
would not allow the complex strategy to trade until, for that leg, 
there is either an Exchange BB or BO, or an ABB or ABO, on at least one 
side of the market. The Exchange believes that preventing a complex 
strategy from trading when, for a leg, there is no reliable pricing 
indication--either on the Exchange or in Away Markets, would benefit 
market participants by preventing potentially erroneous executions. 
Moreover, including this additional detail in the proposed rule about 
when a complex strategy would not trade would benefit market 
participants as it would promote clarity and transparency in Exchange 
rules regarding ECO trading.
    Proposed Rule 980NYP(a)(5)(C) is identical to Arca Options Rule 
6.91P-O(a)(5)(C) and would provide that if the best bid and offer 
prices (when not based solely on the Exchange BBO) for a component leg 
of a complex strategy are locked or crossed, the Exchange would not 
allow an ECO for that strategy to execute against another ECO until the 
condition resolves. The Exchange notes that, as described above, the 
DBBO may be calculated using leg prices derived either exclusively 
from, or a combination of, the Exchange BBO, the ABBO, or the Exchange 
BBO as adjusted to be priced within the maximum allowable Away Market 
Deviation. As such, if the best bid and offer prices (when not based 
solely on an Exchange BBO) for a component leg of a complex strategy 
are locked or crossed, a DBBO calculated when using those prices could 
be erroneous.\34\ Accordingly, the Exchange believes that it is 
appropriate to not permit an ECO to execute against another ECO under 
these circumstances until the locked or crossed market resolves. The 
Exchange believes preventing ECO-to-ECO trading in this circumstance 
would benefit market participants by preventing potentially erroneous 
ECO executions. Moreover, including this additional detail in the 
proposed rule about when an ECO would be prevented from trading with 
another ECO would benefit market participants as it would promote 
clarity and transparency in Exchange rules regarding ECO trading.
---------------------------------------------------------------------------

    \34\ The reliability of the Exchange's calculated DBBO is 
essential to ECO trading on the Exchange as this concept permeates 
all aspects of complex trading, including to determine price 
parameters at the opening of each series and in determining when, 
and at what price, a COA Order may initiate a COA as well as market 
events impacting the DBBO that would result in an early end to a 
COA. See, e.g., proposed Rule 980NYP(d)(3) (relying on the DBBO to 
determine ECO Auction Collars for the ECO Opening Auction Process) 
and 980NYP(f)(2)(A) and (f)(3) (relying on the DBBO to both initiate 
and price a COA Order as well as to terminate a COA early under 
certain market conditions).
---------------------------------------------------------------------------

    Further, per proposed Rule 980NYP(a)(5)(C), like on Arca Options, 
if an Away Market quote updates to lock or cross the current Exchange 
BB (BO) or ABB (ABO) for a component leg of a complex strategy, the 
Exchange would allow an ECO for that strategy to execute against leg 
market interest on the Exchange. Allowing an eligible ECO to execute 
against leg market interest in these circumstances is consistent with 
the way single-leg orders trade. In this regard, the Exchange notes 
that, to the extent that leg prices are locked or crossed as a result 
of updates to the ABBO, such updates do not prevent resting leg market 
interest from trading at its resting price with all eligible contra-
side interest, which includes incoming ECOs in the same complex 
strategy.\35\ Moreover, to the extent that an ECO trades with leg 
market interest in a complex strategy when interest in the leg markets 
is crossed, such executions are not deemed as trade-

[[Page 40898]]

throughs.\36\ As such, the Exchange believes that allowing an ECO to 
trade with leg market interest in this circumstance would maximize the 
execution opportunities of such ECO while respecting the priority of 
the leg markets.
---------------------------------------------------------------------------

    \35\ See Pillar Rule 964NYP(b)(2) (providing that ``[i]f an Away 
Market locks or crosses the Exchange BBO, the Exchange will not 
change the display price of any Limit Orders or quotes ranked 
Priority 2--Display Orders and any such orders will be eligible to 
be displayed as the Exchange's BBO''). See also Arca Options Rule 
6.76P-O(b)(3) (same).
    \36\ See Rule 991NY(b)(3) (exempting from trade-through 
liability transactions that occur ``when there was a Crossed 
Market''). See also the Options Order Protection And Locked/Crossed 
Market Plan, dated April 14, 2009, available here, https://www.theocc.com/getmedia/7fc629d9-4e54-4b99-9f11-c0e4db1a2266/options_order_protection_plan.pdf.
---------------------------------------------------------------------------

     Proposed Rule 980NYP(a)(6) is identical to Arca Options 
Rule 6.91P-O(a)(6) and would define the term ``ECO Order Instruction'' 
to mean a request to cancel, cancel and replace, or modify an ECO.'' As 
described further below, this concept relates to order processing when 
a series opens or reopens for trading.
     Proposed Rule 980NYP(a)(7) is identical to Arca Options 
Rule 6.91P-O(a)(7) and would define the term ``Electronic Complex 
Order'' or ``ECO'' to mean a Complex Order as defined in Rule 
900.3NYP(f) that would be submitted electronically to the Exchange.\37\ 
This proposed definition is based on the preamble to Rule 980NY, and 
the Exchange proposes to replace reference to the ``System'' with the 
term ``Exchange'' and to update the cross-reference to the proposed 
definition of a Complex Order set forth in the American Pillar Omnibus 
Filing.
---------------------------------------------------------------------------

    \37\ Proposed Rule 900.3NYP defines Complex Orders on Pillar, 
which proposed definition is substantively the same as this order 
type is defined in current Rule 900.3NY(e). See the American Pillar 
Omnibus Filing. See also Arca Options Rule 6.62P-O(f) (describing 
Complex Orders in substantively the same manner as current Rule 
900.3NY and proposed Rule 900.3NYP).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(a)(8) is identical to Arca Options 
Rule 6.91P-O(a)(8) and would define the term ``leg'' or ``leg market'' 
to mean each of the component option series that comprise an ECO. This 
definition is consistent with the concept of leg markets as used in 
current Rule 980NY(a), which defines legs as individual orders and 
quotes in the Consolidated Book. The Exchange believes the proposed 
definition would add clarity regarding how the terms ``leg'' and ``leg 
market'' would be used in connection with ECO trading on Pillar.
     Proposed Rule 980NYP(a)(9) is identical to Arca Options 
Rule 6.91P-O(a)(9) and would define ``Ratio'' or ``leg ratio'' to mean 
the quantity of each leg of an ECO broken down to the least common 
denominator such that the ``smallest leg ratio'' is the portion of the 
ratio represented by the leg with the fewest contracts. The Exchange 
believes the proposed definition would add clarity regarding how the 
terms ``ratio'' and ``leg ratio'' would be used in connection with ECOs 
trading on Pillar. In addition to being identical to Arca Options, this 
proposed definition is also consistent with how this concept is 
described on other options exchanges.\38\
---------------------------------------------------------------------------

    \38\ See, e.g., Cboe, US Options Complex Book Process, Complex 
Order Basics, Section 2.1, Ratios, available here: https://cdn.batstrading.com/resources/membership/US-Options-Complex-Book-Process.pdf (providing that ``[t]he quantity of each leg of a 
complex order broken down to the lowest terms will determine the 
ratio of the complex order'').
---------------------------------------------------------------------------

    Types of ECOs. Proposed Rule 980NYP(b) would set forth the types of 
ECOs that would trade on Pillar. Proposed Rule 980NYP(b)(1) is 
identical to Arca Options Rule 6.91P-O(b)(1) and would provide that 
ECOs may be entered as Limit Orders, Limit Orders designated as Complex 
Only Orders, or as Complex QCCs.\39\ This proposed text is based on 
current Rule 980NY(d)(1), with a difference to provide that the 
Exchange would offer Complex Only Orders and Complex QCCs on Pillar. 
Allowing ECOs to be designated as Complex QCCs \40\ is consistent with 
current functionality not described in the rule, is identical to Arca 
Options Rule 6.91P-O(b)(1), and the Exchange believes that this 
additional specificity to the proposed rule would add clarity and 
transparency.
---------------------------------------------------------------------------

    \39\ See the American Pillar Omnibus Filing (describing proposed 
definitions of Limit Orders and Complex QCC Orders, set forth in 
proposed Rules 900.3NYP(a)(2) and (g)(1)(A), (C) and (D), 
respectively). The Exchange represents that these proposed order 
types will function in a manner substantively the same as is 
described per Arca Options Rule 6.62P-O(a)(2) and (g)(1)(A), (C) and 
(D), (describing Limit Orders and Complex QCC Orders, respectively). 
See id.
    \40\ See American Omnibus Filing (describing Complex QCC Orders 
on Pillar, per proposed Rule 900.3NYP(g)(1)(A), (B), and (D), 
respectively).
---------------------------------------------------------------------------

    Complex Only Orders (as described below) would be updated 
functionality available on Pillar.\41\
---------------------------------------------------------------------------

    \41\ See, infra, for discussion of proposed Rule 980NYP(e)(1)(C) 
(discussing Complex Only Order functionality).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(b)(2) is identical to Arca Options 
Rule 6.91P-O(b)(2) and would set forth the time-in-force contingencies 
available to ECOs, which would be Day, IOC, FOK, or GTC, as those terms 
will be defined in the subsequent Pillar Order Type Filing in proposed 
Rule 900.3NYP(b), and GTX (per proposed Rule 980NYP(b)(2)(C) as 
described below).\42\ The proposed text is based on current Rules 
980NY(d)(2) and (3), except that it adds GTX (as described below). The 
proposed text also omits AON because the Exchange would not offer AONs 
for ECO trading on Pillar.
---------------------------------------------------------------------------

    \42\ The proposed definitions of Day, IOC, FOK, and GTX as set 
forth in proposed Rule 900.3NYP(b) will function in a manner 
substantively the same as is described in current Rule 900.3NY. See 
the American Pillar Omnibus Filing. See also Arca Options Rule 
6.62P-O(b) (describing the Day, IOC, FOK, and GTX order modifiers in 
an identical manner to proposed Rule 900.3NYP).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(b)(2)(A) is identical to Arca Options 
Rule 6.91P-O(b)(2)(A) and would provide that an ECO designated as IOC 
or FOK would be rejected if entered during a pre-open state,\43\ which 
is consistent with the time-in-force of the order (because they could 
not be traded when a complex strategy is not open for trading) as well 
as with current functionality.
---------------------------------------------------------------------------

    \43\ The definition of the proposed term ``pre-open state'' is 
set forth in proposed Rule 952NYP(a)(12) to mean ``the period before 
a series is opened or reopened,'' which definition is identical to 
how this concept is described in Arca Options Rule 6.64P-O(a)(12). 
See the American Pillar Omnibus Filing.
---------------------------------------------------------------------------

     Proposed Rule 980NYP(b)(2)(B) is identical to Arca Options 
Rule 6.91P-O(b)(2)(B) and would provide that an ECO designated as FOK 
must also be designated as a Complex Only Order (per proposed Rule 
980NYP(b)(1) and described further below). This proposed rule, which is 
new under Pillar, would simplify the operation of electronic complex 
order trading and would add clarity and transparency that ECOs 
designated as FOK (i.e., that have conditional size-related 
instructions) would not be eligible to trade with the leg markets.
     Proposed Rule 980NYP(b)(2)(C) would provide that an ECO 
designated as GTX would be defined as a ``COA GTX Order,'' which 
functions in a manner identical to an ``ECO GTX Order'' per Arca 
Options Rule 6.91P-O(b)(2)(C), and would have the following features: 
it would not be displayed; it may be entered only during the Response 
Time Interval of a COA; it must be on the opposite side of the market 
as the COA Order; and it must specify the price, size, and side of the 
market.\44\ As further proposed, COA GTX Orders may be modified or 
cancelled during the Response Time Interval and any remaining size that 
does not trade with the COA Order would be cancelled at the end of the 
COA. This term ``COA GTX Order'' is new but the definition is based on 
the description of an RFR Response in current Rule 980NY(e)(5)(A)-(C), 
which responses are likewise not displayed and expire at the end of the 
COA.
---------------------------------------------------------------------------

    \44\ The Exchange believes that ``COA'' is a more descriptive 
modifier (than ``ECO'') for the GTX Order and because this 
difference from Arca Options does not impact functionality, the 
Exchange believes this proposed distinction is immaterial.
---------------------------------------------------------------------------

    Priority and Pricing of ECOs. Proposed Rule 980NYP(c) would set

[[Page 40899]]

forth how ECOs would be prioritized and priced under Pillar. Unlike 
Arca Options Rule 6.91P-O(c), which incorporates that exchange's price-
time priority model, proposed Rule 980NYP(c) would incorporate the 
Exchange's Customer priority and pro rata allocation model as described 
in Pillar Rule 964NYP. Aside from the divergent priority models, how 
ECOs trade on each exchange is identical, as described below.\45\ The 
Exchange's proposed priority scheme for ECOs under Pillar is consistent 
with current functionality, with the differences and clarifications 
noted below.
---------------------------------------------------------------------------

    \45\ Compare proposed Rules 980NYP(c)(1)-(4) with Arca Options 
Rules 6.91P-O(c)(1)-(4).
---------------------------------------------------------------------------

    As proposed, an ECO received by the Exchange that is not 
immediately executed (or cancelled), including an ECO that cannot trade 
due to conditions described in paragraphs (a)(5)(B)-(C) (above) \46\ 
and (c)(1)-(2) of this proposed Rule (below) or does not initiate a COA 
per paragraph (f)(1) (below), would be ranked in the Consolidated Book 
based on total net price, per Pillar Rule 964NYP, with Customer orders 
at a price ranked ahead of same-priced non-Customer orders. This 
proposed rule adds cross-references, including to new Pillar Rule 
964NYP, but is otherwise based on Rule 980NY(b) without any substantive 
differences.\47\ The Exchange proposes a non-substantive difference to 
refer simply to a ``net price'' rather than a ``net debit or credit 
price,'' which streamlined terminology is consistent with the use of 
the term ``net price'' on Arca Options and other options exchanges.\48\ 
The proposed rule also incorporates the first sentence of Rule 
980NY(c)(iii)(A), regarding the ranking and priority of ECOs not 
immediately executed, but adds the possibility that such ECOs may be 
cancelled if not immediately executed, which adds clarity and 
transparency to the proposed Rule.\49\
---------------------------------------------------------------------------

    \46\ Proposed Rules 980NYP(a)(5)(B)-(C) describe conditions 
related to the leg markets when complex strategies will not trade. 
See also Arca Options Rules 6.64P-O(a)(5)(B)-(C) (same).
    \47\ See Rule 980NY(b) (pricing that ECOs in the Consolidated 
Book will ``be ranked according to price/time priority based on the 
total or net debit or credit and the time of entry of the order, 
provided that [ECOs] on behalf of Customers shall be ranked ahead of 
same price [ECOs] for non-Customers.'').
    \48\ See, e.g., Arca Options Rule 6.91P-O(c); Cboe Rule 
5.33(f)(2) (setting forth parameters for the ``net price'' of 
complex orders traded on Cboe); Nasdaq ISE, Options 3, Section 14 
(c) (providing, in relevant part, that ``[c]omplex strategies will 
not be executed at prices inferior to the best net price achievable 
from the best ISE bids and offers for the individual legs'').
    \49\ For example, an ECO designated as IOC that does not 
immediately execute would cancel rather than be ranked on the 
Consolidated Book, whereas an ECO designated as Day or GTC that does 
not immediately execute would be ranked on the Consolidated Book.
---------------------------------------------------------------------------

    Proposed Rule 980NYP(c) is identical to Arca Options Rule 6.91P-
O(c) and would further provide that, unless otherwise specified in this 
Rule, ECOs would be processed as follows:
     Proposed Rule 980NYP(c)(1) is identical to Arca Options 
Rule 6.91P-O(c)(1) and would provide that when trading with the leg 
markets, an ECO would trade at the price(s) of the leg markets provided 
the leg markets are priced no more than the maximum allowable Away 
Market Deviation (as defined herein). The proposed rule requiring that 
when trading with the leg markets, the components of the ECO would 
trade at the prices of the leg markets is consistent with current 
functionality, per Rule 980NY(c)(ii); requiring that such prices be 
bound by the Away Market Deviation for an ECO to trade with the leg 
markets is new Pillar functionality that is identical to Arca Options 
as described below.\50\
---------------------------------------------------------------------------

    \50\ See Rule 980NY(c)(ii) (providing that ``[i]f, at a price, 
the leg markets can execute against an incoming [ECO] in full (or in 
a permissible ratio), the leg markets (Customer and non-Customer 
interest) will have first priority at that price and will trade with 
the incoming [ECO] pursuant to Rule 964NY(b) before [ECO] resting in 
the Consolidated Book can trade at that price'').
---------------------------------------------------------------------------

    For example, if there is sell interest in a leg market at $1.00, 
and a leg of an ECO to buy could trade up to $1.05, the ECO would trade 
with such leg market at $1.00. This would result in the ECO receiving 
price improvement and is consistent with the ECO trading as the 
Aggressing Order.\51\ The proposed functionality that an ECO would 
trade with leg markets only if the prices of the leg markets are within 
(and do not exceed the maximum allowable) Away Market Deviation would 
be new under Pillar (and, as noted above, identical to Arca Options 
Rule 6.91P-O(c)(1)) and is designed to operate as an additional 
protection against ECOs being executed on the Exchange at prices too 
far away from the current market.
---------------------------------------------------------------------------

    \51\ The term ``Aggressing Order'' means ``a buy (sell) order or 
quote that is or becomes marketable against sell (buy) interest on 
the Consolidated Book.'' See Pillar Rule 964NYP(a)(5). See also Arca 
Options Rule 6.76P-O(a)(5) (same).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(c)(2) is identical to Arca Options 
Rule 6.91P-O(c)(2) and would provide that when trading with another 
ECO, each component leg of the ECO must trade at a price at or within 
the Exchange BBO for that series, and no leg of the ECO may trade at a 
price of zero.\52\ This provision is based in part on current Rule 
980NY(c), which provides that no leg of an ECO will be executed outside 
of the Exchange BBO.\53\ This proposed rule, which ensures that ECOs 
would never trade through interest in the leg markets, is consistent 
with current functionality and adds clarity and transparency to the 
proposed Rule. In addition to being identical to Arca Options Rule 
6.91P-O(c)(2), the proposed functionality is also consistent with how 
ECOs are processed on other options exchanges.\54\
---------------------------------------------------------------------------

    \52\ See, infra, for discussion of proposed Rule 980NYP(e)(1) 
(discussing ``Execution of ECOs During Core Trading Hours,'' 
including the treatment of ECOs that have executed, at a price, to 
the extent possible with the leg markets and of ECOs designated as 
Complex Only).
    \53\ As noted herein, no ECO on the Exchange would execute at a 
price that would exceed the maximum allowable Away Market Deviation 
on any component of the complex strategy. See proposed Rule 
980NYP(a)(1) (defining Away Market Deviation). See also Arca Options 
Rule 6.91P-O(a)(1) (same).
    \54\ See, e.g., BOX Rule 7240(b)(3)(ii). See also Securities 
Exchange Act Release Nos. 69027 (March 4, 2013), 78 FR 15093, 15094 
(March 8, 2013) (SR-BOX-2013-01) (providing that ``where two Complex 
Orders trade against each other, the resulting execution prices will 
be at a price equal to or better than NBBO and BOX best bid or offer 
(``BBO'') for each of the component Legs,'' per BOX Rule 
7240(b)(3)(ii)). See, e.g., Cboe Rule 5.33(f)(2) (providing that 
complex orders may not execute at a net price that would cause any 
component of the complex strategy to be executed at a price of 
zero).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(c)(3) is identical to Arca Options 
Rule 6.91P-O(c)(3) and would provide that an ECO may trade without 
consideration of prices of the same complex strategy available on other 
exchanges, which is based on the same text as contained in current Rule 
980NY(c) without any substantive differences.
     Proposed Rule 980NYP(c)(4) is identical to Arca Options 
Rule 6.91P-O(c)(4) and would provide that bids and offers for complex 
strategies may be expressed in one cent ($0.01) increments, and the 
leg(s) of complex strategies may trade in one cent ($0.01) increments 
regardless of the MPV otherwise applicable to the individual leg(s) of 
the ECO. This proposed provision is also based on current Rule 980NY, 
Commentary .01 without any substantive differences.
    Execution of ECOs at the Open (or Reopening after a Trading Halt). 
Current Rule 980NY(c)(i) sets forth how ECOs are executed upon opening 
or reopening of trading. Proposed Rule 980NYP(d) is identical to Arca 
Options Rule 6.91P-O(d) and would set forth details about how ECOs 
would be executed at the open or reopen following a trading halt. With 
the transition to Pillar, like on Arca Options, the Exchange proposes 
new functionality regarding the ``ECO Opening Auction Process'' on the 
Exchange, which would be applicable

[[Page 40900]]

both to openings and reopenings following a trading halt.
     Proposed Rule 980NYP(d)(1) is identical to Arca Options 
Rule 6.91P-O(d)(1) and would set forth the conditions required for the 
commencement of an ECO Opening Auction Process. Specifically, as 
proposed, the Exchange would initiate an ECO Opening Auction Process 
for a complex strategy only if all legs of the complex strategy have 
opened or reopened for trading, which text is based on current Rule 
980NY(c)(i)(A) without any substantive differences. Proposed Rules 
980NYP(d)(1)(A)-(B) are identical to Arca Options Rule 6.91P-
O(d)(1)(A)-(B) and would set forth conditions that would prevent the 
opening of a complex strategy, as follows:
    [cir] Any leg of the complex strategy has neither an Exchange BO 
nor an ABO; or
    [cir] The complex strategy cannot trade per proposed Rule 
980NYP(a)(5)(B)-(C).
    The proposal to detail these conditions for opening (and reopening) 
are consistent with current functionality not set forth in the current 
rule. The Exchange believes that this added detail would not only add 
clarity and transparency to Exchange rules but would also protect 
market participants from potentially erroneous executions when there is 
a lack of reliable information regarding the price at which a complex 
strategy should execute, thereby promoting a fair and orderly ECO 
Opening Auction Process.
     Proposed Rule 980NYP(d)(2) is identical to Arca Options 
Rule 6.91P-O(d)(2) and would provide that any ECOs in a complex 
strategy with prices that lock or cross one another would be eligible 
to trade in the ECO Opening Auction Process. This proposed rule is 
based on current Rule 980NY(c)(i)(B), which provides than an opening 
process will be used if there are ECOs that ``are marketable against 
each other.'' The Exchange proposes a difference from current 
functionality and would not require that such ECOs be ``priced within 
the Complex NBBO'' because the proposed ECO Opening Auction Process 
under Pillar would instead rely on the DBBO (as described below).\55\ 
As such, the Exchange may open a series based on the Exchange BBO, 
bound by the Away Market Deviation (or, the ABBO if the Exchange BBO is 
not available), which is consistent with ECO handling during Core 
Trading (per proposed Rule 980NYP(e) described below). The Exchange 
believes this proposed change would better align the permissible 
opening price for a series with the permissible execution price during 
Core Trading, which adds consistency to ECO order handling to the 
benefit of investors.
---------------------------------------------------------------------------

    \55\ See Rule 980NY(c)(i)(B) (providing that ``[t]he CME will 
use an opening auction process if there are Electronic Complex 
Orders in the Consolidated Book that are marketable against each 
other and priced within the Complex NBBO''). Per Rule 900.2NY (and 
proposed Rule 980NYP(a)(2)), the ``Complex NBBO'' for each complex 
strategy is derived from the national best bid and national best 
offer for each leg.
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(d)(2)(A) is identical to Arca Options 
Rule 6.91P-O(d)(2)(A) and would provide that an ECO received during a 
pre-open state would not participate in the Auction Process for the leg 
markets pursuant to proposed Rule 952NYP, which is based on the same 
text (in the second sentence) of current Rule 980NY(c)(i)(A) without 
any substantive differences.\56\
---------------------------------------------------------------------------

    \56\ Proposed Rule 952NYP (Auction Process), sets forth the 
opening and reopening auction process for single-leg option trading. 
See the American Pillar Omnibus Filing.
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(d)(2)(B) is identical to Arca Options 
Rule 6.91P-O(d)(2)(B) and would provide that a complex strategy created 
intra-day when all leg markets are open would not be subject to an ECO 
Opening Auction Process and would instead trade pursuant to paragraph 
(e) of the proposed Rule (discussed below) regarding the handling of 
ECOs during Core Trading Hours.
    [cir] Proposed Rule 980NYP(d)(2)(C) is identical to Arca Options 
Rule 6.91P-O(d)(2)(C) and would provide that the ECO Opening Auction 
Process would be used to reopen trading in ECOs after a trading halt. 
This proposed rule makes clear that the ECO Opening Auction Process 
would be applicable to reopenings, which would add internal consistency 
to Exchange rules and promote a fair and orderly ECO Opening Auction 
Process following a trading halt.\57\
---------------------------------------------------------------------------

    \57\ This proposed functionality is also consistent with how the 
Exchange proposes to handle (and currently handles) opening auctions 
for single-leg trading. For example, proposed Rule 952NYP(a)(1) 
provides that an ``Auction'' refers to the opening or reopening of 
an option series for trading. See the American Pillar Omnibus 
Filing. See also Rule 952NYP(e) (providing that ``[a] Trading 
Auction will be conducted following the procedures described in 
paragraphs (a) through (d) of this Rule to reopen an option class 
after a trading halt.'').
---------------------------------------------------------------------------

     Proposed Rule 980NYP(d)(3) is identical to Arca Options 
Rule 6.91P-O(d)(3), except as it relates priority and allocation as 
described below and would describe each aspect of the ECO Opening 
Auction Process.\58\
---------------------------------------------------------------------------

    \58\ See proposed Rule 980NYP(d)(3)(b)(iii), discussed below.
---------------------------------------------------------------------------

    First, proposed Rule 980NYP(d)(3)(A) is identical to Arca Options 
Rule 6.91P-O(d)(3)(A) and would describe the ``ECO Auction Collars.'' 
As proposed, the upper (lower) price of an ECO Auction Collar for a 
complex strategy would be the DBO (DBB); provided, however, that if the 
DBO (DBB) is calculated using the Exchange BBO for all legs of the 
complex strategy and all such Exchange BBOs have displayed Customer 
interest, the upper (lower) price of an ECO Auction Collar would be one 
penny ($0.01) times the smallest leg ratio inside the DBO (DBB). This 
proposed functionality on Pillar, which is identical to Arca Options, 
would ensure that if there is displayed Customer interest on the 
Exchange on all legs of the strategy, the opening price for the complex 
strategy would price improve the DBBO, which the Exchange believes is 
consistent with fair and orderly markets and investor protection.
     Next, proposed Rule 980NYP(d)(3)(B) is identical to Arca 
Options Rule 6.91P-O(d)(3)(B) and would describe the ``ECO Auction 
Price'' and how such price is determined. As proposed, the ECO Auction 
Price would be the price at which the maximum volume of ECOs can be 
traded in an ECO Opening Auction, subject to the proposed ECO Auction 
Collar. As further proposed, if there is more than one price at which 
the maximum volume of ECOs can be traded within the ECO Auction Collar, 
the ECO Auction Price would be the price closest to the midpoint of the 
ECO Auction Collar, or, if the midpoint falls within such prices, the 
ECO Auction Price would be the midpoint, provided that the ECO Auction 
Price would not be lower (higher) than the highest (lowest) price of an 
ECO to buy (sell) that is eligible to trade in the ECO Opening (or 
Reopening) Auction Process. The concept of an ECO Auction Price is 
consistent with the concept of ``single market clearing price'' set 
forth in current Rule 980NY(c)(i)(B).
    Finally, like on Arca Options, if the ECO Auction Price would be a 
sub-penny price, it would be rounded to the nearest whole penny. This 
proposed text is based on current Rule 980NY(c)(i)(B), with a 
difference that the current rule refers to the midpoint of the Complex 
NBBO (which could be a sub-penny price and if so, is rounded down to 
the nearest penny) as opposed to referring to the Pillar term ``ECO 
Auction Price,'' which price, if in sub-pennies, would be rounded (up 
or down) to the nearest MPV.
    Proposed Rule 980NYP(d)(3)(B)(i) is identical to Arca Options Rule 
6.91P-O(d)(3)(B)(i) insofar as it would provide that an ECO to buy 
(sell) with a limit price at or above (below) the upper (lower) ECO 
Auction Collar would be

[[Page 40901]]

included in the ECO Auction Price calculation at the price of the upper 
(lower) ECO Auction Collar, but differs from Arca Options in that it 
does not address the ranking and allocation of auction interest, which 
is described below in proposed Rule 980NYP(d)(3)(B)(ii). This proposed 
text is based in part on current Rule 980NY(c)(i)(B).
    Proposed Rule 980NYP(d)(3)(B)(ii) is identical to Arca Options Rule 
6.91P-O(d)(3)(B)(ii) and would provide that locking and crossing ECOs 
in a complex strategy would trade at the ECO Auction Price. As further 
proposed, if there are no locking or crossing ECOs in a complex 
strategy at or within the ECO Auction Collars, the Exchange would open 
the complex strategy without a trade.
    Proposed Rule 980NYP(d)(3)(B)(iii), entitled ``Auction 
Allocation,'' would describe how auction interest is ranked and 
allocated on Pillar. As proposed, ECOs that are eligible to participate 
in the ECO Opening (or Reopening) Auction Process (i.e., are executable 
against the ECO Auction Price) would be ranked as provided in Rule 
964NYP(c)-(g) and would trade with ECOs priced better than the ECO 
Auction Price based on ranking and would trade with ECOs priced at the 
ECO Auction Price per Rule 964NYP(j).\59\ This proposed text is based 
in part on current Rule 980NY(c)(i)(B).\60\
---------------------------------------------------------------------------

    \59\ See Rule 980NY(c)(i)(B) (providing in relevant part that, 
``[i]n determining order priority, the CME gives first priority to 
[ECOs] whose net debit/credit price is better than the market 
clearing price, and then to [ECOs] priced at the market clearing 
price.'').
    \60\ See proposed Rule 980NYP(d)(3)(B)(iii)(a)-(b), 
respectively.
---------------------------------------------------------------------------

     Proposed Rule 980NYP(d)(4) is identical to Arca Options 
Rule 6.91P-O(d)(4) and would describe the ``ECO Order Processing during 
ECO Opening Auction Process.'' As proposed, new ECOs and ECO Order 
Instructions (as defined in proposed Rule 980NYP(a)(6) described above) 
that are received when the Exchange is conducting the ECO Opening 
Auction Process for the complex strategy would be accepted but would 
not be processed until after the conclusion of this process. As further 
proposed, and identical to Arca Options Rule 6.91P-O(d)(4)(A)-(B), when 
the Exchange is conducting the ECO Opening Auction Process, ECO Order 
Instructions would be processed as follows:
    [cir] Proposed Rule 980NYP(d)(4)(A) is identical to Arca Options 
Rule 6.91P-O(d)(4)(A) and would provide that an ECO Order Instruction 
received during the ECO Opening Auction Process would not be processed 
until after this process concludes if it relates to an ECO that was 
received before the process begins and that any subsequent ECO Order 
Instruction(s) relating to such ECO would be rejected if received 
during the ECO Opening Auction Process when a prior ECO Order 
Instruction is pending.
    [cir] Proposed Rule 980NYP(d)(4)(B) is identical to Arca Options 
Rule 6.91P-O(d)(4)(B) and would provide that an ECO Order Instruction 
received during the ECO Opening Auction Process would be processed on 
arrival if it relates to an order that was received during this 
process.
    Proposed Rule 980NYP(d)(4), like Arca Options Rule 6.91P-O(d)(4), 
would provide transparency regarding how ECO Order Instructions that 
arrived during the ECO Opening Auction Process would be processed.
    Proposed Rule 980NYP(d)(5) is identical to Arca Options Rule 6.91P-
O(d)(5) and would describe the ``Transition to continuous trading'' 
after the ECO Opening Auction Process. As proposed, after the ECO 
Opening Auction, ECOs would be subject to ECO Price Protection, per 
proposed Rule 980NYP(g)(2) (as described below) and, if eligible to 
trade, would trade as follows:
    [cir] Proposed Rule 980NYP(d)(5)(A) is identical to Arca Options 
Rule 6.91P-O(d)(5)(A) and would provide that ECOs received before the 
complex strategy was opened that did not trade in whole in the ECO 
Opening Auction Process and that lock or cross other ECOs or leg 
markets in the Consolidated Book would trade pursuant to proposed Rule 
980NYP(e) (discussed below) regarding the handling of ECOs during Core 
Trading Hours; otherwise, such ECOs would be added to the Consolidated 
Book. This provision is based on the (last sentence) of current Rule 
980NY(c)(i)(B) and (C), with non-substantive differences to use Pillar 
terminology.
    [cir] Proposed Rule 980NYP(d)(5)(B) is identical to Arca Options 
Rule 6.91P-O(d)(5)(B) and would provide that ECOs received during the 
ECO Opening Auction Process would be processed in time sequence 
relative to one another based on original entry time. This proposed 
rule is consistent with functionality not described in the current 
rule.
    Execution of ECOs During Core Trading Hours. Proposed Rule 
980NYP(e) would describe how ECOs would be processed during Core 
Trading Hours. Proposed Rule 980NYP(e)(1) is identical to Arca Options 
Rule 6.91P-O(e)(1) and would provide that once a complex strategy is 
open for trading, an ECO would trade with the best-priced contra-side 
interest as follows:
     Proposed Rule 980NYP(e)(1)(A) is identical to Arca Options 
Rule 6.91P-O(e)(1)(A), except that it cross-references American Pillar 
Priority Rule 964NYP, and relates to the priority of the leg markets 
over ECOs at a price. As proposed, if, at a price, the leg markets can 
trade with an eligible ECO,\61\ in full or in a permissible ratio, the 
leg markets would trade first at that price, pursuant to Pillar Rule 
964NYP,\62\ until the quantities on the leg markets are insufficient to 
trade with the ECO. Once the leg market interest, at a price, is 
exhausted, such ECO would trade with same-priced contra-side ECOs 
resting in the Consolidated Book, pursuant to Rule 964NYP. This 
functionality is based on Rule 980NY(c)(ii), with the difference that 
the leg markets always have priority at a price.\63\ In addition to 
being identical to Arca Options, this proposed functionality of 
affording leg markets priority at a price is consistent with 
functionality available on other options exchanges.\64\
---------------------------------------------------------------------------

    \61\ See proposed Rule 980NYP(e)(1)(C) and (D) (for a 
description of ECOs that are not eligible to trade with the leg 
markets).
    \62\ See Pillar Rule 964NYP, Order Ranking, Display, and 
Allocation, which sets forth priority and allocation of trading 
interest on Pillar and will replace current Rule 964NY).
    \63\ See Rule 980NY(c)(ii) (providing that if, at a price, the 
leg markets can execute against an incoming ECO in full (or in a 
permissible ratio), and each leg includes Customer interest, the leg 
markets will have first priority at that price ahead of same-priced 
ECOs resting in the Consolidated Book. In contrast to current Rule 
980NY(c)(ii), Pillar will afford the leg markets priority without 
requiring that ``each leg'' of an incoming ECO contain Customer 
interest. See, infra, proposed Rule 980NYP(c) (regarding Priority 
and Pricing of ECOs).
    \64\ See Arca Options Rule 6.91P-O(e)(1)(A). See also supra note 
5, Arca Options ECO Approval Order, 86 FR 43704, at 43709 
(discussing substantively the same functionality available on BOX 
Options Exchange wherein certain Complex Orders trade at the same 
price as the best-priced interest in the BOX Book after such 
eligible leg interest has been exhausted and providing a trading 
example of allocation per Rule 6.91P-O(e)(1)(A)).
---------------------------------------------------------------------------

    Like on Arca Options, the Exchange believes that proposed Rule 
980NYP(e)(1)(A) would benefit market participants because it is 
designed to protect the priority of orders on the leg markets by 
requiring an ECO to execute first against interest on the leg markets 
at the best price to the extent possible, i.e., in full or in a 
permissible ratio, and only then permitting an ECO to execute against 
another ECO at that price. Thus, following the executions against the 
best-priced interest on the leg markets, an ECO would no longer be 
executable against interest on the leg markets at the best price 
because the leg markets

[[Page 40902]]

would lack sufficient quantity to fill the ECO in a permissible ratio 
at that price. Absent this provision in proposed Rule 980NYP(e)(1)(A), 
the Exchange believes that otherwise executable ECOs at the leg market 
price would lose execution opportunities without any benefit to 
interest on the leg markets, which is unable to trade with the ECO at 
that price. Because orders are executable against each other only when 
both the price and the quantity of the orders match, the Exchange 
believes it is appropriate (and does not deny leg markets priority) to 
allow ECOs to trade with other ECOs at the leg market price when such 
eligible leg market interest at that price has been exhausted.
     Proposed Rule 980NYP(e)(1)(B) is identical to Arca Options 
Rule 6.91P-O(e)(1)(B) and would provide that an ECO would not trade 
with orders in the leg markets designated as AON, FOK, or with an MTS 
modifier. This proposed text would be new and is based in part on 
existing functionality (for AON and FOK) and reflects the Exchange's 
proposed treatment under Pillar of its new MTS modifier for orders in 
the leg markets.\65\ Consistent with current functionality, orders with 
an AON, FOK, or (new) MTS modifier are conditional and, by design, will 
miss certain execution opportunities. The Exchange believes that this 
proposed rule would simplify the operation of electronic complex order 
trading and would add clarity and transparency that ECOs would not 
trade with orders that have conditional size-related instructions.
---------------------------------------------------------------------------

    \65\ The Exchange proposes to adopt the Minimum Trade Size or 
MTS Modifier in proposed Rule 900.3NYP(i)(3). See the American 
Pillar Omnibus Filing. The Exchange represents that these proposed 
order types will function in a manner substantively the same as is 
described in current Arca Options Rule 6.62P-O(i)(3). See id.
---------------------------------------------------------------------------

     Proposed Rule 980NYP(e)(1)(C) is identical to Arca Options 
Rule 6.91P-O(e)(1)(C) and would provide that an ECO designated as 
Complex Only would be eligible to trade solely with another ECO and 
would not trade with the leg markets. In addition to Arca Options, 
other options exchanges likewise offer Complex Orders that trade only 
with Complex Orders.\66\
---------------------------------------------------------------------------

    \66\ See proposed Rule 980NYP(e)(1)(C). See, e.g., Cboe Rule 
5.33(a) (defining ``Complex Only'' order as an ECO ``that a [Cboe] 
Market-Maker may designate to execute only against complex orders in 
the COB and not Leg into the Simple Book''). The proposed Complex 
Only Order (like its predecessor PNP Plus Order) would be available 
to all market participants.
---------------------------------------------------------------------------

    As further proposed, an ECO designated as Complex Only must trade 
at a price at or within the DBBO; provided that, if the DBB (DBO) is 
calculated using the Exchange BBO for all legs of the complex strategy 
and all such Exchange BBOs have displayed Customer interest, the 
Complex Only Order would not trade below (above) one penny ($0.01) 
times the smallest leg ratio inside the DBB (DBO), regardless of 
whether there is sufficient quantity on such leg markets to satisfy the 
ECO.\67\ This proposed requirement is designed to ensure that, if there 
is displayed Customer interest on all legs of the strategy on the 
Exchange, a Complex Only Order would price improve at least some 
portion of such interest making up the DBBO. Thus, like on Arca 
Options, a Complex Only Order does not get the benefit of the priority 
treatment set out in proposed Rule 980NYP(e)(1)(A). If a Complex Only 
Order is unable to trade within the aforementioned price parameters, it 
would remain on the Consolidated Book until it can trade with another 
ECO per the requirements of proposed Rule 980NYP(e)(1)(C). The Exchange 
believes that allowing Complex Only Orders to trade up to the DBBO 
unless there is displayed Customer interest on all legs of the strategy 
on the Exchange at the DBBO (as described above), provides market 
participants additional trading opportunities while still protecting 
displayed Customer interest on the Exchange.
---------------------------------------------------------------------------

    \67\ See proposed Rule 980NYP(e)(1)(C). Because Complex Only 
Orders would never trade with the leg markets, whether there is 
sufficient quantity at the displayed Customer price is irrelevant to 
the operation of this order type.
---------------------------------------------------------------------------

    The proposed operation of the Complex Only Order, insofar as it 
protects displayed Customer interest in the leg markets when an ECO 
trades with another ECO, is consistent with current functionality.\68\ 
The proposed order type is identical to and would operate in the exact 
same manner as Complex Only Orders available per Arca Options Rule 
6.91P-O(e)(1)(C) and is therefore not new or novel.
---------------------------------------------------------------------------

    \68\ See Rule 980NY, Commentary .02(i) (providing that, when 
executing an ECO, if each leg of the contra-side Derived BBO for the 
components of the ECO includes Customer interest, the price of at 
least one leg of the order must trade at a price that is at least 
one cent ($0.01) better than the corresponding price of all customer 
bids or offers in the Consolidated Book for the same series).
---------------------------------------------------------------------------

     Proposed Rules 980NYP(e)(1)(D)(i)-(iii) are identical to 
Arca Options Rules 6.91P-O(e)(1)(D)(i)-(iii) and would provide that 
ECOs with any one of the following complex strategies would be 
ineligible to trade with the leg markets and would be processed as a 
Complex Only Order:
    [cir] a complex strategy with more than five legs;
    [cir] a complex strategy with two legs and both legs are buying or 
both legs are selling, and both legs are calls or both legs are puts; 
or
    [cir] a complex strategy with three or more legs and all legs are 
buying or all legs are selling.
    The proposal to restrict ECOs with more than five legs from trading 
with the leg markets (and being treated as Complex Only Orders), per 
proposed Rule 980NYP(e)(1)(D)(i), would be new functionality under 
Pillar and, like on Arca Options, is designed to help Market Makers 
manage risk. Because the execution of a multi-legged ECO is a single 
transaction, comprised of discrete legs that must all trade 
simultaneously, allowing ECOs with more than five legs to trade with 
the leg markets may allow a multi-legged transaction to occur before a 
Market Maker's risk settings would be triggered. This proposed 
limitation is designed to prevent such multi-legged transactions, which 
would help ensure that Market Makers continue to provide liquidity and 
do not trade above their established risk tolerance levels. In addition 
to Arca Options, this restriction is also consistent with similar 
limits established on other options exchanges.\69\
---------------------------------------------------------------------------

    \69\ See, e.g., Cboe Rule 5.33(g) (providing that ECOs may be 
restricted from trading with the leg markets if such ECO has more 
than a maximum number of legs, which maximum the Exchange determines 
on a class-by-class basis and may be two, three, or four).
---------------------------------------------------------------------------

    Proposed Rules 980NYP(e)(1)(D)(ii)-(iii), which treat ECOs with 
certain complex strategies as Complex Only Orders, is based in part on 
current Rule 980NY(d)(4)(i)-(ii), with a difference that currently, 
such so-called ``directional strategies'' are rejected. The proposed 
handling under Pillar, which is the same as on Arca Options, would be 
less restrictive than the current rule because such strategies would 
not be rejected and is consistent with the treatment of such complex 
strategies on other options exchanges.\70\ As with the proposal to 
restrict ECOs with more than five legs trading with the leg markets, 
this proposed restriction is also designed to ensure that Market Maker 
risk settings would not be bypassed. Because ECOs with directional 
strategies are typically geared towards an aggressive directional 
capture of volatility, such ECOs can represent significantly more risk 
than trading any one of the legs in isolation. As such, because Market 
Maker risk settings are

[[Page 40903]]

only triggered after the entire ECO package has traded, the Exchange 
believes this proposed rule change would help ensure fair and orderly 
markets by preventing such orders from trading with the leg markets, 
which would minimize risk to Market Makers.
---------------------------------------------------------------------------

    \70\ See, e.g., Nasdaq ISE Options 3, Section 14 (d)(3)(A)-(B) 
(providing that ECOs with these complex strategies may trade only 
with other ECOs).
---------------------------------------------------------------------------

    Proposed Rule 980NYP(e)(2) is identical to Arca Options Rule 6.91P-
O(e)(2) and would provide that the Exchange would evaluate trading 
opportunities for a resting ECO when the leg markets comprising a 
complex strategy update, provided that during periods of high message 
volumes, such evaluation may be done less frequently. The Exchange 
believes that this proposed rule promotes transparency of the frequency 
with which the Exchange would be evaluating the leg markets for 
updates.
    The Exchange believes the proposed handling of ECOs during Core 
Trading, which handling is identical to Arca Options, is reasonably 
designed to facilitate increased interaction between orders on the leg 
markets and ECOs, and to do so in such a manner as to ensure a dynamic, 
real-time trading mechanism that maximizes the opportunity for trade 
executions for both ECOs and orders on single option series.
    Execution of ECOs During a COA. Proposed Rule 980NYP(f) would 
describe how ECOs would trade during a COA. The COA Process is 
currently described in Rule 980NY(e). Under Pillar, the Exchange 
proposes to modify the COA process, including by relying on the DBBO 
(as described above) for pricing, allowing a COA Order to initiate a 
COA only on arrival, and streamlining the rule text describing the 
circumstances that would cause an early end to a COA. The proposed COA 
Process is the same as is set forth in Arca Options Rule 6.91P-O(f), 
except (as noted below) regarding the allocation of a COA Order, which 
follows the Exchange's Customer priority/pro rata scheme (i.e., per 
Pillar Rule 964NYP).\71\
---------------------------------------------------------------------------

    \71\ In particular, proposed Rules 980NYP(f), (f)(1)-(3), and 
(f)(4)(B)-(C) are identical to Arca Options Rules 6.91P-O(f), 
(f)(1)(3), and (f)(4)(B)-(C); whereas proposed Rule 980NYP(f)(4)(A) 
and (f)(A)(i), which sets forth the Allocation of COA Orders, 
differs from Arca Options Rules 6.91P-O(f)(4)(A) given the distinct 
priority and allocation models of each options exchange.
---------------------------------------------------------------------------

    Proposed Rule 980NYP(f) is identical to Arca Options Rule 6.91P-
O(f) and would provide that a COA Order received when a complex 
strategy is open for trading and that satisfies the requirements of 
paragraph (f)(1) of the proposed Rule would initiate a COA only on 
arrival after trading with eligible interest per proposed Rule 
980NYP(f)(2)(A) (described below). As further proposed, and like on 
Arca Options, a COA Order would be rejected if entered during a pre-
open state or if entered during Core Trading Hours with a time-in-force 
of FOK or GTX. This proposed order handling is based in part on current 
Rule 980NY(e)(1)(ii), which requires that COA Orders be submitted 
during Core Trading Hours. The proposed rejection of such orders during 
a pre-open state is identical to handling on Arca Options and is 
consistent with the Exchange's proposed functionality that a COA Order 
would initiate a COA only on arrival. In addition, the proposal would 
clarify that COA Orders designated as FOK or GTX would be rejected, 
even if submitted during Core Trading Hours, is based on current 
functionality and this addition would add further detail and 
clarification to the rule text. Finally, as further proposed and like 
on Arca Options, only one COA may be conducted at a time in a complex 
strategy, which is identical to text in current Rule 980NY(e)(3).
     Proposed Rule 980NYP(f)(1), which is identical to Arca 
Options Rule 6.91P-O(f)(1), would describe the conditions required for 
the ``Initiation of a COA.'' As proposed, to initiate a COA, the limit 
price of the COA Order to buy (sell) must be higher (lower) than the 
best-priced, same-side ECOs resting on the Consolidated Book and equal 
to or higher (lower) than the midpoint of the DBBO, which is designed 
to encourage aggressively-priced COA Orders and, in turn, to attract a 
meaningful number of RFR Responses to potentially provide price 
improvement of the COA Order's limit price. This proposed text is based 
in part on current Rule 980NY(e)(3)(i), with a difference to add a new 
``midpoint of the DBBO'' requirement to reflect this new concept under 
Pillar. As further proposed, and like on Arca Options, a COA Order that 
does not satisfy these pricing parameters would not initiate a COA and, 
unless it is cancelled (i.e., if an IOC), such order would be ranked in 
Consolidated Book and processed as an ECO, per proposed Rule 980NYP(e) 
(described above). This would be new under Pillar, as current Rule 
980NY(e)(3) allows an order designated for COA to reside on the 
Consolidated Book unless or until such order meets the requisite 
pricing conditions to initiate a COA. The Exchange believes this 
proposed change, which mirrors Arca Options, would simplify the COA 
process and promote the orderly initiation of COAs, which is essential 
to maintaining a fair and orderly market for ECOs.
    Finally, as proposed and like on Arca Options, once a COA is 
initiated, the Exchange would disseminate a Request for Response 
message, the Response Time Interval would begin and, during such 
interval, the Exchange would accept RFR Responses, including COA GTX 
Orders. This proposed text is based on current functionality set forth 
in Rule 980NY(e), with non-substantive differences to use Pillar 
terminology, including using the new Pillar term for COA GTX Orders.
     Proposed Rule 980NYP(f)(2), which is identical to Arca 
Options Rule 6.91P-O(f)(2), would describe the ``Pricing of a COA.'' As 
proposed, a COA Order to buy (sell) would initiate a COA at its limit 
price, unless its limit price locks or crosses the DBO (DBB), in which 
case it would initiate a COA at a price equal to one penny ($0.01) 
times the smallest leg ratio inside the DBO (DBB) (the ``COA initiation 
price''). This proposed functionality, which utilizes the new concept 
of a DBBO, is consistent with current functionality (that relies on the 
substantively similar concept of Complex BBO (per Rule 900.2NY) and 
ensures that (consistent with current functionality) interest on the 
leg markets maintain priority.
    [cir] Proposed Rule 980NYP(f)(2)(A) is identical to Arca Options 
Rule 6.91P-O(f)(2)(A) and would provide that prior to initiating a COA, 
a COA Order to buy (sell) would trade with any ECO to sell (buy) 
resting in the Consolidated Book that is priced equal to or lower 
(higher) than the DBO (DBB), unless the DBO (DBB) is calculated using 
the Exchange BBO for all legs of the complex strategy and all such 
Exchange BBOs have displayed Customer interest, in which case the COA 
Order would trade up (down) to one penny ($0.01) times the smallest leg 
ratio inside the DBO (DBB) (i.e., priced better than the leg markets) 
and any unexecuted portion of such COA Order would initiate a COA. This 
proposed rule is based on current Rule 980NY(e)(2) with a difference to 
use the Pillar concept of DBBO rather than refer to the contra-side 
Complex BBO and to specify that the COA Order must price improve the 
DBBO when there is displayed Customer interest on the Exchange leg 
markets, as noted above.
    [cir] Proposed Rule 980NYP(f)(2)(B) is identical to Arca Options 
Rule 6.91P-O(f)(2)(B) and would provide that a COA Order would not be 
eligible to trade with the leg markets until after the COA ends, which 
added detail, while not explicitly stated in the current rule, is 
consistent with current functionality described in Rules 980NY(e)(7)(A) 
and (B) that only RFR Responses (i.e., GTX orders) and ECOs will be 
allocated in a

[[Page 40904]]

COA and that the COA Order would not trade with the leg markets until 
after the COA allocations.
     Proposed Rule 980NYP(f)(3) is identical to Arca Options 
Rule 6.91P-O(f)(3) and would set forth the conditions that would result 
in the ``Early End to a COA'' (i.e., a COA ending prior to the 
expiration of the Response Time Interval), which conditions are 
consistent with current Rule 980NY(e)(6) as described below. Currently, 
as described in Rule 980NY(e)(3), the Exchange takes a snapshot of the 
Derived BBO at the start of a COA and uses that snapshot as the basis 
for determining whether to end a COA early.
    Under Pillar and like on Arca Options, the Exchange would no longer 
use a snapshot of the Derived BBO as the basis for determining whether 
to end a COA early but would instead rely on the DBBO (calculated per 
proposed Rule 980NYP(a)(5)), which is updated as market conditions 
change (including during the Response Time Interval).\72\ The Exchange 
believes relying on the DBBO is appropriate and would benefit investors 
as it would provide real-time trading information that includes an 
additional layer of price protection for ECO trading as the DBBO is 
based on Exchange BBOs, when available, or the ABBO. The Exchange 
proposes a COA would end early under the following conditions:
---------------------------------------------------------------------------

    \72\ As discussed infra regarding proposed Rule 980NYP(a)(5) and 
the definition of the Derived BBO, ``the DBBO will be updated as the 
Exchange BBO or ABBO, as applicable, is updated''.
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(f)(3)(A) is identical to Arca Options 
Rule 6.91P-O(f)(3)(A) and would provide that a COA would end early if 
the Exchange receives an incoming ECO or COA Order to buy (sell) in the 
same complex strategy that is priced higher (lower) than the initiating 
COA Order to buy (sell), which proposed text is based on current Rule 
980NY(e)(6)(B)(i) without any substantive differences.
    [cir] Proposed Rule 980NYP(f)(3)(B) is identical to Arca Options 
Rule 6.91P-O(f)(3)(B) and would provide that a COA would end early if 
the Exchange receives an RFR Response that locks or crosses the DBBO on 
the same-side as the COA Order, which proposed text is based on current 
Rule 980NY(e)(6)(A)(i), except (as noted above) it refers to the DBBO 
rather than the ``initial Derived BBO.''
    [cir] Proposed Rule 980NYP(f)(3)(C) is identical to Arca Options 
Rule 6.91P-O(f)(3)(C) and would provide that a COA would end early if 
the leg markets update causing the DBBO on the same-side as the COA 
Order to lock or cross (i) any RFR Response(s) or (ii) if no RFR 
Responses have been received, the best-priced, contra-side ECOs. This 
proposed rule is based in part on current Rule 980NY(e)(6)(C)(i), with 
differences to use Pillar terminology, including reference to the DBBO.
    [cir] Proposed Rule 980NYP(f)(3)(D) is identical to Arca Options 
Rule 6.91P-O(f)(3)(D) and would provide that a COA would end early if 
the leg markets update causing the contra-side DBBO to lock or cross 
the COA initiation price. This proposed rule is based in part on 
current Rule 980NY(e)(6)(C)(ii), except that it would refer to the DBBO 
and the COA initiation price, which would be new concepts under Pillar.
    Because the DBBO may be calculated using the ABBO for a given leg, 
the Exchange notes that it would be new under Pillar to have a COA end 
early based on (locking or crossing) market conditions outside of the 
Exchange. The Exchange believes this proposed functionality would 
benefit market participants by preventing COA Orders from executing at 
prices too far away from the prevailing market for that complex 
strategy. In addition, the Exchange believes this proposed 
functionality would promote internal consistency and benefit market 
participants because, as proposed, the execution of ECOs on the 
Exchange, including whether such ECO may initiate a COA as a COA Order, 
is based on the DBBO. As such, the Exchange believes it is appropriate 
and to the benefit of market participants that the early termination of 
a COA likewise be based on the DBBO--regardless of whether the prices 
used to calculate such DBBO include (or consist entirely of) ABBO 
prices.
     Proposed Rule 980NYP(f)(4) would set forth the 
``Allocation of COA Orders'' after a COA either ends early or after the 
expiration of the Response Time Interval. Current Rule 980NY(e)(7)(A) 
sets forth that the COA-eligible orders are allocated against RFR 
Responses, beginning with the best-priced RFR Responses on a ``size pro 
rata basis,'' as that concept is defined in Rule 964NY(b)(3), based on 
the ``Derived BBO''.\73\ On Pillar, however, for internal consistency, 
the DBBO (per proposed Rule 980NYP(a)(5)) establishes the parameters 
within which a COA Order may trade and RFR Responses would trade with 
the COA Order in according with Pillar Rule 964NYP--such that, at a 
price, Customer RFR Responses would trade in time and non-Customer RFR 
Responses would (continue to) trade size pro rata as described 
below.\74\
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    \73\ See Rule 980NY(e)(7)(A) (providing that the COA-Eligible 
Order will execute against ``RFR Responses and [ECOs] to buy (sell) 
that are priced higher (lower) than the initial Derived BBO will be 
eligible to trade first with the COA-eligible order, beginning with 
the highest (lowest), at each price point, on a Size Pro Rata basis 
pursuant to Rule 964NY(b)(3), provided that [ECOs] on behalf of 
Customers will have priority over same priced [ECOs] for non-
Customers.''). See Rule 900.2NY (defining Derived BBO as being 
``calculated using the BBO from the Consolidated Book for each of 
the options series comprising a given complex order strategy'').
    \74\ See, e.g., Pillar Rule 964NYP(i) and (j) (setting for the 
size pro rata formula and describing how resting orders and quotes 
are allocated on Pillar, respectively).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(f)(4)(A) would provide that RFR 
Responses to sell (buy) that are priced equal to or lower (higher) than 
a COA Order to buy (sell) would trade with the COA Order down (up) to 
the DBB (DBO); provided, however, that if all legs of the DBB (DBO) are 
calculated using Exchange BBOs and all such Exchange BBOs have 
displayed Customer interest, RFR Responses to sell (buy) would not 
trade below (above) one penny ($0.01) times the smallest leg ratio 
inside the DBB (DBO). This proposed rule would ensure that the COA 
Order would not trade at a worse price than the leg markets and would 
price improve the DBBO where there is displayed Customer interest on 
all legs of the complex strategy on the Exchange, which is consistent 
with current Commentary .02(ii) to Rule 980NY.\75\
---------------------------------------------------------------------------

    \75\ See Rule 980NY, Commentary .02(ii) (providing that, when 
executing an ECO in a class that has been designated as eligible for 
a COA, if each leg of the contra-side Derived BBO--calculated using 
the BBO from the Consolidated Book for each of the options series 
comprising a given complex order strategy per Rule 900.2NY-- for the 
components of the ECO includes Customer interest, the price of at 
least one leg of the order must ``trade at a price that is better 
than the corresponding price of all customer bids or offers in the 
Consolidated Book for the same series, by at least one standard 
trading increment as defined in Rule 960NY,'' which minimum trading 
increment is one cent ($0.01). See Rule 960NY(b).
---------------------------------------------------------------------------

    [ssquf] Proposed Rule 980NYP(f)(4)(A)(i) would specify that ``[t]he 
COA Order will trade with the best priced contra-side interest and, 
within each priority category, will trade first with Customer RFR 
Responses in time priority, followed by non-Customer RFR Responses on a 
size pro rata basis pursuant to Rule 964NYP(i)'' and that ``Non-
Customer RFR Responses will be capped at the remaining size of the COA 
Order for purposes of size pro rata allocation.'' \76\ The proposed 
text is based in part on current Rule

[[Page 40905]]

980NY(e)(7)(A) insofar as it ensures that the COA Order would trade 
with the best-priced RFR Responses received in the COA, beginning with 
Customer interest at a price followed by same-priced non-Customer 
interest. The proposed text would also include the additional detail 
that the COA Order will trade with the best-priced interest within each 
Pillar priority category per Pillar Rule 964NYP and that non-Customer 
RFR Responses are capped at the remaining size of the COA Order for 
purposes of pro rata allocation, which is consistent with current 
functionality as relates to non-Customer RFR Responses.\77\ The 
Exchange therefore believes this proposed allocation would promote 
clarity, transparency, and internal consistency to Exchange rules.
---------------------------------------------------------------------------

    \76\ See Pillar Rule 964NYP(i) (which sets forth the size pro 
rata allocation formula applicable to trading on Pillar, which 
formula is identical to the formula set forth in current Rule 
964NY(b)(3)).
    \77\ The Exchange notes that the proposal to trade Customer RFR 
Responses based on time and non-Customer RFR Responses on a size pro 
rata basis is also consistent with the Exchange's current (pre-
Pillar) handling of resting interest that is not traded in a COA. 
See Rules 964NY(b)(2)(A) (regarding priority of displayed Customer 
interest based on time) and (b)(2)(D) (providing that non-Customer 
interest is subjected to pro rata allocation). As noted herein, the 
proposed handling of Customer and non-Customer RFR Responses is also 
consistent with Pillar Rule 964NYP(h)(3) (regarding non-Customers in 
``size pro rata pool'') and (j) (regarding allocation of Customer 
and non-Customer interest).
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(f)(4)(B) is identical to Arca Options 
Rule 6.91P-O(f)(4)(B) and would provide that after COA allocations 
pursuant to paragraph (f)(4)(A) of this proposed Rule, any unexecuted 
balance of a COA Order (including COA Orders designated as IOC) would 
be eligible to trade with any contra-side interest, including the leg 
markets unless the COA Order is designated or treated as a Complex Only 
Order. This proposed text is based on existing functionality and makes 
explicit that a COA Order would trade solely with complex interest (and 
not the leg markets) during a COA. This proposed rule is designed to 
provide clarity and transparency that the remaining balance of a COA 
Order would be eligible to trade with the leg markets after the COA 
ends.
    [cir] Proposed Rule 980NYP(f)(4)(C) is identical to Arca Options 
Rule 6.91P-O(f)(4)(C) and would provide that after a COA Order trades 
pursuant to proposed Rule 980NYP(f)(4)(B), any unexecuted balance of a 
COA Order that is not cancelled (i.e., if an IOC) would be ranked in 
the Consolidated Book and processed as an ECO pursuant to paragraph (e) 
of this Rule. The proposed text is based on current Rule 980NY(e)(7)(B) 
without any substantive differences.
     Proposed Rule 980NYP(f)(5) is identical to Arca Options 
Rule 6.91P-O(f)(5) and would set forth ``Prohibited Conduct related to 
COAs,'' and is based on the first sentence of current Commentary .04 to 
Rule 980NY with one substantive differences: to add reference to 
quotes, and would provide that a pattern or practice of submitting 
``unrelated quotes or orders that cause a COA to conclude early would 
be deemed conduct inconsistent with just and equitable principles of 
trade,'' \78\ which addition would broaden the scope of ``Prohibited 
Conduct'' to the benefit of market participants and would also add 
clarity and transparency to Exchange rules.
---------------------------------------------------------------------------

    \78\ See proposed Rule 980NYP(f)(5) (emphasis added). In 
addition, rather than copy into proposed Rule 980NYP the second 
sentence of current Rule 980NY, Commentary .04, which provides that 
dissemination of information related to COA Orders to third parties 
would also be deemed as conduct inconsistent with just and equitable 
principles of trade, the Exchange proposes to add more expansive 
language regarding this prohibited conduct to the order exposure 
rule. See infra for discussion of proposed change to Rule 935NY.
---------------------------------------------------------------------------

    ECO Risk Checks. Proposed Rule 980NYP(g) would describe the ``ECO 
Risk Checks,'' which are designed to help ATP Holders to effectively 
manage risk when trading ECOs. Current Commentaries .03, .05, and .06 
of Rule 980NY set forth the existing risk checks for ECOs. The proposed 
ECO Risk Checks set forth in Rule 980NYP(g)(1)-(3) are identical to and 
would operate in the same manner as set forth in Arca Options Rule 
6.91P-O(g)(1)-(3).
    With the transition to Pillar and like on Arca Options, the 
Exchange proposes to modify and enhance its existing risk checks for 
ECOs, as follows:
     Proposed Rule 980NYP(g)(1) is identical to Arca Options 
Rule 6.91P-O(g)(1) and would set forth the ``Complex Strategy Limit.'' 
As proposed, the Exchange would establish a limit on the maximum number 
of new complex strategies that may be requested to be created per 
Market Participant Identifier or MPID, which limit would be announced 
by Trader Update.\79\ As further proposed, when an MPID reaches the 
limit on the maximum number of new complex strategies, the Exchange 
would reject all requests to create new complex strategies from that 
MPID for the rest of the trading day. In addition, and notwithstanding 
the established Complex Strategy Limit, the Exchange proposes that it 
may reject a request to create a new complex strategy from any MPID 
whenever the Exchange determines it is necessary in the interests of a 
fair and orderly market.
---------------------------------------------------------------------------

    \79\ Per Rule 900.2NY, an MPID refers to ``the identifier 
assigned to the orders and quotes of a single ATP Holder for the 
execution and clearing of trades on the Exchange by that permit 
holder.'' An ATP Holder may obtain multiple MPIDs and each such MPID 
may be associated with one or more sub-identifiers of that MPID.'' 
See id.
---------------------------------------------------------------------------

    This is proposed functionality is conceptually the same as the 
Complex Order Table Cap (the ``Cap''), set forth in Commentary .03 to 
Rule 980NY, which Cap (like the Complex Strategy Limit), would help 
maintain a fair and orderly market because it would operate as a system 
protection tool that enables the Exchange to prevent any single MPID 
from creating more than a limited number of complex strategies during 
the trading day. This proposed Cap is identical to Arca Options Rule 
6.91P-O(g)(1). In addition to being identical to the Complex Strategy 
Limit on Arca Options, the Exchange also notes that other options 
exchanges likewise impose a limit on new complex order strategies.\80\
---------------------------------------------------------------------------

    \80\ See, e.g., Cboe Rule 5.33(a) (providing, in its definition 
of ``complex strategy'' that Cboe ``may limit the number of new 
complex strategies that may be in the [Cboe] System at a particular 
time'') and MIAX Rule 518(a)(6) (providing, in its definition of 
``complex strategy'' that MIAX ``may limit the number of new complex 
strategies that may be in the System at a particular time and will 
communicate this limitation to Members via Regulatory Circular'').
---------------------------------------------------------------------------

     Proposed Rule 980NYP(g)(2) is identical to Arca Options 
Rule 6.91P-O(g)(2) and would set forth the ECO Price Protection. The 
existing ECO ``Price Protection Filter'' is set forth in Commentary .05 
to current Rule 980NY (the ``ECO Filter''). The proposed ``ECO Price 
Protection'' on Pillar would work similarly to how the current ECO 
price protection mechanism functions on the Exchange because an ECO 
would be rejected if it is priced a specified percentage away from the 
contra-side Complex NBB or NBO.\81\ However, on Pillar, the Exchange 
proposes to use new thresholds and reference prices, which would 
simplify the existing price check, but because this functionality is 
identical to Arca Options Rule 6.91P-O(g)(2), this change would also 
add uniformity to Exchange options platforms. Although the mechanics of 
the ECO Price Protection would vary slightly from the existing Price 
Protection Filter, the goal of this feature would remain the same: to 
prevent the execution of ECOs that are priced too far away from the 
prevailing market for the same strategy and therefore potentially 
erroneous. Whereas the Away Market Deviation (vis a vis a DBBO based on 
an Exchange BBO) is designed to make sure that ECOs do not trade too 
far away from the prevailing market, the ECO

[[Page 40906]]

Order Protection as proposed (and as is the case today) is to prevent 
the execution of ECOs that were potentially (inadvertently) entered at 
prices too far away from the prevailing market and, as such, this 
mechanism protects the order sender from itself.
---------------------------------------------------------------------------

    \81\ As noted above, the Exchange proposes to define the Complex 
NBBO as the derived national best bid and derived national best 
offer for a complex strategy calculated using the NBB and NBO for 
each component leg of a complex strategy. See proposed Rule 
980NYP(a)(2).
---------------------------------------------------------------------------

    Proposed Rule 980NYP(g)(2)(A) is identical to Arca Options Rule 
6.91P-O(g)(2)(A) and would provide that each trading day, an ECO to buy 
(sell) would be rejected or cancelled (if resting) if it is priced a 
Specified Threshold amount or more above (below) the Reference Price 
(as described below), subject to proposed paragraphs (g)(2)(A)(i)-(v) 
of the Rule as described below. Because ECO Price Protection would be 
applied each trading day, an ECO designated GTC would be re-evaluated 
for ECO Price Protection on each day that it is eligible to trade and 
would be cancelled if the limit price is equal to or through the 
Specified Threshold.\82\
---------------------------------------------------------------------------

    \82\ As noted here, the Exchange proposes to offer GTC Orders on 
Pillar, which order type would operate in the same manner as per 
current Rule 900.3NY. See the American Pillar Omnibus Filing.
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(g)(2)(A)(i) is identical to Arca Options 
Rule 6.91P-O(g)(2)(A)(i) and would provide that an ECO that arrives 
when a complex strategy is open for trading would be evaluated for ECO 
Price Protection on arrival.
    Proposed Rule 980NYP(g)(2)(A)(ii) is identical to Arca Options Rule 
6.91P-O(g)(2)(A)(ii) and would provide that an ECO received during a 
pre-open state would be evaluated for ECO Price Protection after the 
ECO Opening Auction Process concludes.\83\
---------------------------------------------------------------------------

    \83\ See discussion infra regarding proposed Rule 980NYP(d), 
which describes the ECO Opening Auction Process (or Reopening after 
a Trading Halt) as well as the concepts of ECO Auction Collars and 
ECO Auction Price.
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(g)(2)(A)(iii) is identical to Arca 
Options Rule 6.91P-O(g)(2)(A)(iii) and would provide that an ECO 
resting on the Consolidated Book before a trading halt would be 
reevaluated for ECO Price Protection after the ECO Opening Auction 
Process concludes.
    Proposed Rule 980NYP(g)(2)(A)(iv) would provide that Cross Orders 
(per proposed Rule 900.3NYP(g)(1)) \84\ would not be subject to ECO 
Price Protection, as the Exchange subjects such paired orders to 
distinct price validations. This proposed handling is substantively 
identical to Arca Options Rule 6.91P-O(g)(2)(A)(iv), which excludes QCC 
Orders from the ECO Price Protection, except that the proposed Rule is 
broader in application because (unlike on Arca Options) the Exchange's 
proposed definition of Cross Orders is not limited solely to QCC 
Orders.\85\
---------------------------------------------------------------------------

    \84\ See the American Pillar Omnibus Filing (describing 
available Pillar Cross Orders in Rule 900.3NYP(g)).
    \85\ Compare proposed Rule 900.3NYP(g)(1) (describing Cross 
Orders on the Exchange as including Customer to-Customer Cross 
Orders and Single-Leg and Complex CUBE Orders) with Arca Options 
Rule 6.62P-O(g)(1) (describing Cross Orders on Arca Options as 
including solely QCC Orders). See, e.g., Rules 971.1NY and 971.2NY 
(regarding price requirements to initiate a Single-Leg and Complex 
CUBE Auction, respectively). As noted herein, the Exchange proposes 
to submit separate rule filings to adopt CUBE Auction functionality 
on Pillar, which would be set forth in proposed new Rules 971.1NYP 
and 971.2NYP.
---------------------------------------------------------------------------

    [cir] Proposed Rule 980NYP(g)(2)(A)(v) is identical to Arca Options 
Rule 6.91P-O(g)(2)(A)(v) and would provide that ECO Price Protection 
would not be applied if there is no Reference Price for an ECO.
    Proposed Rule 980NYP(g)(2)(B) is identical to Arca Options Rule 
6.91P-O(g)(2)(B) and would specify the ``Reference Price'' used in 
connection with the ECO Price Protection. As proposed, the Reference 
Price for calculating ECO Price Protection for an ECO to buy (sell) 
would be the Complex NBO (NBB), provided that, immediately following an 
ECO Opening Auction Process, the Reference Price would be the ECO 
Auction Price or, if none, the Complex NBO (NBB). The Exchange believes 
that adjusting the Reference Price for ECO Price Protection immediately 
following an ECO Opening Auction would ensure that the most up-to-date 
price would be used to assess whether to cancel an ECO that was 
received during a pre-open state, including during a Trading Halt.
    As further proposed and like on Arca Options, there would be no 
Reference Price for an ECO if there is no NBBO for any leg of such ECO 
(i.e., the Exchange would not calculate a Complex NBB (NBO)), which 
text is based on current Rule 980NY, Commentary .05(c), except that the 
proposed rule would not reference OPRA because, as further proposed, 
for purposes of determining a Reference Price, the Exchange would not 
use an adjusted NBBO (i.e., such NBBO is implicitly reliant on 
information from OPRA).\86\
---------------------------------------------------------------------------

    \86\ See Rule 900.2NY (describing that the ``NBBO'' refers to 
the national best bid or offer and that ``[u]nless otherwise 
specified, the Exchange may adjust its calculation of the NBBO based 
on information about orders it sends to Away Markets, execution 
reports received from those Away Markets, and certain orders 
received by the Exchange'').
---------------------------------------------------------------------------

    Proposed Rule 980NYP(g)(2)(C) is identical to Arca Options Rule 
6.91P-O(g)(2)(C) and would set forth the ``Specified Threshold'' used 
in connection with the ECO Price Protection. As proposed, the Specified 
Threshold for calculating ECO Price Protection would be $1.00, unless 
determined otherwise by the Exchange and announced to ATP Holders by 
Trader Update.
    The Exchange believes that the proposed Specified Threshold of 
$1.00 simplifies how the Reference Price would be calculated as 
compared to the calculations currently specified in Commentary .05 to 
Rule 980NY. In addition, consistent with Commentary .05(d), the 
Exchange proposes that the Specified Threshold could change, subject to 
announcing the changes by Trader Update. Providing flexibility in 
Exchange rules regarding how the Specified Threshold would be set is 
identical functionality available per Arca Options Rule 6.62P-
O(a)(3)(C) and is also consistent with the rules of other options 
exchanges as well as the functionality for the single-leg Limit Order 
Price Protection feature.\87\
---------------------------------------------------------------------------

    \87\ See, e.g., Cboe Rule 5.34(b)(6) (describing the ``Drill-
Through Protection'' and that Cboe ``determines default buffer 
amount on a class-by-class basis). See also the American Pillar 
Omnibus Filing (describing use of a Trader Update to modify 
Specified Thresholds in proposed Rule 900.3NYP(a)(3)(C)).
---------------------------------------------------------------------------

     Proposed Rule 980NYP(g)(3) is identical to Arca Options 
Rule 6.91P-O(g)(3) and would set forth the ``Complex Strategy 
Protections.'' The proposed protections are based on current Rule 
980NY, Commentary .06, which are referred to as the ``Debit/Credit 
Reasonability Checks.'' The Exchange believes this name change is 
appropriate because it more accurately conveys that the check applies 
solely to certain complex strategies and because (as discussed above), 
the Exchange proposes to refer simply to a ``net price'' as opposed to 
the ``total net debit or credit price.'' The proposed Pillar Complex 
Strategy Protections would function similarly to the current Debit/
Credit Reasonability Checks because potentially erroneously priced 
incoming ECOs would be rejected. However, rather than to refer to 
specified debit or credit amounts as a way to determine whether a given 
strategy is erroneously priced, the proposed rule would instead focus 
on the expectation of the order sender and what would result if the ECO 
were not rejected. Consistent with current functionality, the proposed 
Complex Strategy Protections are designed to prevent the execution of 
ECOs at prices that are inconsistent with/not aligned with their 
strategies.
    As proposed and like on Arca Options, to protect an ATP Holder that 
sends an ECO (each an ``ECO sender'') with the expectation that it 
would receive (or pay) a net premium but has priced the ECO such that 
the ECO

[[Page 40907]]

sender would instead pay (or receive) a net premium, the Exchange would 
reject any ECO that is comprised of the erroneously-priced complex 
strategies as set forth in proposed Rule 980NYP(g)(3)(A)-(C) and 
described below.
    [cir] Proposed Rule 980NYP(g)(3)(A) is identical to Arca Options 
Rule 6.91P-O(g)(3)(A) and would provide that `` `all buy' or `all sell' 
strategies'' would be rejected as erroneously-priced if it is an ECO 
for a complex strategy where all legs are to buy (sell) and it is 
entered at a price less than one penny ($0.01) times the sum of the 
number of options in the ratio of each leg of such strategy (e.g., a 
complex strategy to buy (sell) 2 calls and buy (sell) 1 put with a 
price less than $0.03). The proposed text is based on Rule 980NY, 
Commentary .06(a)(1), with no substantive differences, except that the 
Exchange has streamlined the text and set forth the minimum price 
(i.e., $0.03) for any ``all buy'' or ``all sell'' strategies.
    [cir] Proposed Rule 980NYP(g)(3)(B) is identical to Arca Options 
Rule 6.91P-O(g)(3)(B) and would provide for the rejection of 
erroneously-priced ``Vertical spreads,'' which are defined as complex 
strategies that consists of a leg to sell a call (put) option and a leg 
to buy a call (put) option in the same option class with the same 
expiration but at different strike prices. As proposed, the Exchange 
would reject as erroneously-priced: (i) an ECO for a vertical spread to 
buy a lower (higher) strike call and sell a higher (lower) strike call 
and the ECO sender would receive (pay) a net premium (proposed Rule 
980NYP(g)(3)(B)(i)); and (ii) an ECO for a vertical spread to buy a 
higher (lower) strike put and sell a lower (higher) strike put and the 
ECO sender would receive (pay) a net premium (proposed Rule 
980NYP(g)(3)(B)(ii)). The proposed strategy protections for vertical 
spreads are based on current Rule 980NY, Commentary .06(a)(2), except 
that, as noted above, the proposed Rule is written from the standpoint 
of the expectation of the ECO sender as opposed to reviewing total net 
debit or credit price of the strategy.
    [cir] Proposed Rule 980NYP(g)(3)(C) is identical to Arca Options 
Rule 6.91P-O(g)(3)(C) and would provide for the rejection of 
erroneously-priced ``Calendar spreads,'' which are defined as 
consisting of a leg to sell a call (put) option and a leg to buy a call 
(put) option in the same option class at the same strike price but with 
different expirations. As proposed, the Exchange would reject as 
erroneously-priced: (i) an ECO for a calendar spread to buy a call leg 
with a shorter (longer) expiration while selling a call leg with a 
longer (shorter) expiration and the ECO sender would pay (receive) a 
net premium (proposed Rule 980NYP(g)(3)(C)(i)); and (ii) an ECO for a 
calendar spread to buy a put leg with a shorter (longer) expiration 
while selling a put leg with a longer (shorter) expiration and the ECO 
sender would pay (receive) a net premium (proposed Rule 
980NYP(g)(3)(C)(ii)). The proposed strategy protections for calendar 
spreads are based on current Rule 980NY, Commentary .06(a)(3), except 
that, as noted above, the proposed Rule is written from the standpoint 
of the expectation of the ECO sender as opposed to reviewing the total 
net debit or credit price of the strategy. The Exchange has also not 
retained discretion to disable the strategy protections for calendar 
spreads (as contained in Commentary .06(a)(3)(i) of the current Rule) 
because since adopting this provision in 2017, the Exchange has never 
exercised this discretion and therefore has determined that such 
discretion is no longer needed.
    [cir] Proposed Rule 980NYP(g)(3)(D) is identical to Arca Options 
Rule 6.91P-O(g)(3)(D) and would provide that any ECO that is not 
rejected by the complex strategy protections would still be subject to 
the ECO Price Protection, per paragraph (g)(2) of this Rule, which 
proposed text is based on Rule 980NY, Commentary .06(b) without any 
substantive difference.
Rule 935NY: Order Exposure Requirements
    The Exchange also proposes conforming, non-substantive amendments 
to Rule 935NY, regarding order exposure, to add a cross-reference to 
new Pillar Rule 980NYP. Current Rule 935NY (iv) exempts orders 
submitted to the COA Process, (per current Rule 980NY) from its one-
second order exposure requirements. This proposed amendment would 
extend the exemption from the order exposure requirements to orders 
submitted to a COA on Pillar.\88\ The Exchange also proposes to modify 
the reference to ``Complex Order Auction Process (`COA')'' to simply 
``Complex Order Auction (`COA')'' (i.e., removing the word Process) 
consistent with how this concept is defined in proposed Rule 
980NYP(a)(3). As previously stated, the Exchange believes that the 
proposed Response Time Interval for a COA (with a duration of no less 
than 100 milliseconds) is of sufficient length to allow ATP Holders 
time to respond to a COA. As such, the proposal is designed to promote 
timely execution of the COA Order, while ensuring adequate exposure of 
such orders. Accordingly, the Exchange proposes to amend Rule 935NY 
(iv) to extend the exemption from the one-second exposure requirement 
to COA Orders under Pillar, which exemption is substantively identical 
to NYSE Arca Rule 6.47A-O. Consistent with Rule 935NY, Commentary .01, 
ATP Holders would only utilize the COA where there is a genuine 
intention to execute a bona fide transaction.\89\
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    \88\ See proposed Rule 935NY(iv). The Exchange also proposes to 
replace reference to ``System'' with ``the Exchange.'' See id. 
(preamble). See Arca Options Rule 6.47A (``With respect to orders 
routed to the Exchange, Users may not execute as principal orders 
they represent as agent'' unless, among other requirements, ``the 
User utilizes the Complex Order Auction (``COA'') pursuant to Rule 
6.91-O(c) or 6.91P-O(f).'').
    \89\ See Rule 935NY, Commentary .01 (``Rule 935NY prevents a 
User from executing agency orders to increase its economic gain from 
trading against the order without first giving other trading 
interest on the Exchange an opportunity to either trade with the 
agency order or to trade at the execution price when the User was 
already bidding or offering on the book'').
---------------------------------------------------------------------------

* * * * *
    As discussed above, because of the technology changes associated 
with the migration to the Pillar trading platform, subject to approval 
of this proposed rule change, the Exchange will announce by Trader 
Update when rules with a ``P'' modifier will become operative and for 
which symbols. The Exchange believes that keeping existing rules on the 
rulebook pending the full migration of Pillar will reduce confusion 
because it will ensure that the rules governing trading on the 
Exchange's current system will continue to be available pending the 
full migration to Pillar.
Implementation
    As noted immediately above, the Exchange will not implement 
proposed Rule 980NYP until all other Pillar-related rule filings (i.e., 
with a ``P'' modifier) are approved or operative, as applicable, and 
the Exchange announces the migration of underlying symbols to Pillar by 
Trader Update.

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 operates in a 
competitive market and regularly competes with other options exchanges 
for order flow. The Exchange believes that the transition to Pillar for 
trading of ECOs on its options trading platform would

[[Page 40908]]

promote competition among options exchanges by offering a low-latency 
platform that offers more deterministic outcomes for trading interest, 
which, in turn, facilities ECO trading on a continuous and real-time 
basis on the Exchange.
    The proposed rule changes would support that inter-market 
competition by allowing the Exchange to offer additional functionality 
to its ATP Holders, thereby potentially attracting additional order 
flow to the Exchange. Otherwise, the proposed changes are not designed 
to address any competitive issues, but rather to amend the Exchange's 
rules relating to trading of ECOs to support the transition to Pillar. 
As discussed in detail above, with this rule filing, the Exchange is 
not proposing to change its core functionality regarding the treatment 
of ECOs. Rather, the Exchange believes that the proposed rule changes 
would promote consistent use of terminology to support options trading 
on the Exchange (and to promote uniformity with its affiliated exchange 
Arca Options), making the Exchange's rules easier to navigate. The 
Exchange does not believe that the proposed rule changes would raise 
any intra-market competition as the proposed rule changes would be 
applicable to all ATP Holders, and reflects the Exchange's existing 
treatment of ECOs, without proposing any material substantive changes. 
As noted herein, proposed Rule 980NYP is substantively the same as Arca 
Options Rule 6.91P-O except as noted herein (including to account for 
the Exchange's Customer priority/pro rata allocation model).

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. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1, is consistent with the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\90\ In particular, the Commission finds that the 
proposed rule change, as modified by Amendment No. 1, is consistent 
with section 6(b)(5) of the Act,\91\ which requires, among other 
things, that the Exchange's rules be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trad 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. This order 
approves the proposed rule change in its entirety, although only 
certain more significant aspects of the proposed rules are discussed 
below.
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    \90\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \91\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As described more fully above, the Exchange proposes to amend its 
rules to enable the transition of options trading to the Exchange's 
Pillar technology platform. The Exchange states that its affiliated 
options exchange, NYSE Arca Options, as well as its affiliated equity 
markets, are currently operating on Pillar, and that, for the 
transition of the Exchange's options trading platform, the Exchange 
proposes to use the same Pillar technology already in operation for its 
affiliated markets. As discussed below, the majority of the proposed 
rules are substantively identical to rules relating to the trading of 
ECOs on the Pillar trading platform of NYSE Arca Options, which the 
Commission approved previously.\92\
---------------------------------------------------------------------------

    \92\ See Arca Options ECO Approval Order, supra note 7.
---------------------------------------------------------------------------

A. Definitions

    The defined terms in proposed Exchange Rule 980NYP(a), except for 
the proposed definition of DBBO, are substantively identical to the 
defined terms in NYSE Arca Rule 6.91P-O(a). These defined terms should 
help to clearly describe the trading of ECOs on the Exchange's Pillar 
technology platform. The proposed definition of ECO identifies the 
Complex Orders that will be eligible to trade electronically on the 
Exchange.\93\ The proposed definitions of ``leg'' or ``leg market'' and 
``ratio'' or ``leg ratio'' should help to clarify the terminology used 
to describe the trading of ECOs.\94\ The proposed definitions of 
``complex strategy'' and ``ECO Order Instruction'' are identical to 
defined terms used on NYSE Arca, and the Exchange states that the 
proposed definition of ECO Order Instruction will incorporate existing 
Pillar order handling functionality in an auction.\95\ The proposed 
definition of ``Away Market Deviation'' and ``Complex NBBO'' are 
identical to NYSE Arca's definitions of these terms,\96\ and the 
definition of Complex NBBO also is consistent with defined terms used 
on other options exchanges.\97\ The proposed defined terms relating to 
the operation of the COA, including the definitions of ``COA Order 
Auction,'' ``COA Order,'' ``Request for Response,'' ``RFR Response,'' 
and ``Response Time Interval'' are substantively identical to defined 
terms in the rules of NYSE Arca.\98\
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    \93\ Proposed Exchange Rule 980NYP(a)(7) defines an ECO to mean 
a Complex Order, as defined in Exchange Rule 900.3NYP(f) that is 
submitted electronically to the Exchange. Exchange Rule 900.3NYP(f) 
defines a Complex Order as any order involving the simultaneous 
purchase and/or sale of two or more option series in the same 
underlying security (the ``legs'' or ``components'' of the Complex 
Order), for the same account, in a ratio that is equal to or greater 
than one-to-three (.333) and less than or equal to three-to-one 
(3.00) and for the purpose of executing a particular investment 
strategy. See American Pillar Omnibus Filing, supra note 12.
    \94\ See proposed Exchange Rules 980NYP(a)(8) and (9).
    \95\ See NYSE Arca Rule 6.91P-O(a)(4) and (6).
    \96\ See NYSE Arca Rules 6.91P-O(a)(1) and (2).
    \97\ See, e.g., BOX Rule 7240(a)(3) (stating that the term 
``cNBBO'' means the best net bid and offer price for a Complex Order 
Strategy based on the NBBO for the individual options components of 
such Strategy); and MIAX Rule 518(a)(2)) (stating, in part, that the 
cNBBO is calculated using the NBBO for each component of a complex 
strategy to establish the best net bid and offer for a complex 
strategy).
    \98\ See NYSE Arca Rule 6.91P-O(a)(3).
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    The proposed definition of DBBO is largely identical to the 
definition of DBBO in NYSE Arca Rule 6.91P-O(a)(5), except that 
proposed Exchange Rule 980NYP(a)(5)(A) provides that, when there is no 
Exchange BB (BO), no ABB (ABO), and no Exchange BO (BB) for a component 
leg of a complex strategy, the bid (offer) priced used to calculate the 
DBBO will be the ABO (ABB) for that leg minus (plus) the collar amounts 
specified in Exchange Rule 900.3NYP(a)(4)(C) (the ``collar value''); or 
$0.01 if the result of subtracting one collar value from the offer 
would be equal to or less than zero. As described more fully above, the 
Exchange states that referencing the collar values in Exchange Rule 
900.3NYP(a)(4)(C) will help to align the values used in calculating the 
DBBO with the collar values used in other Exchange rules, thereby 
providing internal consistency to the Exchange's rules.

B. ECO Order Types and Times-in-Force

    The proposed ECO order types--Limit Orders, Limit Orders, Limit 
Orders designated as Complex Only Orders, and Complex QCCs--are 
identical to order types currently available on NYSE Arca.\99\ In 
addition, the proposed times-

[[Page 40909]]

in-force--Day, IOC, FOK, or GTC--are identical to the times-in-force 
available for ECOs on NYSE Arca.\100\ Other options exchanges also 
offer similar order types and times-in-force for complex orders.\101\ 
As described more fully above, proposed Exchange Rule 980NYP(b)(2)(C) 
provides that an ECO designated as GTX (a ``COA GTX Order'') will not 
be displayed, may be entered only during the Response Time Interval of 
a COA, must be on the opposite side of the COA Order, and must specify 
the price, size, and side of the market. Any remaining size of a COA 
GTX Order that does not trade with the COA Order will be cancelled at 
the end of the COA.\102\ The proposed COA GTX Order is substantively 
identical to the ECO GTX Order provided in NYSE Arca Rule 6.91P-
O(b)(2)(C), except for the difference in the names of the orders.
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    \99\ See NYSE Arca Rule 6.91P-O(b)(1). The Exchange states that 
allowing ECOs to be designated as Complex QCC is consistent with 
current functionality not described in the Exchange's rules. The 
Exchange rules addressing the trading of Complex QCC Orders are 
included in the American Pillar Omnibus Filing.
    \100\ See NYSE Arca Rule 6.91P-O(b)(2). In addition, proposed 
Exchange Rule 980NYP(b)(2)(A) states that an ECO designated as IOC 
or FOK will be rejected if entered during a pre-open state, and 
proposed Exchange Rule 980NYP(b)(2)(B) states that an ECO designated 
as FOK must also be designated as a Complex Only Order. These 
provisions are identical to NYSE Arca Rules 6.91P-O(b)(2)(A) and 
(B), respectively.
    \101\ See, e.g., BOX Rule 7240(b)(4)(i) (allowing complex orders 
to be entered as Fill-and-Kill orders, Limit Orders, Market Orders, 
or Session Orders); ISE Options 3, Section 14(b) (allowing complex 
orders to be entered as, among others, market orders, limit orders, 
AON orders, Day orders, FOK orders, IOC orders, and GTC orders; and 
MIAX Rule 518(b)(1) (permitting the entry of complex orders that are 
limit orders, market orders, GTC, or day limit orders, among 
others).
    \102\ See proposed Exchange Rule 980NYP(b)(2)(C).
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C. Priority and Pricing of ECOs

    Proposed paragraph (c) of Exchange Rule 980NYP is substantively 
identical to paragraph (c) of NYSE Arca Rule 6.91P-O, except that 
proposed paragraph (c) incorporates the priority provisions in Exchange 
Rule 964NYP rather than NYSE Arca's price/time priority framework. 
Proposed Exchange Rules 980NYP(c)(1)-(4) establish pricing requirements 
for ECOs. Proposed Exchange Rule 980NYP(c)(1), which states that when 
trading with the leg markets, an ECO will trade at the price(s) of the 
leg markets unless the leg markets are priced more than the maximum 
allowable Away Market Deviation, is identical to NYSE Arca Rule 6.91P-
O(c)(1).\103\ The Commission believes that specifying that an ECO will 
trade at the price(s) of the leg markets provides clarity regarding the 
prices at which ECOs will trade when executing against leg market 
interest. The Commission believes that limiting execution prices to 
prices within the maximum allowable Away Market Deviation for the 
component legs of an ECO is designed to protect investors by helping to 
prevent ECOs from executing at prices that do not reflect the current 
market.\104\ Another options exchange has adopted a similar protection 
for complex orders.\105\
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    \103\ Proposed Exchange Rule 980NYP(a)(1) provides that the Away 
Market Deviation means the difference between the Exchange BB (BO) 
for a series and the ABB (ABO) for that same series when the 
Exchange BB (BO) is lower (higher) than the ABB (ABO). The maximum 
allowable Away Market Deviation is the greater of $0.05 or 5% below 
(above) the ABB (ABO) (rounded down to the nearest whole penny). No 
ECO on the Exchange will execute at a price that would exceed the 
maximum allowable Away Market Deviation on any component of the 
complex strategy. The proposed definition of Away Market Deviation 
is identical to the definition of that term in NYSE Arca Rule 6.91P-
O(a)(1).
    \104\ Proposed Exchange Rule 980NYP(a)(1) provides that the Away 
Market Deviation means the difference between the Exchange BB (BO) 
for a series and the ABB (ABO) for that same series when the 
Exchange BB (BO) is lower (higher) than the ABB (ABO). The maximum 
allowable Away Market Deviation is the greater of $0.05 or 5% below 
(above) the ABB (ABO) (rounded down to the nearest whole penny). No 
ECO on the Exchange will execute at a price that would exceed the 
maximum allowable Away Market Deviation on any component of the 
complex strategy.
    \105\ See BOX Rule 7240(a)(5) (providing that the `` 'Extended 
cNBBO' means the maximum permissible net bid and offer execution 
price for a Complex Order Strategy. The Extended cNBBO is calculated 
by subtracting the Extended cNBBO Limit from the cNBB and adding the 
Extended cNBBO Limit to the cNBO. In calculating the Extended cNBBO, 
each side of the Extended cNBBO is rounded to the nearest penny 
within the Extended cNBBO (i.e., the cNBB is rounded up to the 
nearest penny and the cNBO is rounded down to the nearest penny'')).
---------------------------------------------------------------------------

    As described more fully above, proposed Exchange Rules 
980NYP(c)(2)-(4) provide that each component leg of an ECO will trade 
at a price at or within the Exchange BBO for the series, and not at a 
price of zero; allow ECOs to trade without consideration of prices of 
the same complex strategy available on other exchanges; and allow 
complex strategies to be quoted and traded in $0.01 increments. These 
provisions are identical to NYSE Arca Rules 6.91P-O(c)(2)-(4) and are 
consistent with rules adopted by other options exchanges.\106\
---------------------------------------------------------------------------

    \106\ See, e.g., BOX Rule 7240(b)(3)(iii) (stating that the 
exchange will filter inbound Complex Orders to ensure that each leg 
of a Complex Order will be executed at a price that is equal to or 
better than the BOX BBO for each of the component series); and Cboe 
Rule 5.33(f)(2)(A)(iii) (stating that the System does not execute a 
complex order at a price that would cause any component of the 
complex strategy to be executed at a price worse than the individual 
component prices on the Simple Book). See also Cboe Rule 
5.33(f)(2)(A)(i) and MIAX Rule 518(c)(1)(iii) (prohibiting any 
component leg of a complex strategy from executing at a price of 
zero); BOX Rule 7420(b)(3) (stating that Complex Orders will be 
executed without consideration of any prices on the same Strategy 
that might be available on other exchanges); and ISE Options 3, 
Section 14(c)(1) (stating that bids and offers for Complex Options 
Strategies may be expressed in one cent ($0.01) increments, and the 
options leg of Complex Options Strategies may be executed in one 
cent ($0.01) increments, regardless of the minimum increments 
otherwise applicable to the individual options legs of the order.
---------------------------------------------------------------------------

D. Execution of ECOs at the Open or Reopening After a Trading Halt

    The Commission believes that the ECO opening auction process in 
proposed Exchange Rule 980NYP(d) is designed to provide for the orderly 
opening, or re-opening after a trading halt, of ECOs on the Exchange. 
The ECO Auction Collar in proposed Exchange Rule 980NYP(d)(3)(A), which 
is identical to the ECO Auction Collar in NYSE Arca Rule 6.91P-
O(d)(3)(A), protects the priority of resting displayed Customer leg 
market interest by providing that when the DBO (DBB) used to determine 
the ECO Auction Collar is calculated using the Exchange BBO for all 
legs of the complex strategy and all the Exchange BBOs have displayed 
Customer interest, the upper (lower) price of the ECO Auction Collar 
will be one penny ($0.01) times the smallest leg ratio inside the DBO 
(DBB). As described more fully above, proposed Exchange Rule 
980NYP(d)(3)(B), which is identical to NYSE Arca Rule 6.91P-O(d)(3)(B), 
provides that the ECO Auction Price will be the price at which the 
maximum volume of ECOs can be traded in an ECO Opening Auction and 
establishes a process for identifying the ECO Auction Price when more 
than one potential auction price is available. The Commission believes 
that proposed Exchange Rule 980NYP(d)(3)(B) provides transparency with 
respect to the process for determining the ECO Auction Price and is 
designed to allow the maximum volume of ECOs to trade during the 
opening or reopening. The Exchange states that the processing of ECOs 
received during an ECO Opening Auction Process, as described in 
proposed Exchange Rule 980NYP(d)(4), and the transition to continuous 
trading following an ECO Opening Auction Process, as described in 
proposed Exchange Rule 980NYP(d)(5), are identical to the processing 
that occurs under NYSE Arca Rules 6.91P-O(d)(4) and (5) and will 
promote consistency across the Exchange's options trading platforms. 
The Commission believes that proposed Exchange Rules 980NYP(d)(4) and 
(5), which are identical to NYSE Arca Rules 6.91P-O(d)(4) and (5), 
should help to provide for an orderly opening process.

[[Page 40910]]

    The ECO opening auction process in proposed Exchange Rule 980NYP(d) 
will operate in the same manner as the ECO opening auction process 
provided in NYSE Arca Rule 6.91P-O(d), except that proposed Exchange 
Rule 980NYP(d) will incorporate the Exchange's priority provisions 
rather than NYSE Arca's price/time priority model. Accordingly, 
proposed Exchange Rule 980NYP(d)(3)(iii) states that ECOs eligible to 
participate in the ECO Opening or Reopening Auction Process will be 
ranked as provided in Exchange Rule 964NYP(c)-(g) and will trade as 
follows: (a) ECOs priced better than the ECO Auction Price will trade 
based on ranking; and (b) ECOs priced at the ECO Auction Price will 
trade per Exchange Rule 964NYP(j). The Commission believes that 
applying these priority provisions to ECOs that are eligible to 
participate in the ECO opening or reopening auction process will ensure 
that ECOs that trade in an ECO opening or reopening auction trade in a 
manner that is consistent with the Exchange's existing priority rules.

E. Execution of ECOs During Core Trading Hours

    Proposed Exchange Rule 980NYP(e), which addresses the trading of 
ECOs during core trading hours, is substantially identical to NYSE Arca 
Rule 6.91P-O(e), except that Exchange Rule 980NYP(e)(1)(A) provides for 
order allocations pursuant to Exchange Rule 964NYP, rather than in 
price/time priority.\107\ Proposed Exchange Rule 980NYP(e)(1)(A) is 
designed to provide for the execution of complex orders while 
protecting the priority of established leg market interest. Under 
proposed Exchange Rule 980NYP(e)(1)(A), after a complex strategy is 
open for trading, an ECO will trade with the best-priced contra-side 
interest and if, at a price, the leg markets can trade with an eligible 
ECO, in full or in a permissible ratio, the leg markets will trade 
first at that price, pursuant to Exchange Rule 964NYP, until the 
quantities on the leg markets are insufficient to trade with the ECO, 
at which time the ECO will trade with contra-side ECOs resting in the 
Consolidated Book at that price. This process is consistent with the 
rules of another options exchange.\108\
---------------------------------------------------------------------------

    \107\ Proposed Exchange Rule 980NYP(e)(1)(A) states that if, at 
a price, the leg markets can trade with an eligible ECO, in full or 
in a permissible ratio, the leg markets will trade first at that 
price, pursuant to Rule 964NYP, until the quantities on the leg 
markets are insufficient to trade with the ECO, at which time such 
ECO will trade with contra-side ECOs resting in the Consolidated 
Book at that price, pursuant to Rule 964NYP.
    \108\ See BOX Rule 7240(b)(2)(ii). See also BOX Rules 
7240(b)(3)(i) and (ii). BOX Rule 7240(b)(2)(ii) provides that ``A 
Complex Order for which a leg of such Complex Order's underlying 
Strategy is not in a one-to-one ratio with each other leg of such 
Strategy will execute against the bids and offers on the BOX Book 
for the individual legs of the Strategy for all of the quantity 
available at the best price in a permissible ratio until the 
quantities remaining on the BOX Book are insufficient to execute 
against the Complex Order. Following such execution, a Complex Order 
may execute against another Complex Order and the component legs of 
the Complex Orders may trade at prices equal to the corresponding 
prices on the BOX Book.'' BOX Rule 7240(b)(3)(i) states that 
``Complex Orders will be automatically executed against bids and 
offers on the Complex Order book in price/time priority; provided, 
however, that Complex Orders will execute against Complex Orders 
only after bids and offers at the same net price on the BOX Book for 
the individual legs have been executed.'' BOX Rule 7240(b)(3)(ii) 
states that ``Complex Orders will be automatically executed against 
bids and offers on the BOX Book for the individual legs of the 
Complex Order to the extent that the Complex Order can be executed 
in full or in a permissible ratio by such bids and offers.''
---------------------------------------------------------------------------

    Proposed Exchange Rule 980NYP(e)(1)(B), which is identical to NYSE 
Arca Rule 6.91(e)(1)(B), provides that an ECO will not trade with 
orders in the leg markets designated as AON, FOK, or with an MTS 
Modifier. The Exchange states that this provision is designed to 
simplify the operation of ECO trading and to make clear that ECOs will 
not trade with orders that have conditional size-related instructions. 
Other options exchanges have adopted similar restrictions with respect 
to the execution of AON orders.\109\
---------------------------------------------------------------------------

    \109\ See, e.g., Cboe Rules 5.33(d)(5) (stating that an AON 
complex order may only execute against COA Responses and unrelated 
orders resting in the COB in price-time priority if there is 
sufficient size to satisfy the AON complex order (and may not 
execute against orders resting in the Simple Book)); and 5.33(g)(4) 
(stating that Post Only complex orders and AON complex orders may 
not Leg into the Simple Book); and EDGX Rules 21.20(d)(5)(A) and 
21.20(g)(4) (same).
---------------------------------------------------------------------------

    Proposed Exchange Rule 980NYP(e)(1)(C), which is identical to NYSE 
Arca Rule 6.91O(e)(1)(C), provides that a Complex Only Order will not 
be able to trade at a price that is worse than the Exchange BB(BO) when 
the DBBO is calculated using the Exchange's BB(BO) for the component 
legs of the order. The proposed rule further provides that if the 
DBB(DBO) is calculated using the Exchange BBOs for all legs of the 
strategy and all of the Exchange BBOs have displayed Customer interest, 
the Complex Only Order will be required to trade at a price that is 
better than the DBB(DBO).\110\ The Commission believes that proposed 
Exchange Rule 980NYP(e)(1)(C) is designed to provide for the execution 
of Complex Only Orders while protecting the priority of resting leg 
market interest, including Customer interest.
---------------------------------------------------------------------------

    \110\ See proposed Exchange Rule 980NYP(e)(1)(C) (stating that a 
Complex Only Order must trade at a price at or within the DBBO, 
provided that if the DBB (DBO) is calculated using the Exchange BBOs 
for all legs of the complex strategy and all such Exchange BBOs have 
displayed Customer interest, the Complex Only Order will not trade 
below (above) one penny ($0.01) times the smallest leg ratio inside 
the DBB (DBO), regardless of whether there is sufficient quantity on 
such leg markets to satisfy the ECO).
---------------------------------------------------------------------------

    Proposed Exchange Rule 980NYP(e)(1)(D), which is identical to NYSE 
Arca Rule 6.91P-O(e)(1)(D), provides that an ECO will be processed as a 
Complex Only Order if the ECO has a complex strategy with (i) more than 
five legs; (ii) two legs and both legs are buying or both legs are 
selling, and both legs are calls or both legs are puts; or (iii) three 
or more legs and all legs are buying or all legs are selling. As 
discussed above, the Exchange states that requiring these ECOs to be 
processed as Complex Only Orders is designed to help Market Makers 
manage risk. Other options exchanges have adopted similar rules.\111\
---------------------------------------------------------------------------

    \111\ See, e.g., Cboe Rule 5.33(g)(2) (stating that complex 
orders for any capacity other than customer with two option legs 
that are both buy or both sell and that are both calls or both puts 
may not leg into the simple book and may execute against other 
complex orders in the COB); Cboe Rule 5.33(g)(3) (stating that all 
complex orders with three or four option legs that are all buy or 
all sell (regardless of whether the option legs are calls or puts) 
may not leg into the Simple Book and may execute against other 
complex orders in the COB); ISE Options 3, Sections 14(d)(3)(A) 
(stating that Complex Orders with two option legs where both legs 
are buying or both legs are selling and both legs are calls or both 
legs are puts may only trade against other Complex Orders in the 
Complex Order Book); ISE Options 3, Section 14(d)(3)(B) (stating 
that complex orders with three or four option legs where all legs 
are buying or all legs are selling may only trade against other 
Complex Orders in the Complex Order Book; and MIAX Rule 518(c)(iii) 
(stating that complex orders with two option legs where both legs 
are buying or both legs are selling and both legs are calls or both 
legs are puts may only trade against other complex orders on the 
Strategy Book and will not be permitted to leg into the Simple Order 
Book. Complex orders with three option legs where all legs are 
buying or all legs are selling may only trade against other complex 
orders on the Strategy Book, regardless of whether the option leg is 
a call or a put).
---------------------------------------------------------------------------

    Proposed Exchange Rule 980NYP(e)(2), which is identical to NYSE 
Arca Rule 6.91P-O(e)(2), provides that the Exchange will evaluate 
trading opportunities for a resting ECO when the leg markets comprising 
a complex strategy update, provided that during periods of high message 
volumes, such evaluation may be done less frequently. The Commission 
believes that these evaluations could result in additional executions 
of resting ECOs.

[[Page 40911]]

F. Execution of Orders During a COA

    The COA auction process in proposed Exchange Rule 980NYP(f) is 
substantially identical to the COA auction process in NYSE Arca Rule 
6.91P-O(f), except that proposed Exchange Rule 980NYP(f) provides for 
customer priority in the allocation of RFR Responses, rather than 
applying NYSE Arca's price/time priority framework.\112\ In addition, 
unlike NYSE Arca Rule 6.91P-O(f), proposed Exchange Rule 980NYP(f) 
refers to ``COA GTX Orders,'' as described above, rather than ``ECO GTX 
Orders.'' The proposed rule also differs from NYSE Arca Rule 6.91P-O(f) 
by including a reference to RFR Responses priced equal to the COA Order 
and by providing that such Responses may trade with the COA Order down 
to the DBB, as well as up to the DBO.\113\ The Commission believes the 
COA in proposed Exchange Rule 980NYP(f) is designed to provide COA 
Orders submitted to the auction with execution and price improvement 
opportunities while preserving the priority of resting interest on the 
Exchange's limit order book.\114\
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    \112\ See proposed Exchange Rule 980NYP(f)(4)(A)(i) (stating 
that the COA Order will trade with the best priced contra-side 
interest and, within each priority category, will trade first with 
Customer RFR Responses in time priority, followed by non-Customer 
RFR Responses on a size pro rata basis pursuant to Rule 964NYP(i). 
Non-Customer RFR Responses will be capped at the remaining size of 
the COA Order for purposes of size pro rata allocation).
    \113\ Proposed Exchange Rule 980NYP(f)(4)(A) states that RFR 
Responses to sell (buy) that are priced equal to or lower (higher) 
than a COA Order to buy (sell) will trade with the COA Order down 
(up) to the DBB (DBO), but if all legs of the DBB (DBO) are 
calculated using Exchange BBOs and all such Exchange BBOs have 
displayed Customer interest, RFR Responses to sell (buy) will not 
trade below (above) one penny ($0.01) times the smallest leg ratio 
inside the DBB (DBO).
    \114\ A COA Order is an ECO that is designated by the ATP Holder 
as eligible to initiate a COA. See proposed Exchange Rule 
980NYP(a)(2)(A).
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    To initiate a COA, the limit price of the COA Order to buy (sell) 
must be higher (lower) than the best-priced, same-side ECOs resting on 
the Consolidated Book and equal to or higher (lower) than the midpoint 
of the DBBO.\115\ The Commission believes that these requirements could 
result in more competitive COA auctions, which could make it more 
likely that COA Orders will receive price improvement. Prior to 
initiating a COA, a COA Order to buy (sell) will trade with any ECO to 
sell (buy) resting in the Consolidated Book that is priced equal to or 
lower (higher) than the DBO (DBB).\116\ If the DBO (DBB) is calculated 
using the Exchange BBO for all legs of the complex strategy and all 
such Exchange BBOs have displayed Customer interest, the COA Order will 
trade up (down) to one penny ($0.01) times the smallest leg ratio 
inside the DBO (DBB) (i.e., priced better than the leg markets) and any 
unexecuted portion of the COA Order will initiate a COA.\117\ At the 
conclusion of a COA, RFR Responses to sell (buy) that are priced lower 
(higher) than a COA Order to buy (sell) will trade in price-time 
priority up (down) to the DBBO, provided that if all legs of the DBB 
(DBO) are calculated using Exchange BBOs and all such Exchange BBOs 
have displayed Customer interest, RFR Responses to sell (buy) will not 
trade below (above) one penny ($0.01) times the smallest leg ratio 
inside the DBB (DBO) on the Exchange.\118\ The Commission believes that 
these provisions will provide help to preserve the priority of resting 
leg market interest during a COA auction, including displayed Customer 
leg market interest.
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    \115\ See proposed Exchange Rule 980NYP(f)(1).
    \116\ See proposed Exchange Rule 980NYP(f)(2)(A).
    \117\ See id.
    \118\ See id.
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    The Commission believes that proposed Exchange Rule 980NYP(f)(3), 
which identifies circumstances that would cause the COA to end early, 
including when interest on the Exchange locks or crosses the DBBO, 
should help to prevent COA Orders from executing at prices too far away 
from the prevailing market for the complex strategy. Proposed Exchange 
Rule 980NY(f)(5), which is identical to NYSE Arca Rule 6.91P-O(f)(5), 
states that a pattern or practice of submitting unrelated quotes or 
orders that cause a COA to conclude early would be deemed conduct 
inconsistent with just and equitable principles of trade. Other options 
exchanges also have adopted similar rules.\119\
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    \119\ See, e.g., Cboe Rule 5.33, Interpretation and Policy .03 
(stating that a pattern or practice of submitting orders that cause 
a COA to conclude early will be deemed conduct inconsistent with 
just and equitable principles of trade and a violation of Rule 8.1); 
and ISE Options 3, Section 13, Supplementary Material .01 (stating, 
in part, that it shall be considered conduct inconsistent with just 
and equitable principles of trade for any Member to enter orders, 
quotes, Agency Orders, Counter-Side Orders or Improvement Orders for 
the purpose of disrupting or manipulating the Price Improvement 
Mechanism).
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G. ECO Risk Checks

    Proposed Exchange Rule 980NYP(g)(1), which is identical to NYSE 
Arca Rule 6.91P-O(g)(1), limits the maximum number of new complex 
strategies that may be requested to be created per MPID. The Commission 
believes that this provision could help the Exchange maintain a fair 
and orderly market. Other options exchanges have similar strategy 
limits.\120\
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    \120\ See, e.g., Cboe Rule 5.33(a) (stating, in the definition 
of Complex Strategy, that Cboe may limit the number of new complex 
strategies that may be in [Cboe's] System or entered for any EFID 
(which EFID limit would be the same for all Users) at a particular 
time; and MIAX Rule 518(a)(6) (stating that MIAX may limit the 
number of new complex strategies that may be in [MIAX's] System at a 
particular time and will communicate this limitation to Members via 
Regulatory Circular).
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    The ECO price and strategy protections in proposed Exchange Rule 
980NYP(g)(2) and (3) are designed to protect investors by preventing 
the entry and execution of ECOs at potentially erroneous prices. Other 
options exchanges have adopted price protections for complex 
strategies.\121\ Proposed Exchange Rules 980NYP(g)(2) and (3) are 
substantively identical to NYSE Arca Rule 6.91P-O(g)(2) and (3), except 
the proposed Exchange Rule 980NYP(g)(2)(iv) states that ``Cross 
Orders,'' rather than ``QCC Orders,'' will not be subject to the ECO 
Price Protection. The Exchange states that proposed Exchange Rule 
980NYP(g)(2)(iv) refers to Cross Orders because Cross Orders on the 
Exchange include but are not limited to QCC Orders.\122\ The Exchange 
further states that Cross Orders are not be subject to the ECO Price 
Protection because the Exchange applies distinct price validations to 
these paired orders.
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    \121\ See, e.g., Cboe Rule 5.34(b)(3); ISE Options 3, Section 
16(b); and MIAX Rule 532(b)(2), (3), and (4).
    \122\ Exchange Rule 900.3NYP(g)(1), which is included in the 
American Pillar Omnibus Filing, describes Cross Orders as including 
QCC Orders, Customer-to-Customer Cross Orders, and Single-Leg and 
Complex CUBE Orders. The Exchange proposes to submit separate rule 
proposals to adopt CUBE Auction functionality on Pillar.
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H. Additional Changes

    As described more fully above, the Exchange proposes to add a 
preamble to Exchange Rule 900NY indicating that rules with a ``P'' 
modifier are operative for symbols that are trading on the Pillar 
trading platform, and that rules with the same number as a rule with a 
``P'' modifier will no longer be operative for a symbol after the 
symbol begins trading on Pillar. The proposed preamble further states 
that the Exchange will announce by Trader Update when symbols are 
trading on the Pillar trading platform. In addition, the Exchange 
proposes to add a preamble to Exchange Rule 980NY, which describes how 
ECOs currently trade on the Exchange, to state that Exchange Rule 980NY 
is not applicable to trading on Pillar. The Commission believes that 
these provisions will help to clarify the applicability of the 
Exchange's rules

[[Page 40912]]

during the Exchange's transition to the Pillar trading platform.
    Exchange Rule 935NY provides that orders submitted to the COA 
Process in Exchange Rule 980NY(e) satisfy the order exposure 
requirements in Exchange Rule 935NY. The Exchange proposes to amend 
Exchange Rule 935NY to provide that orders submitted to the Pillar COA 
in proposed Exchange Rule 980NYP(f) also satisfy the order exposure 
requirements of Exchange Rule 935NY. The Commission believes that the 
proposed change to Exchange Rule 935NY is consistent with the Act 
because, as discussed above, the COA Auction in proposed Exchange Rule 
980NYP(f) is substantially identical to the COA in Exchange Rule 
980NY(e).

IV. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment No. 1 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-NYSEAMER-2023-17 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-NYSEAMER-2023-17. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-NYSEAMER-2023-17 and should 
be submitted on or before July 13, 2023.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of publication of the notice of Amendment No. 1 in the 
Federal Register. Amendment No. 1 revises the Exchange's original 
proposal to make the changes discussed in detail above. Notably, 
Amendment No. 1 revises the definition of DBBO in proposed Exchange 
Rule 980NYP(a)(5)(A) to clarify collar value used to determine the 
DBBO, clarifies a cross-reference in the definition of ``Electronic 
Complex Order,'' and eliminates the proposed definition of ``Complex 
BBO,'' which is unnecessary because the term is not used in the 
proposed rules. Amendment No. 1 also revises proposed Exchange Rule 
980NYP(c)(4) to indicate that ECOs may be quoted, as well as traded in 
$0.01 increments, revises proposed Exchange Rule 980NYP(d)(3)(B)(iii) 
to more clearly describe the execution of ECOs eligible to participate 
in an opening or reopening auction, and revises proposed Exchange Rule 
980NYP(f)(4) to describe the execution of RFR Responses in a COA. 
Amendment No. 1 also provides additional analysis of several aspects of 
the proposal, including identifying provisions in the proposal that are 
identical to NYSE Arca Rule 6.91P-O and more fully explaining the 
process for determining the DBBO, thereby facilitating the Commission's 
ability to make the findings set forth above to approve the proposal. 
The Commission believes that Amendment No. 1 does not raise any novel 
regulatory issues. Accordingly, the Commission finds good cause for 
approving the proposed rule change, as modified by Amendment No. 1, on 
an accelerated basis.

VI. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\123\ that the proposed rule change (SR-NYSEAMER-2023-17), as 
modified by Amendment No. 1, is approved on an accelerated basis.
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    \123\ 15 U.S.C. 78s(b)(2).
    \124\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\124\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-13221 Filed 6-21-23; 8:45 am]
BILLING CODE 8011-01-P