[Federal Register Volume 88, Number 187 (Thursday, September 28, 2023)]
[Notices]
[Pages 66925-66927]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-21139]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-98483; File No. SR-NYSEAMER-2023-44]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Modify Rule 
900.3NYP

September 22, 2023.
    Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on September 18, 2023, NYSE American LLC (``NYSE American'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify Rule 900.3NYP(g)(1) regarding 
Complex Qualified Contingent Cross Orders. The proposed rule change is 
available on the Exchange's website at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to modify Rule 900.3NYP(g)(1) regarding 
Complex Qualified Contingent Cross (``QCC'') Orders to allow Complex 
QCC Orders in non-standard ratios (as defined below) to be processed 
electronically.\4\ The Exchange notes that an identical rule change was 
recently adopted on its affiliated exchange, NYSE Arca, Inc. (``NYSE 
Arca'') and therefore this proposal raises no new or novel issues not 
previously considered by the Commission.\5\
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    \4\ The Exchange notes that this proposed change modifies a 
Pillar rule (i.e., with a ``P'' modifier) that has not yet been 
implemented. The Exchange anticipates migrating to its Pillar 
trading platform beginning on October 23, 2023. As is the case with 
all Pillar rules, this proposed rule change (as well as the entire 
Rule 900.3NYP) will not be implemented until all other Pillar-
related rule filings are approved or operative, as applicable, and 
the Exchange announces the migration of underlying symbols to Pillar 
by Trader Update.
    \5\ See Securities Exchange Act Release No. 98279 (September 1, 
2023), 88 FR 62115 (September 8, 2023) (SR-NYSEARCA-2023-57) 
(immediately effective rule change to modify Rule 6.62P-O(g)(1) to 
allow Complex QCC Orders in non-standard ratios).
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    Rule 900.3NYP(f) provides that a Complex Order is 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) (referred to herein as the ``standard ratio'' or 
``standard ratio requirement'').The Exchange currently permits certain 
Complex Orders with ratios greater than three-to-one or less than one-
to-three (``non-standard ratios'') for execution on the Exchange's 
trading floor.\6\ This proposed change is competitive as at least one 
other options exchange permits Complex QCC Orders in non-standard 
ratios to be processed electronically.\7\ As such, the Exchange

[[Page 66926]]

proposes to add new Rule 900.3NYP(g)(1)(G) to specify that Complex QCC 
Orders may be processed electronically in non-standard ratios.\8\
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    \6\ See, e.g., Rule 900.3NYP(h)(6)(B) (regarding Stock/Complex 
Orders, which are a subset of Complex Orders (per Rule 900.3NYP(f)), 
that are only available for trading in Open Outcry and are not 
subject to the standard ratio requirement).
    \7\ In June 2022, Cboe Exchange, Inc. (``Cboe'') began 
supporting the electronic processing of certain stock-option orders 
in non-standard ratios, including Complex QCC Orders. See Cboe 
Exchange Alert, ``Schedule Update--Cboe Options Introduces New Net, 
Leg Price Increments and Enhanced Electronic, Open Outcry Handling 
for Complex Orders with Non-Conforming Ratios, Reference ID: 
C2022060301 available online at https://cdn.cboe.com/resources/release_notes/2022/Schedule-Update-Cboe-Options-Introduces-New-Net-Leg-Price-Increments-and-Enhanced-Electronic-Open-Outcry-Handling-for-Complex-Orders-with-Non-Conforming-Ratios.pdf (providing, in 
relevant part, that beginning June 12, 2022, ``automated handling 
via COA, COB, AIM, and QCC will be available for applicable non-
conforming orders, except in SPX/SPXW). See also Securities Exchange 
Act Release Nos. 94204 (February 9, 2022), 87 FR 8625 (February 15, 
2022) (SR-CBOE-2021-046) (order approving Cboe's proposal, as 
amended, to permit complex orders with ratios less than one-to-three 
and greater than three-to-one to be eligible for electronic 
processing and to trade in penny increments); 95006 (May 31, 2022), 
87 FR 34334 (June 6, 2022) (SR-CBOE-2022-024) (allowing Cboe to 
retain discretion to determine on class-by-class basis eligibility 
for electronic processing of complex orders with ratios less than 
one-to-three and greater than three-to-one (i.e., ratios other than 
the standard ratio requirement). The current proposal is limited to 
allowing Complex QCC Orders regardless of ratio to be traded 
electronically. If the Exchange opts to allow other (non-QCC) 
Complex Orders in any ratio to be traded electronically, the 
Exchange will submit a separate rule filing.
    \8\ See proposed Rule 900.3NYP(g)(1)(G) (``Complex QCC Orders 
are eligible for electronic processing regardless of the ratio in 
the component legs.''). The Exchange notes that other options 
exchanges offer Complex QCC Orders, however, the rules of these 
options exchanges are silent as to whether they permit Complex QCC 
Orders in non-standard ratios to be processed electronically. See, 
e.g., Nasdaq ISE, LLC (``ISE'') Options 3, Section 12(d) (describing 
Complex Qualified Cross Orders).
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    Rule 900.3NYP(g)(1)(A) provides that a QCC Order must be comprised 
of an originating order to buy or sell at least 1,000 contracts that is 
identified as being part of a qualified contingent trade coupled with a 
contra-side order or orders totaling an equal number of contracts.\9\ A 
Complex QCC Order is a QCC Order that has more than one option leg and 
each option leg must have at least 1,000 contracts.\10\ Like QCC 
Orders, each Complex QCC Order must be a part of a ``qualified 
contingent trade'' (``QCT''), which is a transaction consisting of two 
or more component orders, one of which must be a stock leg.\11\ The 
Exchange notes that there may be instances when an order sender must 
submit a Complex QCC in a non-standard ratio to meet the QCT criteria 
(e.g., to be fully hedged).\12\
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    \9\ See Rule 900.3NYP(g)(1)(A). See also Rule 900.3NYP(g)(1)(B) 
for the definition of a Qualified Contingent Trade.
    \10\ See Rule 900.3NYP(g)(1)(A) (defining Complex QCC Orders). 
See also Rule 900.3NYP(g)(1)(D) regarding pricing requirements for 
Complex QCCs. This proposal does not alter the pricing requirements 
for Complex QCC Orders and such requirements apply regardless of 
whether a Complex QCC Order has a standard (or non-standard) ratio.
    \11\ See Rule 900.3NYP(g)(1)(B)(i). See generally Rule 
900.3NYP(g)(1)(B) (setting forth criteria for a Qualified Contingent 
Trade).
    \12\ See Rule 900.3NYP(g)(1)(B)(vi) (providing that the QCT 
transaction must be ``fully hedged (without regard to any prior 
existing position) as a result of other components of the contingent 
trade.'').
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    The proposed rule change would have no impact on the pricing of 
Complex QCCs because the same (existing) pricing requirements apply to 
all Complex QCC Orders that are electronically processed by the 
Exchange. Specifically, no option leg of a Complex QCC Order will trade 
at a price worse than the Exchange BBO \13\ and a Complex QCC Order 
will be rejected based on its price if:
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    \13\ See Rule 900.3NYP(g)(1)(D) (providing that ``no option leg 
[of a Complex QCC Order] will trade at a price worse than the 
Exchange BBO'').
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     ``any option leg cannot execute in compliance with 
paragraph (g)(1)(C) of this Rule'', i.e., cannot meet the pricing 
requirements for single-leg QCC Orders''; \14\
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    \14\ See Rule 900.3NYP(g)(1)(D)(i). See also Rule 
900.3NYP(g)(1)(C) (Execution of QCC Orders) (``A QCC Order with one 
option leg will be rejected if received when the NBBO is crossed or 
if it will trade at a price that (i) is at the same price as a 
displayed Customer order on the Consolidated Book and (ii) is not at 
or between the NBBO'' and requiring that ``[a] QCC Order with one 
option leg will never trade at a price worse than the Exchange 
BBO.'').
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     ``the best-priced Complex Order(s) on the Exchange 
contain(s) displayed Customer interest and the Complex QCC Order price 
does not improve such displayed Customer interest by 0.01;'' \15\ or
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    \15\ See Rule 900.3NYP(g)(1)(D)(ii). The Exchange proposes to 
amend current Rule 900.3NYP(g)(1)(D)(ii) to clarify that the Complex 
QCC Order must price improve any displayed Customer interest by ``at 
least'' one penny ($0.01), which would make the Rule more accurate. 
See proposed Rule 900.3NYP(g)(1)(D)(ii).
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     ``the price of the QCC Order is worse than the best-priced 
Complex Orders in the Consolidated Book.'' \16\
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    \16\ See Rule 900.3NYP(g)(1)(D)(iii). The Exchange proposes to 
amend current Rule 900.3NYP(g)(1)(D)(iii) to clarify that this 
provision refers to the price of the ``Complex'' QCC Order, which 
would make the Rule more accurate. See proposed Rule 
900.3NYP(g)(1)(D)(iii). The Exchange would continue to reject 
Complex QCC Orders (regardless of ratio) if ``the prices of the 
best-priced Complex Orders in the Consolidated Book are crossed''; 
or ``for any option leg there is no NBO.'' See Rule 
900.3NYP(g)(1)(D)(iii), (iv), respectively.
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    Thus, under this proposal, the Exchange would ensure that every 
component leg of a Complex QCC Order (regardless of ratio) would trade 
at a price that is equal to or better than the Exchange BBO and better 
than displayed Customer interest on the Exchange in the same manner as 
it does today. In other words, the proposed rule change continues to 
protect interest in the leg markets as well as displayed Customer 
interest on the Exchange.
Implementation
    This proposed change modifies a Pillar rule (i.e., with a ``P'' 
modifier). As is the case with all Pillar rules, this proposed rule 
change (as well as the entire Rule 900.3NYP) will not be implemented 
until all other Pillar-related rule filings are approved or operative, 
as applicable, and the Exchange announces the migration of underlying 
symbols to Pillar by Trader Update.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with section 
6(b) of the Securities Exchange Act of 1934 (the ``Act''),\17\ in 
general, and furthers the objectives of section 6(b)(5) of the Act,\18\ 
in particular, in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, 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.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(5).
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    In particular, the proposed rule change will remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system because it will enable the Exchange to compete on equal 
footing with other exchanges that permit trading of Complex QCCs with 
non-standard ratios.\19\ The proposed rule change would continue to 
protect investors and the public interest because the (approved) 
pricing requirements for Complex QCC Orders would continue to apply to 
Complex QCC Orders with non-standard ratios. As such, the proposal 
would ensure that the Complex QCC Order is priced equal to or better 
than the best-priced Complex Order(s) and, if there is displayed 
Customer interest on such order(s), that the execution price of the 
Complex QCC Order improves the price of the displayed Customer interest 
and improves the price of displayed Customer interest on each component 
leg of the Complex QCC Order.
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    \19\ See supra notes 5 and 7 (regarding NYSE Arca and Cboe, 
respectively).
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    In addition, the proposed change would promote just and equitable 
principles of trade, remove impediments to and perfect the mechanism of 
a free and open market and a national market system, and, in

[[Page 66927]]

general to protect investors and the public interest because it would 
provide another venue for electronically executing Complex QCC Orders 
with non-standard ratios. The proposed change would also increase 
opportunities for execution of Complex QCC Orders with non-standard 
ratios, which benefits all investors. The Exchange also believes that 
the proposed rule change would not permit unfair discrimination among 
market participants, as all market participants may opt to trade 
Complex QCC Orders with non-standard ratios.
    The Exchange believes that the proposed clarifying changes would 
ensure accuracy of the proposed rule, which benefits all investors.\20\
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    \20\ See supra notes 15-16.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange does not 
believe that its proposed rule change will impose any burden on intra-
market competition as it would apply equally to all market participants 
that opt to submit Complex QCC Orders with non-standard ratios for 
electronic processing, which orders the Exchange will process in a 
uniform manner.
    The Exchange does not believe that its proposed rule change will 
impose any burden on inter-market competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, rather the 
Exchange believes that its proposal will promote inter-market 
competition. As noted here, the proposed change is competitive as 
another options exchange currently permits Complex QCC Orders with non-
standard ratios to be traded electronically. The Exchange's proposal 
will enhance inter-market competition by providing an additional venue 
where investors may electronically execute Complex QCC Orders with non-
standard ratios, giving investors greater flexibility and a choice of 
where to send their orders. Market participants may find it more 
convenient to access one exchange over another or may choose to 
concentrate volume at a particular exchange to maximize the impact of 
volume-based incentive programs or may prefer the trade execution 
services of one exchange over another.

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

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

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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to section 19(b)(3)(A)(iii) of the Act \21\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\22\
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    \21\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \22\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSEAMER-2023-44 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-2023-44. 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-2023-44 and should 
be submitted on or before October 19, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-21139 Filed 9-27-23; 8:45 am]
BILLING CODE 8011-01-P