[Federal Register Volume 89, Number 15 (Tuesday, January 23, 2024)]
[Notices]
[Pages 4358-4361]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-01188]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99354; File No. SR-NYSEAMER-2024-03]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change To Modify Rule
980NYP
January 17, 2024.
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 January 9, 2024, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``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 980NYP (Electronic Complex
Order Trading) to specify additional trading interest that would result
in the early end of a Complex Order Auction (``COA''). 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 980NYP (Electronic Complex
Order Trading) to specify additional trading interest that would result
in the early end of a Complex Order Auction (``COA'').
Rule 980NYP reflects how Electronic Complex Orders (``ECOs'') will
trade on the Exchange \4\ and paragraph (f) to this rule describes the
handling of ECOs submitted to the Complex Order Auction (COA)
process.\5\ When a COA Order initiates a COA, the Exchange disseminates
a Request for Response (``RFR'') to solicit potentially price-improving
ECO interest--which solicited interest includes interest designated to
respond to the COA (i.e., COA GTX Orders) and unrelated price-improving
ECO interest (resting and newly arriving) that arrives during the
Response Time Interval (each an ``RFR Response'') (collectively, the
``auction interest'').\6\ The COA lasts for the duration of the
Response Time Interval unless, during the COA, the Exchange receives
certain options trading interest that requires the COA to conclude
early.\7\ When the COA concludes, the COA Order executes first with
price-improving ECO interest, next with any contra-side interest,
including the leg markets (if permissible),\8\ and any remaining
balance (that is not cancelled) is ranked in the Consolidated Book (the
``Consolidated Book'' or ``Book'').\9\ Once the COA Order executes to
the extent possible--whether with the best-priced Complex Orders or the
best-priced interest in the leg markets--and is placed in the Book, the
Exchange will update its complex order book and, if applicable, the
Exchange BBO (as a result of any executions of the COA Order with the
leg markets).
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\4\ See generally Rule 980NYP (Electronic Complex Order
Trading). Unless otherwise specified, all capitalized terms used
herein have the same meaning as is set forth in Rule 980NYP.
\5\ See Rules 980NYP(f) (Execution of ECOs During a COA), (f)(1)
(Initiation of a COA), (f)(2) (Pricing of a COA). See also Rule
980NYP(a)(3)(A) (defining a ``COA Order'' as an ECO designated as
eligible to initiate a COA).
\6\ See Rules 980NYP(a)(3)(B) (defining, and detailing the
information included in, each RFR); (a)(3)(C) (defining each ``RFR
Response'' as, among other things, ``any ECO'' received during the
Response Time Interval that is in the same complex strategy as, and
is marketable against, the COA Order); and (a)(3)(D) (defining the
Response Time Interval as the period during which RFR Responses may
be entered, which period ``will not be less than 100 milliseconds
and will not exceed one (1) second,'' as determined by the Exchange
and announced by Trader Update). See Rule 980NYP(b)(2)(C) (defining
a ``COA GTX Order,'' including that such order is submitted in
response to an RFR announcing a COA and will trade with the COA
Order to the extent possible and then cancel).
\7\ See Rule 980NYP(f)(3)(A)-(D) (setting forth the
circumstances under which a COA will conclude before the end of the
Response Time Interval).
\8\ The Exchange notes that there are certain limitations to how
an ECO, including a COA Order post-COA, may interact with the leg
markets. See, e.g., Rule 980NYP(e)(1)(A) (providing, in relevant
part, that the leg markets will trade first with an ECO, but only if
the legs can execute with the ECO ``in full or in a permissible
ratio,'' and, once the leg markets trade with the ECO to the extent
possible, such ECO will trade with same-priced ECOs resting in the
Book). See also Rule 980NYP(e)(1)(C)-(D) (describing ECOs that are
not permitted to trade with the leg markets).
\9\ See Rule 980NYP(f)(4)(A)-(C) (Allocation of COA Orders)
(providing, in relevant part, that when a COA ends early or at the
end of the RTI, a COA Order trades first with price-improving
interest, next ``with any contra-side interest, including the leg
markets, unless the COA is designated as a Complex Only Order'' and
any remaining portion is ranked in the Consolidated Book and the COA
Order is processed as an ECO pursuant to Rule 980NYP(e) (Execution
of ECOs During Core Trading Hours). See Rule 900.2NY (defining
Consolidated Book as ``the Exchange's electronic book of orders and
quotes.'').
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The Exchange proposes to modify Rule 980NYP(f)(3) to add new
paragraph (E), which would provide that a COA in progress will end
early any time there is a Complex Qualified Contingent Cross (``QCC'')
Order submitted in the same complex strategy as the COA Order.\10\ By
its terms, a Complex QCC Order ``that is not rejected'' by the
Exchange, ``will immediately trade in full at its price.'' \11\ To
avoid rejection, a Complex
[[Page 4359]]
QCC Order must satisfy certain price validations, including that each
option leg must be priced at or between the NBBO and may not be priced
worse than the Exchange BBO; and, that the transaction price must be
equal to or better than the best-priced Complex Orders, unless the
best-priced Complex Orders contains [sic] displayed Customer interest,
in which case the transaction price must improve such interest.\12\ In
addition, each component leg of the Complex QCC Order must trade at a
price that is better than displayed Customer interest on the
Consolidated Book.\13\
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\10\ See proposed Rule 980NYP(f)(3)(E). See Rules
900.3NYP(g)(1)(A) (providing that a ``Complex QCC Order'' is a QCC
with more than one option leg and specifying that ``each option leg
must have at least 1,000 contracts'') and (g)(1)(D) (setting forth
the pricing requirements that a Complex QCC Order must meet, or else
it will be rejected).
\11\ See Rule 900.3NYP(g)(1)(A) (providing that a QCC Order,
including a Complex QCC Order, ``that is not rejected per paragraph
(g)(1)(C) [Execution of QCC Orders] or (D) [Execution of Complex QCC
Orders] below will immediately trade in full at its price'').
\12\ See Rule 900.3NYP(g)(1)(D)(i)-(iii).
\13\ See Rule 900.3NYP(g)(1)(D)(i).
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As noted above, until a COA concludes, the Book is not updated to
reflect any COA Order executions (with price-improving auction interest
or with resting ECO or leg market interest) or any balance of the COA
Order ranking in the Book. Thus, to allow the later-arriving Complex
QCC Order to be evaluated based on the most up-to-date Book, the
Exchange proposes to end a COA upon the arrival of a Complex QCC Order
in the same complex strategy. This proposed early termination would
allow the Exchange to incorporate executions from the COA, or any
remaining balance of the COA Order, to conduct the requisite price
validations per Rule 900.3NYP(g)(1)(D) for the Complex QCC Order (i.e.,
based on the NBBO, Exchange BBO, and best-priced Complex Orders on the
Exchange following the COA Order executions and ranking).\14\
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\14\ The Exchange notes that, to date, there have been zero
instances of a Complex QCC Order arriving during (and resulting in
the early end) of a COA in the same complex strategy, pursuant to
Rule 980NYP. The Exchange implemented Rule 980NYP coincident with
the Exchange's migration to its Pillar trading platform, which
migration began on October 23, 2023, and was completed on October
30, 2023.
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The proposed rule change would be consistent with current Rule
980NYP(f)(3)(A)-(D), which describes four circumstances that cause the
early end of a COA to ensure that later-arriving interest does not
trade ahead of a COA Order and to ensure that the Book is updated to
reflect executions resulting from the COA. The Exchange believes that
the proposed rule change achieves this same objective. As with the
existing early end scenarios, the proposed early end of a COA does not
prevent the COA Order from trading with any interest, including price-
improving interest, that arrived prior to the early termination (i.e.,
because of a Complex QCC Order in the same complex strategy as the
COA). In addition, any portion of the COA Order that does not trade in
the COA is placed on the Consolidated Book where it continues to have
opportunities to trade.\15\
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\15\ See supra note 9 (describing that any remaining portion of
a COA Order following the COA will be placed on the Consolidated
Book and will be processed as an ECO).
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The Exchange notes that at least two other options exchanges offer
both Complex QCC Orders and COA functionality and each has opted for a
different way to address the race condition posed by these two
features. For example, per the technical specifications for complex
orders executed on Cboe Exchange Inc. (``Cboe''), a Complex QCC Order
is ``immediately executed or canceled on entry'' and is not
``restricted by other auction types going on at the same time'' and, as
such, the price validations on the later-arriving Complex QCC are
(apparently) done without consideration of the COA process and its
potential impact on Cboe's Complex Order Book.\16\ Alternatively, on
MIAX Options Exchange (``MIAX''), a later-arriving Complex QCC Order is
rejected ``if, at the time of receipt'' the complex strategy is subject
to, among other things, ``a Complex Auction pursuant to Rule 518(d).''
\17\
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\16\ See Cboe, US Options Complex Book Process, Section 10,
Complex Qualified Contingent Cross (Complex QCC), available here:
https://cdn.cboe.com/resources/membership/US-Options-Complex-Book-Process.pdf (providing that, on Cboe, ``Complex QCCs will not be
restricted by other auction types going on at the same time in the
Complex or Simple Book''). The Exchange was unable to find a
codification in Cboe's rules of this technical specification (i.e.,
that Complex QCC Orders are executed without regard for any ongoing
auctions). The Exchange notes that the complex auction process
described in Cboe Rule 5.33(d) is substantially similar to the
Exchange's COA process. Compare Rule 980NYP(f) with Cboe Rule
5.33(d)(3) (describing Complex Order Auction process).
\17\ See MIAX Rule 516(h)(4) (describing a Complex QCC Order or
``cQCC Order'' and providing that such order will be rejected ``if,
at the time of receipt of the cQCC Order: (i) the strategy is
subject to . . . a Complex Auction pursuant to Rule 518(d)''). The
Exchange notes that the complex auction process described in MIAX
Rule 518(d) is substantially similar to the Exchange's COA process.
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The Exchange believes that its proposal to codify by rule its
distinct approach to resolving the same issue faced by Cboe and MIAX
would provide the best protection to its market participants.
Specifically, by ending a COA upon the arrival of a Complex QCC Order
in the same complex strategy, the Exchange ensures that the COA Order
executes to the extent possible and that the Exchange relies on the
most-up-to-date Book (following executions in the COA) to validate the
price of the Complex QCC. This proposed approach prevents the Exchange
from ignoring complex orders being auctioned when conducting price
validations for later-arriving Complex QCC Orders or from rejecting
potentially valid Complex QCC Orders that arrive during a COA. As such,
the Exchange believes that its proposal would help preserve--and
maintain investor's confidence in--the integrity of the Exchange's
local market. As such, the Exchange believes that the proposed change
would benefit investors and would not place an undue burden on
competition because investors are free to direct their complex order
flow to other options exchanges, including Cboe or MIAX. Likewise, once
this proposed rule change is effective, other options exchanges,
including Cboe and MIAX, are free to copy the order handling proposed
herein.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act''),\18\ in general, and
furthers the objectives of Section 6(b)(5),\19\ in particular, because
it is designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in 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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\18\ 15 U.S.C. 78f(b).
\19\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed amendment to Rule
980NYP(f)(3) regarding the additional circumstance that would cause a
COA to end early would promote just and equitable principles of trade
because it would ensure that the COA Order is executed to the extent
possible and, if applicable, is ranked in the Consolidated Book before
the Exchange evaluates the later-arriving Complex QCC Order. As noted
above, until the COA concludes, the Book is not updated to reflect any
COA Order executions (with price-improving auction interest or with
resting ECO or leg market interest) or any balance of the COA Order
ranking in the Book. This proposed early termination would then allow
the Exchange to incorporate executions from the COA, or any remaining
balance of the COA Order, to conduct the requisite price validations
[[Page 4360]]
for the Complex QCC Order (per Rule 900.3NYP(g)(1)(D)) based on the
most up-to-date Book (i.e., based on the NBBO, Exchange BBO, and best-
priced Complex Orders on the Exchange following the COA).\20\
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\20\ See supra note 14 (noting that, to date, there have been
zero instances of a Complex QCC Order arriving during (and resulting
in the early end) of a COA in the same complex strategy, pursuant to
Rule 980NYP).
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As noted herein, current Rule 980NYP(f)(A)-(D) describes four
circumstances under which a COA must end early to ensure that later-
arriving interest does not trade ahead of a COA Order and to ensure
that the Book is updated to reflect executions resulting from the COA.
The Exchange believes that the proposed rule change achieves this same
objective. As with the existing early end scenarios, the proposed early
end of a COA does not prevent the COA Order from trading with any
interest, including price-improving interest, that arrived prior to the
early termination (i.e., because of a Complex QCC Order in the same
complex strategy as the COA). As such, the proposed change would
benefit investors because it would ensure the timely executions of COA
Orders (at potentially improved prices) and would also allow a timely
execution of the Complex QCC Orders in the same complex strategy as the
COA Order. In addition, the proposal would ensure that the prices used
to validate a Complex QCC Order would incorporate executions from the
COA, or any remaining balance of the COA Order.\21\
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\21\ As noted herein, any portion of the COA Order that does not
trade in the COA is placed in the Consolidated Book where it
continues to have opportunities to trade. See, e.g., supra note 9.
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At least two other options exchanges have taken different
approaches to address how to handle the arrival of a Complex QCC Order
while a Complex Order Auction is in progress. As noted herein, the
Exchange believes that its proposed approach would provide the best
protection to investors because ending a COA upon receipt of a Complex
QCC Order would ensure that the COA Order executes to the extent
possible and that the Exchange relies on the most-up-to-date Book
(following executions in the COA) to validate the price of the Complex
QCC Order. Thus, the Exchange believes the proposed rule change would
promote just and equitable principles of trade because it would help
preserve--and maintain investor's confidence in--the integrity of the
Exchange's local market.
Finally, the Exchange believes that modifying the rule as proposed
would add clarity and transparency to Rule 980NYP regarding the
handling of COA Orders.
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 intra-market competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The proposed
rule change would apply in the same manner to all similarly-situated
market participants that opt to utilize the COA process, the use of
which is voluntary and, as such, market participants are not required
to avail themselves of this process.
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 because the
proposed change is designed to ensure that both a COA Order and a
Complex QCC Order receive timely executions based on current market
conditions. To the extent that other options exchanges, like Cboe or
MIAX, offer complex order auctions and Complex QCC Orders, such
exchanges are free to adopt (if they have not already done so) the
early termination provision proposed herein.
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
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \22\ and Rule 19b-4(f)(6) thereunder.\23\
Because the proposed rule change does not: (i) significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\24\
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\22\ 15 U.S.C. 78s(b)(3)(A)(iii).
\23\ 17 CFR 240.19b-4(f)(6).
\24\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file the proposed rule change, along with a brief
description and text of 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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A proposed rule change filed under Rule 19b-4(f)(6) \25\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\26\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest.
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\25\ 17 CFR 240.19b-4(f)(6).
\26\ 17 CFR 240.19b-4(f)(6)(iii).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \27\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\27\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NYSEAMER-2024-03 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-2024-03. 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
[[Page 4361]]
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-2024-03 and should be submitted on or before February 13,
2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-01188 Filed 1-22-24; 8:45 am]
BILLING CODE 8011-01-P