[Federal Register Volume 89, Number 85 (Wednesday, May 1, 2024)]
[Notices]
[Pages 35270-35288]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-09329]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100033; File No. SR-NYSEAMER-2024-24]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Adopt Rule 
971.2NYP Regarding the Operation of the Customer Best Execution Auction 
for Complex Orders on the NYSE American Pillar Trading Platform

April 25, 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 April 10, 2024, NYSE American LLC (``NYSE American'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt new Rule 971.2NYP regarding the 
operation of its Customer Best Execution (``CUBE'') Auction for Complex 
Orders on the Exchange's Pillar trading technology platform and to 
modify and make conforming changes to Rules 900.2NY, 971.2NY, 980NYP, 
and 935NY. 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 adopt Rule 971.2NYP (the ``proposed 
Rule'') to reflect the operation of its Complex CUBE Auction (the 
``Complex CUBE Auction''; ``Complex CUBE''; or the ``Auction'') on the 
Exchange's Pillar trading technology platform and to modify and make 
conforming changes to Rules 900.2NY, 971.2NY, 980NYP, and 935NY.
Background
    In October 2023, the Exchange completed its transition to its 
Pillar trading technology platform (``Pillar'').\4\ Co-incident with 
this transition, the Exchange implemented new rules applicable to 
options trading on Pillar, each of which--like the proposed Rule--
includes the modifier ``P'' appended to the rule number.\5\ For 
example, the Exchange has adopted Pillar rules that govern options 
trading regarding: the priority, ranking, and allocation of single-leg 
interest, including Rule 964NYP (``Pillar Rule 964NYP''); \6\ the 
operation of order types, Market Maker quotations, opening auctions, 
and risk controls; \7\

[[Page 35271]]

and the trading of Electronic Complex Orders (``ECOs'') (``Pillar Rule 
980NYP'').\8\
---------------------------------------------------------------------------

    \4\ See Trader Update, NYSE American Options: NYSE Pillar Final 
Migration Tranche, dated October 30, 2023, available here: https://www.nyse.com/trader-update/history#110000748137 (announcing the last 
phase of the Pillar migration). Now that the Exchange has completed 
its migration to Pillar, it plans to file a rule proposal to delete 
rules that are no longer operative because they applied only to pre-
Pillar trading on the Exchange (including pre-Pillar Rule 971.2NY). 
In the meantime, for the sake of clarity, the Exchange proposes to 
add a preamble to pre-Pillar Rule 971.2NY specifying that it is no 
longer applicable to Complex CUBE Auctions on Pillar, which would 
add clarity, transparency, and internal consistency to Exchange 
rules.
    \5\ See, e.g., proposed Rule 971.2NYP. Upon migration, the 
Pillar rules replaced and superseded the corollary pre-Pillar 
rules--most of which have the same rule number without the ``P'' 
modifier. See, e.g., infra note 5 [sic], Pillar Priority Filing 
(adopting, among other rules, Pillar Rule 964NYP, which replaced and 
superseded pre-Pillar Rule 964NY when the Exchange migrated to 
Pillar).
    \6\ See Rules 964NYP (Order Ranking, Display, and Allocation), 
964.1NYP (Directed Orders and DOMM Quoting Obligations) and 964.2NYP 
(Participation Entitlement of Specialist Pool and Designation of 
Primary Specialist) (collectively, the ``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 
Pillar Priority Rules on an immediately effective basis, which rules 
utilize Pillar concepts and incorporate the Exchange's pre-Pillar 
Customer priority and pro rata allocation model) (the ``Pillar 
Priority Filing'').
    \7\ See Securities Exchange Act Release No. 97869 (July 10, 
2023), 88 FR 45730 (July 17, 2023) (SR-NYSEAMER-2023-34) (adopting, 
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)).
    \8\ See Securities Exchange Act Release No. 97739 (June 15, 
2023), 88 FR 40893 (June 22, 2023) (SR-NYSEAMER-2023-17) (order 
approving Pillar Rule 980NYP (Electronic Complex Order Trading) (the 
``Pillar Complex Approval Order''). Pillar Rule 980NYP(a)(7) defines 
an ``Electronic Complex Order'' or ``ECO'' to mean any Complex 
Order, as defined in Pillar Rule 900.3NYP(f).
---------------------------------------------------------------------------

    In addition, as discussed herein, the Exchange adopted a new rule 
to describe the operation of single-leg CUBE Auctions on Pillar 
(``Pillar Rule 971.1NYP''). The CUBE Auction is the Exchange's 
electronic crossing mechanism with a price improvement auction for 
single-leg and complex trading interest.\9\ Since the migration, Pillar 
Rule 971.1NYP governs single-leg CUBE Auctions.\10\ The purpose of this 
filing is to adopt a Pillar rule that governs the operation of Complex 
CUBE Auctions on Pillar--i.e., proposed Rule 971.2NYP.\11\
---------------------------------------------------------------------------

    \9\ In 2014, the Exchange introduced its CUBE Auction 
functionality for single-leg trading interest pursuant to Rule 
971.1NY and, in 2018, the Exchange introduced Complex CUBE Auction 
functionality pursuant to Rule 971.2NY. See, e.g., Securities 
Exchange Act Release Nos. 72025 (April 25, 2014), 79 FR 24779 (May 
1, 2014) (SR-NYSEMKT-2014-17) (order approving single-leg CUBE 
Auctions per Rule 971.1NY); and 83384 (June 5, 2018), 83 FR 27061 
(June 11, 2018) (SR-NYSEAMER-2018-05) (order approving Complex CUBE 
Auctions per Rule 971.2NY).
    \10\ See Securities Exchange Act Release No. 97938 (July 18, 
2023), 88 FR 47536 (July 24, 2023) (NYSEAMER-2023-35) (adopting, on 
an immediately effective basis, Pillar Rule 971.1NYP (the ``Pillar 
Single-Leg CUBE Filing''). Pillar Rule 971.1NYP replaced and 
superseded pre-Pillar Rule 971.1NY, which does not apply to trading 
on Pillar.
    \11\ As discussed infra, prior to the Exchange's migration to 
Pillar, Rule 971.2NY governed Complex CUBE Auctions (referred to 
herein as the ``pre-Pillar Rule' ''``pre-Pillar Rule 971.2NY''; or 
``pre-Pillar Complex CUBE functionality''). On Pillar, however, Rule 
971.2NY is no longer applicable. As such, since completing the 
Pillar migration, the Exchange has not conducted Complex CUBE 
Auctions.
---------------------------------------------------------------------------

    As detailed below, the proposed Rule would maintain the core 
aspects of pre-Pillar Complex CUBE Auction functionality, but would 
incorporate applicable Pillar rules (e.g., regarding priority and 
allocation of Auction interest) and would include modifications and 
functionality enhancements that are available on Pillar.\12\ One such 
modification is a competitive change to the pricing requirements to 
initiate (and participate in) Complex CUBE Auctions on Pillar, which is 
designed to enable the Exchange to better compete for complex auction 
order flow.\13\ Similarly, to the extent that the proposed Rule differs 
from pre-Pillar Complex CUBE functionality, the Exchange believes that 
such changes are consistent with existing Pillar functionality for 
single-leg CUBE Auctions or with functionality offered on a competing 
options exchange and are therefore not new or novel.\14\
---------------------------------------------------------------------------

    \12\ Although the Exchange describes CUBE Auction functionality 
for single-leg and complex interest in two separate rules (i.e., 
Pillar Rule 971.1NYP and proposed Rule 971.2NYP, respectively), the 
Exchange utilizes the same mechanism to process all CUBE Auctions.
    \13\ See Cboe Exchange, Inc. (``Cboe'') Rule 5.38(b)(1) and 
(c)(5)(B) (describing Cboe's Complex Automated Improvement Mechanism 
(``C-AIM''), which includes pricing requirements to both initiate 
and participate in a C-AIM that are substantially similar those 
proposed herein, as discussed, infra.).
    \14\ See generally Pillar Rule 971.1NYP and the Single-Leg 
Pillar Filing (as discussed, infra, includes the same functionality 
enhancements as proposed herein). See generally Cboe Exchange, Inc. 
(``Cboe'') Rule 5.38 (describing Cboe's C-AIM, which, as discussed, 
infra, includes substantially the same functionality as certain of 
the modifications and enhancements in the proposed Rule as noted 
herein).
---------------------------------------------------------------------------

Summary of Proposed Modifications to Complex CUBE Auction Functionality
    In addition to retaining the fundamental aspects of pre-Pillar 
Complex CUBE functionality, the proposed Rule would: incorporate 
existing Pillar functionality that would determine the pricing, 
priority, and allocation of interest in Complex CUBE Auctions; include 
competitive changes to pricing requirements to initiate an Auction; and 
adopt enhancements to Auction functionality that are identical (or 
substantively identical) to existing Pillar functionality for single-
leg CUBE Auctions, which functionality is also available on another 
options exchange as noted herein. Specifically, and as described in 
detail below, the Exchange proposes to modify the Complex CUBE Auction 
on Pillar as follows:
     CUBE BBO, Initiating Price, and Range of Permissible 
Executions. Adopt a revised definition of CUBE BBO, which incorporates 
Pillar priority rules regarding displayed Customer interest \15\ as 
well as the Pillar concept of a Derived BBO (or ``DBBO'').\16\ 
Consistent with the proposed CUBE BBO, the Exchange also proposes to 
update the requirements for the initiating price and range of 
permissible executions. Further, to the extent that the proposed 
requirements to initiate and participate in a Complex CUBE Auction 
differ from pre-Pillar Complex CUBE functionality, the Exchange 
believes that such changes are consistent (and competitive) with 
another options exchange that offers a complex price improvement 
auction.\17\
---------------------------------------------------------------------------

    \15\ See, e.g., Pillar Rule 964NYP(e) (providing that, at each 
price, displayed Customers have first priority followed by displayed 
non-Customers, and followed (last) by non-displayed interest (with 
non-displayed Customers having priority over non-displayed, non-
Customers). See generally Rule 980NYP (requiring that when an ECO 
trades with another ECO (i.e., cannot trade with the leg markets--
like a Complex CUBE Order--the ECO must, in certain circumstances, 
trade at a price that improves (is better than) the displayed 
Customer interest to yield priority to such interest, including for: 
ECO Auction Collars (see Rule 980NYP(d)(3)), ECOs designated as 
Complex Only Orders (see Rule 980NYP(e)(1)(C)); and ECOs initiating 
or participating in a Complex Order Auction (see Rule 980NYP(f)(1) 
and (f)(2)(A)).
    \16\ For a more detailed discussion of the DBBO, see the Pillar 
Complex Approval Order, 88 FR, at 40896-98. See also Pillar Rule 
980NYP(a)(5) (defining the DBBO).
    \17\ See Cboe Rule 5.38(b)(1) and (e)(5)(B) (regarding pricing 
requirements for participation in C-AIM, as discussed infra).
---------------------------------------------------------------------------

     Response Time Interval. Modify the Response Time Interval 
for a Complex CUBE Auction to be for a set duration as opposed to the 
random duration that currently applies to Auctions, which would align 
the proposed Rule with Pillar Rule 971.1NYP for single-leg CUBE 
Auctions on Pillar.\18\
---------------------------------------------------------------------------

    \18\ See Pillar Rule 971.1NYP(c)(1)(B). As described herein, on 
Pillar, the proposed Response Time Interval would continue to be no 
less than 100 milliseconds and no more than one (1) second. Compare 
proposed Rule 971.2NYP(c)(1)(B) with pre-Pillar Rule 
971.2NY(c)(1)(B).
---------------------------------------------------------------------------

     Complex GTX Order Handling. Update Complex GTX Order 
functionality to reflect handling on Pillar, including how such orders 
will be prioritized per Pillar Rule 964NYP(e), that such orders may 
include a specific CUBE ``AuctionID'', and that such orders will cancel 
(rather than continue to trade) after executing with the Complex CUBE 
Order, if at all, which order handling would align the proposed Rule 
with Pillar Rule 971.1NYP for single-leg CUBE Auctions on Pillar.\19\
---------------------------------------------------------------------------

    \19\ See Pillar Rule 971.1NYP(c)(1)(C)(i) (describing the same 
GTX Order functionality for single-leg CUBE Auctions on Pillar).
---------------------------------------------------------------------------

     Early End Scenarios based on market updates. Reduce and 
streamline the number of circumstances that would cause an Auction to 
end early, which remaining early end scenarios are consistent with the 
early end scenarios set forth in its pre-Pillar Rule 971.2NY(c)(3)(C)-
(D) and (c)(3)(F).\20\ This proposed change does not impact nor alter 
the requirement that a Complex CUBE Auction end early if there is a 
trading halt in any of the component series, which early termination 
reason is distinct from

[[Page 35272]]

ending an Auction early based on incoming options trading interest.\21\
---------------------------------------------------------------------------

    \20\ See pre-Pillar Rule 971.2NY(c)(3)(A)-(F) (which sets forth 
the pre-Pillar early end scenarios).
    \21\ Compare proposed Rule 971.2NYP(c)(2) with pre-Pillar Rule 
971.2NY(c)(2) (both providing that an Auction will end early if 
there is a trading halt in any of the component series).
---------------------------------------------------------------------------

     Surrender Quantity. Provide Complex Contra Orders that 
guarantee Complex CUBE Orders with a stop price the option of 
requesting to receive a lesser participant guarantee than the standard 
40% (i.e., the Surrender Quantity), which would align the proposed Rule 
with Pillar Rule 971.1NYP for single-leg CUBE Auctions on Pillar.\22\
---------------------------------------------------------------------------

    \22\ See Pillar Rule 971.1NYP(c)(4)(C) (describing the same 
optional Surrender Quantity functionality for single-leg CUBE 
Auctions on Pillar).
---------------------------------------------------------------------------

     Concurrent Auctions. Permit multiple Complex CUBE Auctions 
in the same complex strategy \23\ to occur at the same time and specify 
how such Auctions are processed and, to correspond with this 
functionality change, add ``AuctionID'' functionality to allow auction 
responses (i.e., Complex GTX Orders) to specify the Complex CUBE Order 
with which they would like to trade, which would align the proposed 
Rule with Pillar Rule 971.1NYP for single-leg CUBE Auctions on 
Pillar.\24\
---------------------------------------------------------------------------

    \23\ The Exchange notes that ``complex strategy'' means a 
particular combination of leg components and their ratios to one 
another. Pillar Rule 980NYP(a)(4). 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. See id.
    \24\ See Pillar Rule 971.1NYP(c), (c)(1)(A) (describing the same 
concurrent auction functionality for single-leg CUBE Auctions on 
Pillar).
---------------------------------------------------------------------------

     Complex CUBE Order Allocation. Update Auction 
functionality to reflect the allocation of Complex CUBE Orders against 
RFR Responses in alignment with Pillar Rule 964NYP (Order Ranking, 
Display, and Allocation), which would align the proposed Rule with 
Pillar Rule 971.1NYP for single-leg CUBE Auctions on Pillar.\25\
---------------------------------------------------------------------------

    \25\ See Pillar Rule 971.1NYP(c)(4) (describing the same order 
allocation functionality for single-leg CUBE Auctions on Pillar--
i.e., the rule likewise incorporates the priority scheme set forth 
in Pillar Rule 964NYP).
---------------------------------------------------------------------------

    In addition to the foregoing modifications and enhancements, the 
proposed Rule includes descriptions of pre-Pillar Complex CUBE 
functionality that will persist on Pillar. However, the Exchange 
proposes to streamline, clarify, or relocate certain of these 
descriptions (as indicated herein) to make the proposed Rule more 
succinct and easier to understand.\26\
---------------------------------------------------------------------------

    \26\ For example, the Exchange proposes to replace reference to 
``$0.01'' with ``one cent ($0.01),'' which the Exchange believes 
would add clarity and transparency to the proposed Rule. See 
proposed Rule 971.2NYP(a)(1) (A)(ii) and (iv).
---------------------------------------------------------------------------

Proposed Rule 971.2NYP: Complex CUBE Auctions on Pillar \27\
---------------------------------------------------------------------------

    \27\ As noted herein, pre-Pillar Rule 971.2NY is not applicable 
on Pillar and the Exchange is not currently conducting Complex CUBE 
Auctions on Pillar. See supra note 11.
---------------------------------------------------------------------------

    Complex CUBE Auctions on Pillar will function in a manner that is 
substantively identical to pre-Pillar Complex CUBE Auctions, with 
proposed modifications and enhancements specified herein.\28\
---------------------------------------------------------------------------

    \28\ Compare proposed Rule 971.2NYP with pre-Pillar Rule 
971.2NY. The proposed Rule updates certain internal (and external) 
cross-references to reflect the (re)organization of the proposed 
Rule and to reflect the applicable Pillar rule(s), which differences 
are not material because they do not impact functionality. The 
Exchange has also made the stylistic choice to reorganize certain 
provisions in the proposed Rule to better align with corollary 
provisions in Pillar Rule 971.1NYP.
---------------------------------------------------------------------------

Initiating and Pricing of Complex CUBE Auctions Based on the CUBE BBO
    Proposed Rule 971.2NYP would begin by describing the general 
requirements for initiating a Complex CUBE Auction.
     Proposed Rule 971.2NYP(a) is substantively identical to 
Rule 971.2NY(a) and would provide that a ``Complex CUBE Order'' is a 
Complex Order, as defined in Pillar Rule 900.3NYP(f), submitted 
electronically by an ATP Holder (``Initiating Participant'') into the 
Complex CUBE Auction, that the Initiating Participant represents as 
agent on behalf of a public customer, broker dealer, or any other 
entity. The Exchange notes that this provision includes the updated 
reference to the definition of Complex Orders set forth in Rule 
900.3NYP(f) (rather than pre-Pillar Rule 900.3NY(e)), which difference 
is immaterial because the definition in both rules is substantively 
identical.\29\
---------------------------------------------------------------------------

    \29\ See also Pillar Rule 900.3NYP(f) (providing a Complex Order 
is any order involving the simultaneous purchase and/or sale of two 
or more different option series in the same underlying security, 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). As 
discussed infra, the Exchange proposes to modify Pillar Rule 980NYP, 
which governs Electronic Order Trading, to include ``Complex CUBE 
Orders'' as a type of ECO available for trading on the Exchange. See 
proposed Rule 980NYP(b)(1).
---------------------------------------------------------------------------

    [cir] Proposed Rule 971.2NYP(a)(1) is substantively identical to 
Rule 971.2NY(a)(1)(A)-(B) insofar as it would provide that the 
Initiating Participant would guarantee the execution of the Complex 
CUBE Order by submitting a contra-side order (``Complex Contra Order'') 
representing principal interest or non-Customer interest it has 
solicited to trade solely with the Complex CUBE Order at a specified 
price (``stop price'') or by utilizing auto-match limit features (as 
described in proposed paragraph (b)(1) of the Rule).\30\ The proposed 
Rule also specifies that neither the stop price nor the auto-match 
limit price would be displayed, which detail is consistent with 
(although not specified in) the pre-Pillar Rule and would therefore add 
clarity, transparency and internal consistency to Exchange rules.\31\
---------------------------------------------------------------------------

    \30\ The Exchange notes that the internal cross-reference in the 
proposed Rule has been updated and expanded to include descriptions 
of the stop price and auto-match limit price, which difference from 
pre-Pillar Complex CUBE functionality is not material because it 
does not impact functionality.
    \31\ See proposed Rule 971.2NYP(a)(1). The Exchange notes that 
including the proposed rule text would also align with the Pillar 
rule for single-leg CUBE Auctions. See Pillar Rule 971.1NYP(a)(1) 
(specifying that in a single-leg CUBE Auction neither the stop price 
nor auto-match limit price are displayed).
---------------------------------------------------------------------------

    Next, the Exchange proposes to add a ``Definitions'' section to 
describe concepts applicable to the proposed Rule. As described below, 
the proposed terms are the same in name as those used to describe pre-
Pillar Complex CUBE functionality but are not necessarily the same in 
substance.\32\ As such, the requirements for starting a Complex CUBE 
Auction on Pillar are not identical to the requirements set forth in 
the pre-Pillar Rule. Because most of the proposed definitions cross-
reference other defined concepts, the Exchange has organized its 
discussion of these terms not alphabetically (as is done in the 
proposed Rule) but instead in a manner that is designed to make the 
proposed functionality easier to comprehend.
---------------------------------------------------------------------------

    \32\ See proposed Rule 971.2NYP(a)(1)(A) (setting forth 
``Definitions'' for purposes of the proposed Rule). The Exchange 
notes that this proposed section obviates the need for pre-Pillar 
Commentary .02 (setting forth ``Definitions'' for purposes of the 
pre-Pillar Rule). As discussed infra, the omission of this 
Commentary does not alter the functionality of the proposed Rule and 
is therefore immaterial.
---------------------------------------------------------------------------

     DBBO. The Exchange proposes that DBBO would have the 
meaning set forth in Pillar Rule 980NYP(a)(5).\33\ The Pillar concept 
of the DBBO refers to the derived best net bid (``DBB'') and derived 
best net offer (``DBO'') \34\ for a complex strategy. As described in 
the Pillar Complex Approval Order, the concept of the DBBO was based on 
the

[[Page 35273]]

definition of Derived BBO set forth in Rule 900.2NY \35\ but is more 
expansive in that it ensures that Electronic Complex Orders (ECOs) do 
not execute too far away from the prevailing market (i.e., is bound by 
the Away Market Deviation) and provides alternative means of 
calculating the DBBO (e.g., by looking to the contra-side best bid 
(offer) in the absence of same-side interest).\36\
---------------------------------------------------------------------------

    \33\ See proposed Rule 971.2NYP(a)(1)(A)(iii) (defining DBBO).
    \34\ The DBBO provides for the establishment of a derived 
(theoretical) bid or offer for a particular complex strategy. See 
Pillar Rule 980NYP(a)(5) (defining the DBBO and providing that the 
bid (offer) price used to calculate the DBBO on each leg will be the 
Exchange BB (BO) (if available), bound by the maximum allowable Away 
Market Deviation). The Away Market Deviation, as defined in Pillar 
Rule 980NYP(a)(1), ensures that an ECO does not execute too far away 
from the prevailing market. Pillar Rule 980NYP(a)(5) also provides 
for the establishment of the DBBO in the absence of an Exchange BB 
(BO), or ABB (ABO), or both.
    \35\ 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'').
    \36\ See Pillar Complex Approval Order, 88 FR, at 40896-98.
---------------------------------------------------------------------------

     Complex BBO. The Exchange proposes to define the Complex 
BBO as ``the best-priced complex order(s) in the same complex strategy 
to buy (sell)'' and would provide that ``[t]he Complex BB cannot exceed 
the DBO and the Complex BO cannot exceed the (DBB).'' \37\ The proposed 
definition is substantively the same as the definition of Complex BBO 
set forth in Rule 900.2NY,\38\ except that the proposed definition 
incorporates the Pillar concept of DBBO (described above). 
Specifically, if the best-priced complex order to buy (sell) crosses 
the best-priced leg market interest to sell (buy) (i.e., the DBBO), the 
Exchange would ensure that the Complex BBO honors the leg market 
prices.\39\
---------------------------------------------------------------------------

    \37\ See proposed Rule 971.2NYP(a)(1)(A)(i) (defining Complex 
BBO).
    \38\ See Rule 900.2NY (defining the ``Complex BBO'' as ``the 
complex orders with the lowest-priced (i.e., the most aggressive) 
net debit/credit price on each side of the Consolidated Book for the 
same complex order strategy'').
    \39\ The terms ``leg'' or ``leg market'' refers to each of the 
component option series that comprise an ECO and ``ratio'' refers to 
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. See 
Pillar Rule 980NYP(a)(8), (a)(9), respectively.
---------------------------------------------------------------------------

     CUBE BBO. The CUBE BBO would refer to the CUBE BB and the 
CUBE BO.\40\ Specifically, as proposed:
---------------------------------------------------------------------------

    \40\ See proposed Rule 971.2NYP(a)(1)(A)(ii) (defining CUBE 
BBO).
---------------------------------------------------------------------------

    [cir] The CUBE BB for a Complex CUBE Order to buy would be 
comprised of the higher of: the Complex BB or the Complex BB plus one 
cent ($0.01) if there is a Customer Complex Order on the Complex BB; or 
the DBB or the DBB plus one cent ($0.01) if there is displayed Customer 
interest on the Exchange BBO and the DBB is calculated using the 
Exchange BBO; and
    [cir] The CUBE BO for a Complex CUBE Order to sell would be 
comprised of the lower of: the Complex BO or the Complex BO minus one 
cent ($0.01) if there is a Customer Complex Order on the Complex BO; or 
the DBO or the DBO minus one cent ($0.01) if there is displayed 
Customer interest on the Exchange BBO and the DBO is calculated using 
the Exchange BBO.\41\
---------------------------------------------------------------------------

    \41\ See proposed Rule 971.2NYP(a)(1)(A)(ii)(a)-(b).
---------------------------------------------------------------------------

    Pre-Pillar Rule 971.2NY(a)(2) provided that the CUBE BBO was ``the 
more aggressive of (i) the Complex BBO improved by $0.01, or (ii) the 
Derived BBO improved by: $0.01 multiplied by the smallest leg of the 
complex order strategy.'' \42\ Like the pre-Pillar CUBE BBO, the 
proposed CUBE BBO relies on the best-priced interest on the complex 
order book or in the leg markets--though, as noted herein, the CUBE BBO 
incorporates the Pillar concept of DBBO. Unlike pre-Pillar Complex CUBE 
functionality, the proposed CUBE BBO does not automatically improve the 
Complex BBO or DBBO, as applicable, nor does it account for the 
smallest leg ratio if the leg markets make up the CUBE BBO.\43\ 
Instead, as proposed, the CUBE BBO would price improve the best-priced 
interest on the Exchange only if such interest represents displayed 
Customer interest, which incorporates the Exchange's Customer-centric 
priority scheme.
---------------------------------------------------------------------------

    \42\ See pre-Pillar Rule 971.2NY(a)(2).
    \43\ The Exchange notes that, pre-Pillar, if the CUBE BBO was 
based on the Derived BBO and the leg ratio of the complex strategy 
is 2x3 leg ratio, the CUBE BBO would improve the Derived BBO by two 
cents ($0.02)--regardless of the presence of Customer interest on 
the Derived BBO. As discussed herein, although the requisite price 
improvement to the CUBE BBO is never more than one penny, the 
Exchange believes this pricing change is competitive and would 
enable the Exchange to better compete for Complex CUBE Auction flow.
---------------------------------------------------------------------------

    The Exchange's priority and allocation procedures are set forth in 
Pillar Rule 964NYP. Pillar Rule 964NYP(e) specifies that, at each 
price, and within each priority category, Customer interest has 
priority over non-Customer interest and (also at each price) displayed 
Customer interest has priority over non-displayed Customer 
interest.\44\ Thus, the proposal to require that the CUBE BBO price 
improve only displayed Customer interest is consistent with the Pillar 
priority scheme. Moreover, the proposed Rule would align with Pillar 
Rule 980NYP, which requires that when an ECO trades with another ECO 
(i.e., not with the leg markets) the transaction price must improve 
certain ``displayed Customer interest'' to yield priority to such 
interest.\45\ Therefore, the proposed CUBE BBO would align the proposed 
Rule with existing Pillar rules.
---------------------------------------------------------------------------

    \44\ See Rule 964NYP(e)(1)-(3) (setting forth three categories 
in order of first priority--Priority 1--Market Orders; Priority 2--
Displayed Orders; and Priority 3--Non-Display Orders; providing 
that, within each priority category, at a price, Customers have 
priority over non-Customers; and that ``[i]f, at a price, there are 
no remaining orders or quotes in a priority category, then same-
priced interest in the next priority category has priority).
    \45\ See, e.g., Pillar Rules 980NYP(d)(3) (providing that the 
ECO Auction Collars, within which ECOs trade in the ECO Opening 
Auction, account for (and price improve) ``displayed Customer 
interest'' on the Exchange BBO(s)); 980NYP(e)(1)(C) (requiring that 
ECOs designated as ``Complex Only Orders'' trade at a price that 
improves ``displayed Customer interest'' on the Exchange BBO(s)); 
and 980NYP(f)(2) (requiring that ECOs may only trade in a Complex 
Order Auction (COA) at a price that improves ``displayed Customer 
interest'' on the Exchange BBO(s)).
---------------------------------------------------------------------------

    In addition, the proposal to require the CUBE BBO to price improve 
by one penny the best-priced interest on the Exchange when it includes 
displayed Customer interest, while different from pre-Pillar 
functionality, is a competitive change designed to help the Exchange 
better compete for complex auction order flow. Specifically, Cboe 
offers a Complex Automated Improvement Mechanism (``C-AIM''), which is 
analogous to the Complex CUBE Auction. Like the proposed CUBE BBO, Cboe 
requires C-AIM participants to price improve interest resting on Cboe 
only when such interest represents a ``Priority Customer'' on the SBBO 
(which is analogous to the DBBO).\46\ While the Cboe C-AIM Rule does 
not specify that the Priority Customer interest must be displayed 
interest, the Exchange believes this is a reasonable inference based on 
requirements set forth in other Cboe rules as well as the fact that 
Cboe, like the Exchange, must also comply with the Options Order 
Protection and Locked/Crossed Market Plan.\47\ As such, the Exchange 
believes

[[Page 35274]]

that making price improvement for the CUBE BBO contingent on the 
presence of displayed Customer interest (as opposed to automatic) may 
increase Complex CUBE Orders directed to the Exchange (as a result of 
the more competitive requirements), while maintaining the Exchange's 
Customer-centric priority scheme.\48\ In addition, the proposed CUBE 
BBO would continue to protect same-priced, displayed Customer interest 
and would ensure that Complex CUBE Orders do not trade ahead of such 
displayed Customer interest, whether in the leg markets or as Customer 
Complex Orders.
---------------------------------------------------------------------------

    \46\ See Cboe Rule 5.38(b)(1) (requiring that, to initiate a C-
AIM, the ``Initiating Order'' (akin to Complex Contra Order) must be 
guaranteed by the ``Agency Order'' (akin to Complex CUBE Order) at a 
price that improves by at least one MPV the best-priced interest on 
the complex order book or in the leg markets when such interest 
represents a ``Priority Customer''). See also Cboe Rule (e)(5)(B) 
(providing that responses to a C-AIM must execute with the Agency 
Order at a price that is ``(i) the better of the SBO (SBB) 
[Synthetic Offer (Synthetic Bid] or the offer (bid) of a resting 
complex order at the top of the COB [Complex Order Book]; or (ii) 
one minimum increment lower (higher) than the better of the SBO 
(SBB) or the offer (bid) of a resting complex order at the top of 
the COB if the BBO of any component of the complex strategy or the 
resting complex order, respectively, is a Priority Customer 
order''). Cboe defines a Priority Customer as ``a person or entity 
that is a Public Customer and is not a Professional,'' which is 
analogous with the Exchange's definition of Customer. Compare Cboe 
Rule 1.1 with Rule 900.2NY (defining Customer and Professional 
Customer).
    \47\ The C-AIM pricing requirement that the Exchange proposes to 
copy is based on the presence of a Priority Customer on the SBBO. 
The definition of SBBO incorporates Cboe's definition of the BBO, is 
``the best bid or offer disseminated on the Exchange'' (Cboe Rule 
1.1 (emphasis added)). The SBBO represents ``the best net bid and 
net offer'' on Cboe as calculated using, for complex orders, ``the 
BBO for each component,'' of a complex strategy from the Simple Book 
[i.e., leg markets] (Cboe Rule 5.33(a)). Because the SBBO for each 
component leg is based on the best bid and offer disseminated by 
Cboe, the Exchange believes it is reasonable to infer that only 
displayed Priority Customer is considered for purposes of C-AIM 
pricing. As such, the Exchange believes that the proposed Rule is 
consistent with (a reasonable interpretation of) Cboe's requirements 
and is therefore not new or novel.
    \48\ As noted, supra, the proposed CUBE BBO, if based on the 
DBBO, ignores the leg ratio of the complex strategy and would 
require price improvement of only one penny, which is consistent 
(and competitive) with Cboe as discussed herein.
---------------------------------------------------------------------------

     Initiating Price. The ``initiating price'' for a Complex 
CUBE Order to buy (sell) would be the lower (higher) of the Complex 
CUBE Order's net price or the price that locks the DBO (DBB) or, if the 
DBO (DBB) includes displayed Customer interest on the Exchange, the DBO 
(DBB) minus (plus) one cent ($0.01).\49\ The pre-Pillar Rule 
971.2NY(a)(3) provides that the initiating price for a Complex CUBE 
Order is ``the less aggressive of the net debit/credit price of such 
order or the price that locks the contra-side CUBE BBO, which is 
consistent with the proposed Rule insofar as it relies on the limit 
price of the Complex CUBE Order as one boundary.'' \50\ [sic] The 
proposed concept relies on the Pillar concept of the DBBO rather than 
the (pre-Pillar) CUBE BBO, which distinction ensures that the Complex 
CUBE Order can be priced equal to prices available in the leg markets 
but must improve such prices in the presence of displayed Customer 
interest.\51\ The Exchange notes that this distinction was not 
necessary in the pre-Pillar Rule because, as noted herein, the CUBE BBO 
always price improved the best-priced interest on the Exchange 
(including on the leg markets) regardless of the presence of Customer 
interest. As such, the Exchange believes that the proposed ``initiating 
price'' would continue to respect leg market prices and improve leg 
market prices in the presence of displayed Customer interest. The 
Exchange notes that the proposed ``initiating price'' definition would 
align the Exchange with the price parameters in place on at least one 
competing options exchange.\52\
---------------------------------------------------------------------------

    \49\ See proposed Rule 971.2NYP(a)(1)(A)(iv) (defining the 
initiating price).
    \50\ See pre-Pillar Rule 971.2NY(a)(3). As noted above, per pre-
Pillar Rule 971.2NY(a)(2), the CUBE BBO must improve the Complex BBO 
or Derived BBO, as applicable, by at least one cent ($0.01) 
regardless of Customer interest.
    \51\ As noted herein, Complex CUBE Orders may not trade with 
interest in the leg markets; however, such orders may not trade at 
prices that disadvantage interest in the leg markets, including 
displayed Customer interest. See, e.g., Pillar Rule 980NYP(c)(2) 
(providing that when an ECO is 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 980NYP(e)(1)(A) (providing that, 
at a price, interest in the leg markets have first priority to trade 
with an ECO provided it can trade in full or in a permissible 
ratio).
    \52\ See Cboe Rule 5.38(e)(5)(B) (regarding permissible range of 
executions at the conclusion of a C-AIM auction).
---------------------------------------------------------------------------

     Range of Permissible Executions. The ``range of 
permissible executions'' of a Complex CUBE Order to buy (sell) would 
include prices equal to or between the initiating price as the upper 
(lower) bound and the CUBE BB (BO) as the lower (upper) bound, which 
range is consistent with the pre-Pillar range except that it 
incorporates the Pillar definition of CUBE BBO.\53\ Like the pre-Pillar 
Rule, the proposed Rule would specify when the Exchange would adjust 
the permissible range of executions based on interest that arrives 
during the Auction. Specifically, as proposed, the range of permissible 
executions for a Complex CUBE Order to buy (sell) would be adjusted 
based on updates to the CUBE BB (BO) during an Auction, providing that, 
if the CUBE BB (BO) updates to be higher (lower) than the initiating 
price, the Auction will end early pursuant to paragraph (c)(3) of this 
Rule.\54\
---------------------------------------------------------------------------

    \53\ Compare proposed Rule 971.2NYP(a)(1)(A)(v) (defining the 
range of permissible executions) with pre-Pillar Rule 971.2NY(a)(4) 
(providing that ``[t]the `range of permissible executions' of a 
Complex CUBE Order is all prices equal to or between the initiating 
price and the same-side CUBE BBO''). As noted infra, unlike pre-
Pillar Rule 971.2NY, the proposed Rule does not refer to the ``same-
side CUBE BBO,'' but instead specifies the CUBE BB or CUBE BO, as 
applicable.
    \54\ Compare proposed Rule 971.2NYP(a)(1)(A)(v) with pre-Pillar 
Rule 971.2NY(a)(4)(A) (providing relevant part, that the CUBE BBO 
would not update during the Auction if such ``updated CUBE BBO would 
cause the Auction to conclude earlier pursuant to paragraph (a)(3) 
of this Rule').
---------------------------------------------------------------------------

Initiating of Auction
    Proposed Rule 971.2NYP would set forth the requirements for 
initiating a Complex CUBE Auction, which are substantively identical to 
pre-Pillar functionality as noted herein. Specifically, to initiate an 
Auction, the net price of a Complex CUBE Order to buy (sell) must be 
equal to or higher (lower) than the CUBE BB (BO) and a Complex CUBE 
Order that fails to meet these requirements would be rejected along 
with the Complex Contra Order.\55\ As further proposed, the time at 
which the Auction is initiated would also be considered the time of 
execution for the Complex CUBE Order, which is identical to pre-Pillar 
functionality.\56\
---------------------------------------------------------------------------

    \55\ See proposed Rule 971.2NYP(a)(2) (Initiating of Auction). 
See also pre-Pillar Rule 971.2NY(b)(2) (providing that ``[a] Complex 
CUBE Order that does not have a net debit/credit price that is equal 
to or better than the same-side CUBE BBO is not eligible to initiate 
an Auction and will be rejected, along with the Complex Contra 
Order''). The Exchange notes that pre-Pillar Rule 971.2NY(a)(2) 
refers to a ``net debit/credit price,'' the Exchange proposes to 
refer simply to the ``net price.'' See, e.g., Pillar Rule 980NYP(c) 
(referring to the total ``net price'' of an ECO for ranking and 
priority purposes).
    \56\ See proposed Rule 971.2NYP(a)(2) (Initiating of Auction). 
See also pre-Pillar Rule 971.2NY(c) (providing that [t]he time at 
which the Auction is initiated will also be considered the time of 
execution for the Complex CUBE Order'').
---------------------------------------------------------------------------

Complex CUBE Auction Eligibility Requirements
    On Pillar, as is the case today, all options traded on the Exchange 
would be eligible to be part of a Complex CUBE Auction.\57\ Proposed 
Rule 971.2NYP(b), like the pre-Pillar Rule, would set forth the 
requisite conditions for initiating a Complex CUBE Auction.
---------------------------------------------------------------------------

    \57\ Unlike the pre-Pillar Rule, which states that all options 
traded on the Exchange are eligible to be ``part of a Complex CUBE 
Order,'' the proposed rule would state that all such options would 
be eligible to be ``part of a Complex CUBE Auction.'' Compare 
proposed Rule 971.2NYP(b) with pre-Pillar Rule 971.2NY(b). This 
proposed difference would align with Pillar Rule 971.1NYP(b), which 
provides that ``[a]ll options traded on the Exchange are eligible to 
be part of the CUBE Auction.''
---------------------------------------------------------------------------

     Proposed Rule 971.2NYP(b)(1) is substantively identical to 
Rule 971.2NY(b)(1) and would provide that the Initiating Participant 
marks the Complex CUBE Order for Auction processing and submits a 
Complex Contra Order with a ``stop price'' or an ``auto-match limit 
price'' (described below) as the means of guaranteeing the execution of 
the Complex CUBE Order.
    [cir] Proposed Rule 971.2NYP(b)(1)(A), like Rule 971.2NY(b)(1)(A), 
would describe the ``stop price'' as the price at which the Initiating 
Participant guarantees the Complex CUBE Order.\58\ The pre-Pillar Rule 
provides that that the stop price, ``must be executable against the 
initiating price'', that a stop price must not cross the same-side

[[Page 35275]]

CUBE BBO; and that ``[t]he Complex Contra Order may trade with the 
Complex CUBE Order at the stop price''.\59\ The Exchange proposes to 
streamline the implementation of the stop price requirements. 
Specifically, the proposed Rule would state definitively that ``[t]he 
stop price must be equal to the initiating price,'' otherwise both the 
Complex CUBE Order and the Complex Contra Order would be rejected and 
no Auction would be initiated.\60\ The Exchange believes the proposed 
Rule, which relies solely on the initiating price as the benchmark for 
the stop price, would add clarity and transparency to, and would 
improve the accuracy of, the stop price requirements.\61\
---------------------------------------------------------------------------

    \58\ Compare proposed Rule 971.2NY(b)(1)(A) (providing that the 
single ``stop price'' is ``the price at which the Initiating 
Participant guarantees the Complex CUBE Order'') with pre-Pillar 
Rule 971.2NY(b)(1)(A) (same).
    \59\ See pre-Pillar Rule 971.2NY(b)(1)(A) (providing that, 
``[i]f an Initiating Participant specifies a single stop price, the 
stop price must be executable against the initiating price of the 
Auction. The Complex Contra Order may trade with the Complex CUBE 
Order at the stop price, pursuant to paragraph (c)(4) of this Rule. 
If the stop price crosses the same-side CUBE BBO, the Complex CUBE 
Order is not eligible to initiate an Auction and will be rejected 
along with the Complex Contra Order'').
    \60\ See proposed Rule 971.2NYP(b)(1)(A) (providing that ``[t]he 
stop price must be equal to the initiating price,'' and that ``[a] 
stop price specified for a Complex CUBE Order that is not equal to 
the initiating price is not eligible to initiate an Auction and both 
the Complex CUBE Order and the Complex Contra Order will be 
rejected'').
    \61\ Compare proposed Rule 971.2NYP(b)(1)(A) (relying solely on 
the initiating price as the benchmark against which the stop price 
is evaluated) with '' Rule 971.2NY(b)(1)(A) (relying solely on the 
initiating price as the benchmark against which the stop price is 
evaluated) providing, in relevant part, that ``[t]he Complex Contra 
Order may trade with the Complex CUBE Order at the stop price'').
---------------------------------------------------------------------------

    [cir] Proposed Rule 971.2NYP(b)(1)(B) is substantively identical to 
Rule 971.2NY(b)(1)(B), with differences specified below. Like the pre-
Pillar Rule, the proposed Rule would describe the ``auto-match limit 
price'' as the best (i.e., most aggressive) price at which the 
Initiating Participant is willing to trade with the Complex CUBE Order, 
which price must be executable against the initiating price of the 
Auction.\62\ Also consistent with the pre-Pillar Rule, the proposed 
Rule would specify that when the Initiating Participant guarantees a 
Complex CUBE Order with an auto-match limit price, the Complex Contra 
Order for a Complex CUBE Order to buy (sell) would automatically match 
the price and size of all RFR Responses that are priced lower (higher) 
than the initiating price down (up) to the auto-match limit price.\63\
---------------------------------------------------------------------------

    \62\ See pre-Pillar Rule 971.2NY(b)(1)(B) (providing that the 
``auto-match limit price'' is the most aggressive price at which the 
Initiating Participant is willing to trade with the Complex CUBE 
Order, which must be executable against the initiating price of the 
Auction). The proposed Rule differs in that it refers to ``best 
price,'' rather than ``most aggressive price,'' which is a stylistic 
preference that would add clarity and transparency to Exchange 
rules.
    \63\ See pre-Pillar Rule 971.2NY(b)(1)(B) (providing that 
``[t]he Complex Contra Order may trade with the Complex CUBE Order 
at prices that are better than or equal to the initiating price 
until trading at the auto-match limit price, if applicable,'' 
pursuant to paragraph (c)(4) of the pre-Pillar Rule regarding Order 
Allocation).
---------------------------------------------------------------------------

    In addition, consistent with the pre-Pillar Complex CUBE rule 
(although worded differently), the proposed Rule would provide that an 
auto-match limit price specified for a Complex CUBE Order to buy (sell) 
that is below (above) the CUBE BB (BO) will be repriced to the CUBE BB 
(BO).\64\ Finally, consistent with the pre-Pillar Rule (although not 
explicitly stated), the Exchange proposes to state that an auto-match 
limit price specified for a Complex CUBE Order to buy (sell) that is 
above (below) the initiating price is not eligible to initiate an 
Auction and both the Complex CUBE Order and the Complex Contra Order 
will be rejected.\65\ The Exchange believes this proposed change would 
add clarity, transparency, and internal consistency to Exchange 
rules.\66\
---------------------------------------------------------------------------

    \64\ Compare proposed Rule 971.2NYP(b)(1)(B) with pre-Pillar 
Rule 971.2NY(b)(1)(B) (providing, in relevant part, that ``[i]f the 
auto-match limit price crosses the same-side CUBE BBO, the Complex 
Contra Order will be priced back to lock the same-side CUBE 
BBO.).The Exchange notes that the proposed Rule provision is 
substantively the same as the pre-Pillar Rule, however, rather than 
use the terms ``cross'' and ``lock,'' the proposed Rule specifies 
whether the Complex CUBE Order is to buy or sell and includes the 
relevant side of the CUBE BBO, which would add clarity and 
transparency to Exchange rules.
    \65\ See proposed Rule 971.2NYP(b)(1)(B).
    \66\ The Exchange notes that this functionality has been 
implemented for single-leg CUBE Auctions on Pillar. See, e.g., 
Pillar Rule 971.1NYP(b)(1)(C) (providing that for a single-leg CUBE 
Auction, ``[a]n auto-match limit price specified for a CUBE Order to 
buy (sell) that is above (below) the initiating price is not 
eligible to initiate an Auction and both the CUBE Order and the 
Contra Order will be rejected'').
---------------------------------------------------------------------------

    On Pillar, the Exchange would continue to reject Complex CUBE 
Orders (together with Complex Contra Orders) under the following two 
circumstances, each of which is identical to the reasons for rejection 
of such orders per pre-Pillar Rule 971.2NY (b)(3) and (b)(5), 
respectively, as described below.
     Proposed Rule 971.2NYP(b)(2) is identical to Rule 
971.2NY(b)(3) and would provide that Complex CUBE Orders submitted 
before the opening of trading would not be eligible to initiate an 
Auction and would be rejected, along with the Complex Contra Order.
     Proposed Rule 971.2NYP(b)(4) is identical to Rule 
971.2NY(b)(5) and would provide that Complex CUBE Orders submitted 
during a trading halt are not eligible to initiate an Auction and would 
be rejected, along with the Complex Contra Order.
    In addition, the proposed Rule would continue to reject Complex 
CUBE Orders (together with Complex Contra Orders) under the following 
circumstance, which differs slightly the from the pre-Pillar rule, but 
would align the proposed Rule with Pillar Rule 971.1NYP for single-leg 
CUBE Auctions on Pillar.\67\
---------------------------------------------------------------------------

    \67\ The proposed Rule would also align with single-leg CUBE 
Auction functionality. See, e.g., Pillar Rule 971.1NYP(b)(4) (``CUBE 
Orders submitted when there is insufficient time for an Auction to 
run the full duration of the Response Time Interval are not eligible 
to initiate an Auction and shall be rejected, along with the Contra 
Order'').
---------------------------------------------------------------------------

     Proposed Rule 971.2NYP(b)(3) would provide that the 
Exchange would reject Complex CUBE Orders submitted when there is 
insufficient time in the trading session to conduct an Auction. 
However, whereas the pre-Pillar rule provides that Complex CUBE Orders 
are rejected if submitted during ``the final second of the trading 
session,'' the proposed Rule would provide that Complex CUBE Orders 
would be rejected if submitted ``when there is insufficient time for an 
Auction to run the full duration of the Response Time Interval.'' \68\ 
The Exchange believes that the proposed change would better account for 
the fact that a CUBE Auction may last for as little as 100 
milliseconds--well below the permitted maximum of one second as stated 
in the pre-Pillar Rule.\69\
---------------------------------------------------------------------------

    \68\ Compare proposed Rule 971.2NYP(b)(3) (``Complex CUBE Orders 
submitted when there is insufficient time for an Auction to run the 
full duration of the Response Time Interval are not eligible to 
initiate an Auction and shall be rejected, along with the Complex 
Contra Order'') with pre-Pillar Rule 971.2NY(b)(4) (``Complex CUBE 
Orders submitted during the final second of the trading session in 
the component series are not eligible to initiate an Auction and 
shall be rejected, along with the Complex Contra Order''). The 
Exchange proposes to remove the superfluous reference to ``in the 
component series,'' which would streamline the proposed Rule text. 
See proposed Rule 971.2NYP(b)(3).
    \69\ See, e.g., pre-Pillar Rule 971.2NY(c)(1)(B) (providing in 
relevant part, 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''). See also proposed Rule 
971.2NYP(c)(1)(B) (which provides the same minimum/maximum 
parameters), as discussed infra.
---------------------------------------------------------------------------

    The Exchange believes that this proposed change, which mirrors the 
operation of the Response Time Interval for single-leg CUBE Auctions, 
would add clarity, transparency, and internal consistency to Exchange 
rules regarding when CUBE Orders may be rejected--particularly to 
market participants

[[Page 35276]]

submitting CUBE Orders late in the trading day.
Auction Process: Request for Responses and Response Time Interval
    On Pillar, the Exchange proposes to utilize the (same) process set 
forth in pre-Pillar Rule 971.2NY(c) for announcing a Complex CUBE 
Auction and soliciting trading interest to potentially interact with 
the Complex CUBE Order, with modifications and enhancements specified 
below.
     Proposed Rule 971.2NYP(c) would provide that once an 
Auction has commenced, the Complex CUBE Order (as well as the Complex 
Contra Order) may not be cancelled or modified, which text is identical 
to the latter portion of the last sentence of pr pre-Pillar Rule 
971.2NY(c).
     Proposed Rule 971.2NYP(c)(1)(A) is substantively identical 
to pre-Pillar Rule 971.2NY(c)(1)(A) and would provide that upon receipt 
of a Complex CUBE Order, the Exchange would send a ``Request for 
Responses'' or ``RFR'' to all ATP Holders who subscribe to receive RFR 
messages, which RFR would identify the series, the side and size of the 
Complex CUBE Order, as well as the initiating price. On Pillar, 
however, the RFR would also include an AuctionID that would identify 
each Complex CUBE Auction, which would be a new feature.\70\ The 
Exchange notes that other options exchanges likewise include an 
AuctionID on the request for responses to the price improvement auction 
and this proposed change is therefore not new or novel.\71\
---------------------------------------------------------------------------

    \70\ See proposed Rule 971.2NYP(c)(1)(A).
    \71\ See Cboe Rule 5.38(c)(2) (providing that each ``AIM Auction 
Notification Message'' will include an ``AuctionID''). See also 
Pillar Rule 971.1NYP(c)(1)(A) (providing for the inclusion of 
AuctionIDs on RFRs announcing single-leg CUBE Auctions).
---------------------------------------------------------------------------

     Proposed Rule 971.2NYP(c)(1)(B) is substantively identical 
to pre-Pillar Rule 971.2NY(c)(1)(B) insofar as it provides that the 
``Response Time Interval'' would refer to the time period during which 
responses to the RFR may be entered, which period would be no less than 
100 milliseconds and no more than one (1) second. The proposed rule 
differs from the pre-Pillar rule, which provides for a Response Time 
Interval that lasts for ``a random period of time within parameters 
determined by the Exchange and announced by Trader Update.'' \72\ 
Rather than a random period of time, the Exchange proposes that the 
Response Time Interval would instead be a set duration of time, which 
is more deterministic.\73\ This proposal to rely on a fixed (rather 
than random) duration of time for a price improvement auction is 
identical to single-leg CUBE Auction functionality and consistent with 
functionality available on another options exchange.\74\
---------------------------------------------------------------------------

    \72\ See pre-Pillar Rule 971.2NY(c)(1)(B). See Trader Update, 
January 27, 2022 (announcing that, beginning February 28, 2022, the 
randomized timer would have a minimum of 100 milliseconds and a 
maximum of 105 milliseconds), available at, https://www.nyse.com/trader-update/history#110000409951.
    \73\ See proposed Rule 971.2NYP(c)(1)(B).
    \74\ See Pillar Rule 971.1NYP(c)(1)(B) (providing the same 
requirement that ``[t]he Response Time Interval will last for a set 
duration within parameters determined by the Exchange and announced 
by Trader Update.''). See Cboe Rule 5.38(c)(3) (providing that the 
``C-AIM Auction period'' is a period of time determined by the 
Exchange, which may be no less than 100 milliseconds and no more 
than 3 seconds).
---------------------------------------------------------------------------

    Proposed Rule 971.2NYP(c)(1)(C) is identical to pre-Pillar Rule 
971.2NY(c)(1)(C) insofar as it would provide that any ATP Holder may 
respond to the RFR, provided such response is properly marked 
specifying the price, size and side of the market (``RFR 
Response'').\75\ The proposed Rule would also provide that, consistent 
with the pre-Pillar Rule (although stated differently), any RFR 
Response to a Complex CUBE Order to buy (sell) priced below (above) the 
CUBE BB (BO) would be repriced to the CUBE BB (BO) and would be 
eligible to trade in the Auction at such price.\76\
---------------------------------------------------------------------------

    \75\ The Exchange notes that the proposed Rule includes the non-
substantive change to add ``the'' before the word ``price,'' which 
would add clarity and transparency to Exchange rules.
    \76\ Compare proposed Rule 971.2NYP(c)(1)(C) with pre-Pillar 
Rule 971.2NY(c)(1)(C) (providing, in relevant part, that any RFR 
Response that crosses the same-side CUBE BBO will be eligible to 
trade in the Complex CUBE Auction at a price that locks the same-
side CUBE BBO). The Exchange notes that the proposed Rule provision 
is substantively the same as the pre-Pillar Rule, however, rather 
than use the terms ``cross'' and ``same-side CUBE BBO,'' the 
proposed Rule specifies whether the Complex CUBE Order is to buy or 
sell and includes the relevant side of the CUBE BBO, which would add 
clarity and transparency to Exchange rules.
---------------------------------------------------------------------------

RFR Responses: Complex GTX Orders
    On Pillar and consistent with the pre-Pillar rule, the Exchange 
would accept Complex GTX Orders as RFR Responses and impose the 
following requirements for such orders to be eligible to trade in the 
CUBE Auction.
     Proposed Rule 971.2NYP(c)(1)(C)(i) is substantively 
identical to pre-Pillar Rule 971.2NY(c)(1)(C)(i) and would provide that 
ATP Holders may respond to RFRs with Complex GTX Orders, which are 
ECOs, as defined in Pillar Rule 980NYP, and have a time-in-force 
contingency for the Response Time Interval, and must specify price, 
size and side of the market.\77\ The proposed Rule would also specify 
that Complex GTX Orders must be on the opposite side of the market as a 
Complex CUBE Order being auctioned when submitted, which would add 
clarity and transparency to Exchange rules.\78\
---------------------------------------------------------------------------

    \77\ The Exchange notes that the proposed Rule updates the 
cross-reference to reflect Pillar Rule 980NYP (from the reference in 
pre-Pillar Rule 971.2NY(c)(1)(C)(i) to pre-Pillar Rule 980NY).
    \78\ See proposed Rule 971.2NYP(c)(1)(C)(i). As discussed, 
infra, the Exchange would reject a Complex GTX Order that is 
submitted when there is no contra-side Complex CUBE Order being 
auctioned. See proposed Rule 971.2NYP(c)(1)(C)(i)(d).
---------------------------------------------------------------------------

     Proposed Rule 971.2NYP(c)(1)(C)(i)(a) is identical to the 
first sentence of pre-Pillar Rule 971.2NY(c)(1)(C)(i)(a) and would 
provide that Complex GTX Orders would not be displayed on the 
Consolidated Book and would not be disseminated to any participants.
     Proposed Rule 971.2NYP(c)(1)(C)(i)(c) is identical to pre-
Pillar Rule 971.2NY(c)(1)(C)(i)(c) and would provide that Complex GTX 
Orders may be cancelled or modified.
    In addition to continuing the foregoing requirements, the Exchange 
proposes to modify or clarify the operation of Complex GTX Orders on 
Pillar (as compared to pre-Pillar) as follows.\79\
---------------------------------------------------------------------------

    \79\ Unlike pre-Pillar Rule 971.2NY(c)(1)(C)(i)(b), the proposed 
Rule will not state that ``Complex GTX Orders with a size greater 
than the size of the Complex CUBE Order will be capped at the size 
of the CUBE Order,'' because, consistent with Pillar Rule 964NYP and 
as discussed below, only non-Customer Complex GTX Orders would be 
capped for purposes of pro rata allocation, whereas Customer Complex 
GTX Orders would trade with the CUBE Order based on time. See 
proposed Rule 971.2NYP(c)(4)(B), as discussed infra.
---------------------------------------------------------------------------

     The Exchange proposes new functionality on Pillar that 
would permit senders of Complex GTX Orders the option to include an 
AuctionID to signify the Complex CUBE Order with which such Complex GTX 
Order would like to trade.\80\ The Exchange believes that this proposed 
functionality, which is also available for single-leg CUBE Auctions and 
on other options exchanges, would allow market participants to have 
more control over their trading interest.\81\ For the sake of

[[Page 35277]]

clarity and transparency, the proposed Rule would also state that a 
Complex GTX Order that does not include an AuctionID would respond to 
the Auction that began closest in time to the submission of the Complex 
GTX Order.\82\
---------------------------------------------------------------------------

    \80\ See proposed Rule 971.2NYP(c)(1)(C)(i) (providing in 
relevant part that ``Complex GTX Orders may include an AuctionID to 
respond to a specific Complex CUBE Auction''). Should the Complex 
GTX Order include an apparently erroneous AuctionID (e.g., a Complex 
GTX Order to buy includes an AuctionID for a Complex CUBE Order to 
buy), the Exchange would reject such Complex GTX Order even if there 
are other Auctions (e.g., on the contra-side with a different 
AuctionID) with which that Complex GTX Order could have traded.
    \81\ See Pillar Rule 971.1NYP(c)(1)(C)(i) (providing that GTX 
Orders responding to a single-leg CUBE Auction may include an 
AuctionID). See also Cboe Rule 5.38(c)(5) (providing that AIM 
Auction responses may include ``the AuctionID for the AIM Auction to 
which the User is submitting the response'').
    \82\ See proposed Rule 971.2NYP(c)(1)(C)(i).
---------------------------------------------------------------------------

     The Exchange proposes to describe how Complex GTX Orders 
will be treated on Pillar consistent with Pillar Rule 964NYP (described 
in detail below).\83\ In short, on Pillar, options trading interest is 
prioritized and allocated in one of three categories: Priority 1--
Market Orders; Priority 2--Display Orders; and Priority 3--Non-Display 
Orders.\84\ The proposed Rule would provide that, although such orders 
are not disseminated or displayed (as described above), for purposes of 
trading and allocation with the Complex CUBE Order, Complex GTX Orders 
would be ranked and prioritized as Priority 2--Display Orders per 
Pillar Rule 964NYP(e).\85\ The Exchange believes that this proposed 
change, which mirrors the handling of GTX Orders in single-leg CUBE 
Auctions, would add clarity, transparency, and internal consistency to 
Exchange rules and would make clear to market participants responding 
to Complex CUBE Auctions with Complex GTX Orders how such interest will 
be prioritized on Pillar.\86\
---------------------------------------------------------------------------

    \83\ See discussion of Complex CUBE Order allocation, per Pillar 
Rule 964NYP, infra. See also Pillar Priority Filing (describing the 
Pillar Priority Rules, which govern priority and allocation for 
options trading on Pillar).
    \84\ See Pillar Rule 964NYP(e) (providing that ``[a]t each 
price, all orders and quotes are assigned a priority category and, 
within each priority category, Customer orders are ranked ahead of 
non-Customer'' and that ``[i]f, at a price, there are no remaining 
orders or quotes in a priority category, then same-priced interest 
in the next priority category has priority.'').
    \85\ See proposed Rule 971.2NYP(c)(1)(C)(i)(a) (``Complex GTX 
Orders will not be displayed or disseminated to any participants. 
For purposes of trading and allocation with the CUBE Order, GTX 
Orders will be ranked and prioritized with same-priced Limit Orders 
as Priority 2--Display Orders, per Pillar Rule 964NYP(e)'').
    \86\ See Pillar Rule 971.1NYP(c)(1)(C)(i)(a) (describing same 
functionality for GTX Orders submitted in response to single-leg 
CUBE Auctions).
---------------------------------------------------------------------------

     The Exchange also proposes to modify the operation of 
Complex GTX Orders on Pillar by restricting the interest with which 
such orders may trade. Pursuant to the second sentence of pre-Pillar 
Rule 971.2NY(c)(2), any size of a Complex GTX Order that remains after 
it executes, if at all, with the Complex CUBE Order may then execute 
with other ECOs on the same side of the market as the CUBE Order before 
cancelling.\87\ On Pillar, the Exchange proposes that Complex GTX 
Orders, which are submitted for the purpose of participating in an 
Auction, would execute solely with the Complex CUBE Order, if at all, 
and then cancel, which differs from the pre-Pillar Rule and is 
identical to how the Exchange handles GTX Orders submitted to the 
single-leg CUBE Auction.\88\ Like GTX Orders submitted to the single-
CUBE Auction, the Exchange believes that allowing the Complex GTX Order 
to execute solely with the Complex CUBE Order, if at all, would enable 
ATP Holders to send targeted, more deterministic, Auction responses 
(including to interact with specific Auctions by utilizing the optional 
AuctionID functionality, discussed above).\89\ The Exchange notes that 
ATP Holders would continue to have the option to submit RFR Responses 
not designated as Complex GTX Orders, which Responses would be eligible 
to trade with any contra-side interest received during the Auction, 
with any remaining portion of such Responses being cancelled or 
processed pursuant to Pillar Rule 964NYP, as applicable.\90\
---------------------------------------------------------------------------

    \87\ See pre-Pillar Rule 971.2NY(c)(2) (providing, in relevant 
part, that ``any RFR Responses (including Complex GTX Orders) may 
trade with Complex Orders on the same side of the market as the 
Complex CUBE Order in accordance with Rule 980NY, Complex Order 
Trading'' and that ``any remaining balance of Complex GTX Orders 
will cancel.'' (emphasis added). See also pre-Pillar Rule 971.2NY 
(c)(3), and (c)(4) (providing that Complex GTX Orders may be 
eligible to trade with Auction interest (other than the Complex CUBE 
Order) before cancelling).
    \88\ Compare proposed Rule 971.2NYP(c)(1)(C)(i)(b) (``A Complex 
GTX Order will execute solely with the Complex CUBE Order, if at 
all, and then cancel'') with Pillar Rule 971.1NYP(c)(1)(C)(i)(c) 
(providing that, in a single-leg CUBE Auction, ``[a] GTX Order will 
cancel after trading with the CUBE Order to the extent possible''). 
See also Pillar Rule 980NYP(b)(C) (providing, in relevant part, that 
any remaining portion of a COA GTX Order that does not trade with 
the COA Order will be cancelled at the end of the COA).
    \89\ See proposed Rule 971.2NYP(c)(1)(C)(i)(b). See also 
proposed Rule 971.2NYP(c)(1)(C)(i) (which provides for optional 
AuctionID functionality).
    \90\ As discussed infra, proposed Pillar Rule 971.2NYP(c)(2) 
would provide, in relevant part, that ``[a]t the conclusion of the 
Auction, the Complex CUBE Order will execute pursuant to paragraph 
(c)(4) of this Rule'' and that ``[a]ny remaining quantity of RFR 
Responses (excluding Complex GTX Orders) after the Auction will be 
processed in accordance with Rule 964NYP (Order Ranking, Display, 
and Allocation).''
---------------------------------------------------------------------------

     The Exchange also proposes to modify the circumstances 
under which a Complex GTX Order would be rejected. First, the Exchange 
proposes to reject Complex GTX Orders that are priced higher (lower) 
than the initiating price of a CUBE Order to buy (sell) or that are 
submitted when there is no contra-side Complex CUBE Auction being 
conducted, which is consistent with the handling of GTX Orders 
submitted to single-leg CUBE Auctions.\91\
---------------------------------------------------------------------------

    \91\ See proposed Rule 971.2NYP(c)(1)(C)(i)(d). See also Pillar 
Rule 971.1NYP(c)(1)(C)(i)(e) (providing for the same handling of GTX 
Orders in a single-leg CUBE Auction).
---------------------------------------------------------------------------

    In addition, as discussed infra, on Pillar, the Exchange would 
allow more than one Auction in a given complex strategy to occur at 
once--which simultaneous Auctions could be on both sides of the 
market.\92\ Thus, rather than reject Complex GTX Orders submitted on 
the same side of a Complex CUBE Order (e.g., per pre-Pillar Rule 
971.2NY(c)(1)(c)(i)(d)), the Exchange would instead reject Complex GTX 
Orders submitted when there is no contra-side Complex CUBE Auction 
occurring when the Complex GTX Order is submitted.\93\ The Exchange 
believes this proposed change would provide increased opportunities to 
solicit price-improving auction interest.
---------------------------------------------------------------------------

    \92\ See proposed Rule 971.2NYP(c) (providing that ``[o]ne or 
more Complex CUBE Auctions in the same complex strategy may occur at 
the same time'').
    \93\ See proposed Rule 971.2NYP(c)(1)(C)(i)(d). The Exchange 
notes that it will reject a Complex GTX Order that includes an 
AuctionID for a Complex CUBE Order that is on the same side of the 
market as such Complex GTX Order even if there are contra-side 
Complex CUBE Auctions (with a different AuctionID) with which that 
Complex GTX Order could have traded.
---------------------------------------------------------------------------

    Consistent with pre-Pillar Rule 971.2NY, the Exchange proposes to 
treat as RFR Responses certain unrelated Electronic Complex Orders (or 
ECOs), as defined in Pillar Rule 980NYP, including ECOs designated to 
be submitted to the Complex Order Auction (``COA'').\94\ Further, like 
the pre-Pillar rule, the proposed Rule would provide that the Exchange 
will treat as an RFR Response any ECO that is on the opposite side of 
the market as a Complex CUBE Order; is not marked GTX; is received 
during the Response Time Interval or resting in the Consolidated Book 
when the Auction commences; and is eligible to

[[Page 35278]]

participate within the range of permissible executions specified for 
the Auction pursuant to proposed paragraph (a)(1)(A)(v) of this 
Rule.\95\ The proposed Rule would specify that the Electronic Complex 
Order would also have to be in the same complex strategy as the Complex 
CUBE Order, which difference does not impact functionality and would 
add clarity, transparency, and internal consistency to Exchange 
rules.\96\
---------------------------------------------------------------------------

    \94\ Compare proposed Rule 971.2NYP(c)(1)(C)(i) with pre-Pillar 
Rule 971.2NY(c)(1)(C)(ii). The Exchange notes that the proposed Rule 
updates the cross-reference for ECOs to Pillar Rule 980NYP and 
updates the reference to ``COA Orders'' (from the substantively 
identical ``COA-eligible orders''), which orders are designated to 
initiate a COA. See Pillar Rule 980NYP(a)(3) (defining COA process) 
and (a)(3)(A) (defining COA Orders). As discussed infra, the 
Exchange notes that COA Orders are eligible to execute in Complex 
CUBE Auctions. See proposed (Pillar) Rule 980NYP(f) (providing that 
a COA Order may only initiate a COA on arrival, otherwise it is 
processed as a (non-COA) ECO per Pillar Rule 980NYP(e).
    \95\ Compare proposed Rule 971.2NYP(c)(1)(C)(ii) with pre-Pillar 
Rule 971.2NY(c)(2)(C)(ii). The Exchange notes that the proposed Rule 
differs from the pre-Pillar Rule in that it includes an updated 
cross-reference to the permissible range of executions as well as 
minor wording changes to account for concurrent auction 
functionality, which difference is immaterial because it does not 
impact functionality.
    \96\ See proposed Rule 971.2NYP(c)(1)(C)(ii) (Unrelated 
Electronic Complex Orders) (providing that ``Electronic Complex 
Orders, as defined in Rule 980NYP (including if designated as COA 
Orders), on the opposite side of the market in the same complex 
strategy as the Complex CUBE Order that are not marked GTX, that are 
received during the Response Time Interval or resting in the 
Consolidated Book when an Auction commences and that are eligible to 
participate within the range of permissible executions specified for 
the Auction pursuant to paragraph (a)(4) of this Rule will be also 
considered RFR Responses.'').
---------------------------------------------------------------------------

Concurrent Complex CUBE Auctions \97\
---------------------------------------------------------------------------

    \97\ The Exchange notes that the proposal to allow multiple 
Complex CUBE Auctions to run concurrently on Pillar is distinct from 
the functionality that permits a single-leg Auction in an option 
series to run concurrent with a Complex CUBE Auction for a complex 
strategy that includes the same series. See Commentary .03 to pre-
Pillar Rule 971.2NY and proposed Commentary .01 to Rule 971.2NYP 
(which are substantively identical, as discussed below).
---------------------------------------------------------------------------

    The Exchange proposes to enhance functionality on Pillar by 
allowing more than one Complex CUBE Auction in the same complex 
strategy to run concurrently, which would align with single-leg CUBE 
Auction functionality per Pillar Rule 971.1NYP.\98\ The Exchange 
proposes that if there are multiple Complex CUBE Auctions in a complex 
strategy that are running concurrently, such Auctions would conclude 
sequentially, based on the time each Complex CUBE Auction was 
initiated, unless an Auction concludes early, per proposed paragraph 
(c)(3) of this Rule (discussed below).\99\ As further proposed, at the 
time each Complex CUBE Auction concludes, the Complex CUBE Order would 
be allocated against all eligible RFR Responses available at the time 
of conclusion.\100\ In the event there are multiple Auctions underway 
that are each terminated early, such Auctions would be processed 
sequentially based on the time each Complex CUBE Auction was initiated, 
which processing mirrors handling of concurrent single-leg CUBE 
Auctions.\101\ The Exchange believes that this proposed functionality 
would allow more Complex CUBE Auctions in the same complex strategy to 
be conducted, thereby increasing opportunities for price improvement on 
the Exchange to the benefit of all market participants.
---------------------------------------------------------------------------

    \98\ Compare proposed Rule 971.2NYP(c) (providing that ``[o]ne 
or more Complex CUBE Auctions in the same series may occur at the 
same time.'') with pre-Pillar Rule 971.2NY(c) (providing that 
``[o]nly one Auction may be conducted at a time in any given 
series''). See also Pillar Rule 971.1NYP(c) (allowing single-leg 
CUBE Auctions to run concurrently),
    \99\ See proposed Rule 971.2NYP(c). As discussed infra, a CUBE 
Auction may conclude early (i.e., before the end of the Response 
Time Interval) because of certain trading interest that arrives 
during the Auction or in the event of a trading halt in the 
underlying security while the Auction is in progress. See proposed 
Rule 971.2NYP(c)(2), (c)(3).
    \100\ See proposed Rule 971.2NYP(c).
    \101\ See id. See also Pillar Rule 971.1NYP(c) (describing 
substantively identical sequential processing of concurrent single-
leg CUBE Auctions in the same series).
---------------------------------------------------------------------------

    In addition, as discussed below, the proposal to add concurrent 
auctions would also prevent the early end of an Auction in progress 
when the Exchange receives a new Complex CUBE Order in the same complex 
strategy.\102\ By eliminating this early end scenario, the Exchange 
would increase the likelihood that an Auction may run for the full 
Response Time Interval thus affording more time and opportunity for the 
arrival of price-improving interest to the benefit of investors. The 
Exchange notes that allowing more than one price improvement auction at 
a time in the same complex strategy is not new or novel and is 
functionality already available on another options exchange.\103\
---------------------------------------------------------------------------

    \102\ See pre-Pillar Rule 971.2NY(c)(3)(A).
    \103\ See Cboe Rule 5.38(c)(1)(A)-(B) (providing that multiple 
price-improvement auctions in the same complex strategy can run 
concurrently and will be processed sequentially, including if all 
such auctions are ended early and providing that if only one such 
auction ends early it will be allocated when it ends).
---------------------------------------------------------------------------

Conclusion of Auction
    As is the case today, on Pillar, a Complex CUBE Auction would 
conclude at the end of the Response Time Interval, unless there is a 
trading halt in any of the component series or if the Complex CUBE 
Auction ends early pursuant to proposed paragraph (c)(3) of this Rule 
(discussed below).\104\ At the conclusion of the Auction, the Complex 
CUBE Order would execute pursuant to proposed paragraph (c)(4) of this 
Rule (discussed below).\105\ After the conclusion of the Auction, the 
Exchange proposes that any RFR Responses (excluding Complex GTX Orders) 
that remain would be processed in accordance with Pillar Rule 964NYP 
(Order Ranking, Display, and Allocation).\106\ The Exchange notes that, 
as discussed below, it would no longer end an Auction early if, during 
the Auction, interest arrives that crosses any RFR Response(s), which 
new functionality allows incoming interest to trade outside of the 
Auction or to trade with unexecuted RFR Responses (or portions thereof) 
after the Auction.\107\ This proposed Rule would align Complex CUBE 
Auction functionality with single-leg CUBE Auctions on Pillar, 
including by relying on Pillar Rule 964NYP for any post-Auction 
executions.\108\
---------------------------------------------------------------------------

    \104\ See proposed Rule 971.2NYP(c)(2).
    \105\ See id.
    \106\ Compare proposed Rule 971.2NYP(c)(2) with pre-Pillar Rule 
971.2(c)(2) (providing, in relevant part, that ``[a]fter the Complex 
CUBE Order has been filled, any RFR Responses (including Complex GTX 
Orders) may trade with Complex Orders on the same side of the market 
as the Complex CUBE Order in accordance with Rule 980NYP, Complex 
Order Trading. Subsequently, any remaining balance of Complex GTX 
Orders will cancel.'') (emphasis added).
    \107\ See pre-Pillar Rule 971.2NY(c)(3)(C) (providing for the 
early end of a pre-Pillar Complex CUBE Auction if, during the 
Auction, the Exchange receives ``[a]ny interest that adjusts the 
same-side CUBE BBO to cross any RFR Response(s)'').
    \108\ See, e.g., Pillar Rule 971.1NYP(c)(2) (providing, in 
relevant part (and substantively identical to the proposed Rule), 
that, at the conclusion of a Single-Leg CUBE Auction, ``[t]he 
residual of RFR Responses (excluding GTX Orders) after the CUBE 
Auction will be processed in accordance with Rule 964NYP (Order 
Ranking, Display, and Allocation)'').
---------------------------------------------------------------------------

Early Conclusion of Complex CUBE Auction
    On Pillar, the Exchange proposes to streamline and reduce the 
number of scenarios that would cause a Complex CUBE to end early (i.e., 
before the end of the Response Time Interval) based on trading interest 
that arrives during the Auction. Pre-Pillar Rule 971.2NY sets forth six 
scenarios that would cause an Auction to end early.\109\ As proposed, 
on Pillar, the following scenarios would no longer result in the early 
end of a CUBE Auction:
---------------------------------------------------------------------------

    \109\ See pre-Pillar Rule 971.2NY(c)(3)(A)-(F).
---------------------------------------------------------------------------

     First, because the Exchange proposes to allow concurrent 
auctions, the Exchange would no longer end a Complex CUBE Auction early 
based on the arrival of a new Complex CUBE Order.\110\
---------------------------------------------------------------------------

    \110\ Compare Rule 971.2NY(c)(3)(A) with proposed Rule 
971.2NYP(c)(3) (which does not include this scenario as causing the 
early end of an Auction).
---------------------------------------------------------------------------

     Second, as noted above, the Exchange does not propose to 
end the Auction early upon the receipt of any interest that adjusts the 
same-side CUBE BBO to cross any RFR Response(s) because the Exchange 
would allow the

[[Page 35279]]

Auction to continue uninterrupted.\111\ With this proposal, the 
incoming interest would immediately trade with any non-GTX RFR 
Responses or route to an Away Market. This proposed handling would 
align the proposed Rule with the handling of incoming marketable 
interest that arrives during a single-leg CUBE Auction per Pillar Rule 
971.1NYP.\112\ The Exchange believes that, on Pillar, allowing an 
Auction to continue uninterrupted in the above-referenced circumstances 
would result in fewer Complex CUBE Auctions ending early and, as such, 
would provide more opportunities for price improvement on the Exchange 
to the benefit of all market participants.
---------------------------------------------------------------------------

    \111\ Compare Rule 971.2NY(c)(3)(C) with proposed Rule 
971.2NYP(c)(3) (which does not include this scenario as causing the 
early end of an Auction).
    \112\ See Pillar Single-Leg CUBE Filing, 88 FR, at 467545.
---------------------------------------------------------------------------

    In contrast, the following scenarios would continue to result in 
the early end of a Complex CUBE Auction on Pillar. As proposed, an 
Auction for a Complex CUBE Order to buy (sell) would (continue to) end 
early if, during the Response Time Interval, the Exchange receives 
updates to the CUBE BBO as follows:
     Any same-side interest that adjusts the CUBE BB (BO) to be 
higher (lower) than the initiating price,\113\ which proposed provision 
is substantively identical to the scenario set forth in pre-Pillar Rule 
971.2NY(c)(3)(B); \114\ or
---------------------------------------------------------------------------

    \113\ See proposed Rule 971.2NYP(c)(3)(A).
    \114\ See Rule 971.2NY(c)(3)(B) and (c)(3)(D) (providing for the 
early end of an Auction upon the receipt of any interest that 
adjusts the same-side CUBE BBO ``to be better than the initiating 
price'' or ``to cross the single stop price specified by the 
Initiating Participant,'' respectively). The Exchange notes that the 
proposed Rule provision is substantively the same as the pre-Pillar 
Rule, however, rather than use the terms ``same-side CUBE BBO'' and 
``better than,'' the proposed Rule specifies whether the Complex 
CUBE Order is to buy or sell, whether the incoming interest is 
''same-side interest,'' and includes the relevant side of the CUBE 
BBO updated, which would add clarity and transparency to Exchange 
rules.
---------------------------------------------------------------------------

     Any opposite-side interest that adjusts the CUBE BO (BB) 
to be lower (higher) than the initiating price when the CUBE BO (BB) is 
based on the DBO (DBB) (i.e., leg market interest on the 
Exchange).\115\ This proposed provision is based on pre-Pillar Rule 
971.2NY(c)(3)(F), which provides for the early end of an Auction based 
on updates to the leg markets, but differs in that it relies on the 
Pillar concept of the DBBO.\116\ This early end scenario only applies 
when the CUBE BBO is based on the DBBO (i.e., the leg markets) and the 
contra-side leg market updates to cross) [sic] the initiating price, 
which price sets the boundary for the Auction.\117\
---------------------------------------------------------------------------

    \115\ See proposed Rule 971.2NYP(c)(3)(B). The Exchange notes 
that as stated in paragraph (a)(1)(A)(ii) of the proposed Rule, when 
the CUBE BBO is based on the DBBO, such CUBE BBO may be adjusted to 
account for the presence of displayed Customer interest. See 
proposed Rule 971.2NYP(a)(1)(A)(ii). The Exchange notes that rather 
than use the terms ``same-side CUBE BBO'' and ``cross,'' the 
proposed Rule specifies whether the Complex CUBE Order is to buy or 
sell, whether the incoming interest is ''opposite-side interest'' 
and includes the relevant side of the CUBE BBO that was updated, 
which would add clarity and transparency to Exchange rules.
    \116\ See pre-Pillar Rule 971.2NY(c)(3)(F) (providing for the 
early end of an Auction upon the receipt of ``[i]nterest in the leg 
market that causes the contra-side CUBE BBO to be better than the 
stop price or auto-match limit price.'').
    \117\ For example, if there is an Auction in progress for a CUBE 
order to buy (sell), the Auction will end early if, during the 
Auction, the Exchange received contra-side interest to sell (buy) 
that updates the DBO (DBB) to be lower (higher) than the initiating 
price (i.e., the incoming interest crosses the initiating price).
---------------------------------------------------------------------------

     Because leg market interest has priority at a price, the 
Complex CUBE Auction must end to allow the (improved) leg market 
interest to trade. The Exchange notes that the pre-Pillar rule provides 
for the early end of an Auction if the leg markets update to be better 
than the stop price or auto-match limit price. On Pillar, the 
parameters for both the stop price and the auto-match limit price are 
made in relation to the initiating price (as discussed herein) and 
therefore the Exchange believes the initiating price is the more 
appropriate benchmark. In addition, proposed Rule 971.2NYP(c)(3)(A) 
(discussed above), also relies on the initiating price as the basis for 
determining if an Auction should end early based on same-side market 
updates. As such, this proposed update would add clarity, transparency, 
and internal consistency to Exchange rules.
    In addition to being substantively the same as the analogous early 
end scenarios set forth in pre-Pillar Rule 971.2NY(c)(3)(B) and (F) 
(with the exception of reliance on the DBBO), the Exchange reiterates 
its belief that the elimination of the balance of the pre-Pillar early 
end scenario would result in fewer Complex CUBE Auctions ending early 
and, as such, would provide more opportunities for price improvement on 
the Exchange to the benefit of all market participants.
Complex CUBE Order Allocation
    The Exchange proposes to modify how a Complex CUBE Order is 
allocated at the end of the Auction to conform with and incorporate 
Pillar Rule 964NYP (described below), which proposed handling mirrors 
the allocation of single-leg CUBE Orders as described in Pillar Rule 
971.1NYP(c)(4).\118\
---------------------------------------------------------------------------

    \118\ As noted herein, Rule 964NY does not apply to trading on 
Pillar. Compare proposed Rule 971.2NYP(c)(4) with Pillar Rule 
971.1NYP(c)(4) (setting forth priority and allocation rules, as 
dictated by Pillar Rule 964NYP).
---------------------------------------------------------------------------

    Pre-Pillar Rule 971.2NY(c)(4) describes Complex CUBE Order 
allocation. Specifically, at the conclusion of the Auction, any RFR 
Responses (including Complex GTX Orders) \119\ that are larger than the 
Complex CUBE Order will be ``capped at the Complex CUBE Order size for 
purposes of size pro rata allocation of the Complex CUBE Order per 
[pre-Pillar] Rule 964NY(b)(3)'' \120\ and that, at each price level, 
displayed Customer orders have first priority to trade with the Complex 
CUBE Order per pre-Pillar Rule 964NY(c)(2)(A).\121\ Further, pre-Pillar 
Rule 971.2NY(c)(4)(B) provides that, after executing against displayed 
Customer orders at a price, the Complex CUBE Order will be allocated 
among the RFR Responses and the Complex Contra Order, which allocation 
may vary depending on whether the Complex Contra Order guaranteed the 
Complex CUBE Order using a specified stop price or auto-match limit 
price.\122\
---------------------------------------------------------------------------

    \119\ See pre-Pillar Rule 971.2NY(c)(1)(C)(i)(b) (``Complex GTX 
Orders with a size greater than the size of the CUBE Order will be 
capped at the size of the CUBE Order''). On, Pillar, however, only 
non-Customer Complex GTX Orders would be capped at the Complex CUBE 
Order size for purposes of size pro rata allocation whereas Customer 
Complex GTX Orders would trade with the CUBE Order based on time. 
See, e.g., proposed Rule 971.2NYP(c)(4)(B), as discussed, infra.
    \120\ Pre-Pillar Rule 964NY(b)(3) describes the Exchange's pro 
rata allocation formula, which same formula is described in Pillar 
Rule 964NYP(i).
    \121\ Pre-Pillar Rule 964NY(c)(2)(A) provides an ``inbound order 
will first be matched against all available displayed Customer 
interest in the Consolidated Book.''
    \122\ See pre-Pillar Rule 971.2NY(c)(4)(B)(i)-(ii).
---------------------------------------------------------------------------

    As noted above, prior to the Exchange's migration to Pillar, 
Complex CUBE Orders traded in accordance with Rule 964NY--the 
Exchange's pre-Pillar priority and allocation rule.\123\ On Pillar, 
orders and quotes will be ranked, prioritized, and executed based on 
Pillar Rule 964NYP, which aligns with the Exchange's pre-Pillar ranking 
and priority scheme. Pillar Rule 964NYP(e) provides that ``[a]t each 
price, all orders and quotes are assigned a priority category and, 
within each priority category, Customer orders are ranked

[[Page 35280]]

ahead of non-Customer'' and that ``[i]f, at a price, there are no 
remaining orders or quotes in a priority category, then same-priced 
interest in the next priority category has priority.'' \124\ The three 
categories are: Priority 1--Market Orders, Priority 2--Display Orders 
and Priority 3--Non-Display Orders (the ``Pillar Priority 
categories'').\125\ Thus, on Pillar, Customer orders in each priority 
category will have first priority to trade ahead of same-priced non-
Customer interest in that priority category until all interest in that 
Pillar Priority category is exhausted--and, if there is more than one 
Customer in that category at the same price, the Customer first in time 
has priority.\126\ Furthermore, as is the case today, the Exchange 
would allocate same-priced, non-Customer interest that is displayed in 
the Consolidated Book on a size pro rata basis.\127\ Finally, on Pillar 
(and unlike (pre-Pillar) Rule 964NY), at a price, non-displayed 
Customer orders will trade in time priority before same-priced non-
displayed, non-Customer interest, which also trades in time.\128\
---------------------------------------------------------------------------

    \123\ See (pre-Pillar) Rule 964NY(b), (c) (providing that, at a 
price, displayed interest is ranked ahead of non-displayed interest 
with priority afforded to Customer interest over displayed non-
Customer interest; followed by same-priced non-displayed interest, 
which non-displayed interest is ranked solely in time priority with 
no preference given to non-displayed Customer interest). See also 
Pillar Priority Filing (describing priority and allocation per Rule 
964NYP).
    \124\ See Pillar Rule 964NYP(e) (Priority Categories).
    \125\ See Pillar Rule 964NYP(e)(1)-(3) (setting forth the Pillar 
Priority categories).
    \126\ See Pillar Rule 964NYP(e), (j).
    \127\ See Pillar Rule 964NYP(i) (Size Pro Rata Allocation) 
(setting forth Pillar pro rata allocation formula). The Exchange 
notes that the Pillar pro rata allocation formula is substantively 
identical to that set forth in pre-Pillar Rule 964NY(b)(3) (Size Pro 
Rata Allocation).
    \128\ See Pillar Rule 964NYP(j)(6)-(7).
---------------------------------------------------------------------------

    The Exchange proposes that Complex CUBE Auctions on Pillar would 
follow the priority, ranking, and allocation model set forth in the 
above-described Pillar Rule 964NYP. As proposed, Rule 971.2NYP(c)(4)(A) 
would provide that, at each price, Complex CUBE Orders would be 
allocated consistent with Pillar Rule 964NYP as follows.
     First priority to execute with the Complex CUBE Order is 
given to Customer RFR Responses, followed by same-priced non-Customer 
RFR Responses ranked Priority 1--Market Orders (each, ``Priority 1 
Interest'');
     Next priority to execute with the Complex CUBE Order is 
given to Customer RFR Responses ranked Priority 2--Display Orders 
(``Priority 2 Customer Interest''), followed by same-priced non-
Customer RFR Responses ranked Priority 2--Display Orders; and
     Third priority to execute with the Complex CUBE Order is 
afforded to Customer RFR Responses followed by same-priced non-Customer 
RFR Responses ranked Priority 3--Non-Display Orders.\129\
---------------------------------------------------------------------------

    \129\ See proposed Rule 971.2NYP(c)(4)(A) (Customer Priority).
---------------------------------------------------------------------------

    The proposal to align Complex CUBE Order allocation with Pillar 
Rule 964NYP(j) would mirror the allocation methodology for single-leg 
CUBE Orders on Pillar and would add clarity, transparency, and internal 
consistency to Exchange rules.\130\ In addition, as discussed further 
below, before the Complex Contra Order receives its guaranteed 
allocation, the Complex CUBE Order would first trade, at a price, with 
all Priority 1 Interest and with Priority 2 Customer Interest to ensure 
the priority of Customer interest is consistent with the Exchange's 
Customer priority model.
---------------------------------------------------------------------------

    \130\ See Pillar Rule 971.1NYP(c)(4) (describing the Allocation 
of CUBE Orders, which is the same as the allocation proposed for 
Complex CUBE Orders).
---------------------------------------------------------------------------

    Proposed Rule 971.2NYP(c)(4)(B) (Allocation) would provide that RFR 
Responses would be allocated based on time or per size pro rata 
allocation. Specifically, RFR Responses of Customers ranked Priority 1 
and 2, as well as all RFR Responses ranked Priority 3, would trade with 
the Complex CUBE Order based on time per Pillar Rule 964NYP(j).\131\ 
And, RFR Responses of non-Customers ranked Priority 1 and Priority 2 
would be capped at the Complex CUBE Order size for purposes of size pro 
rata allocation per Pillar Rule 964NYP(i).\132\ The Exchange notes that 
this proposed allocation methodology is consistent with the pre-Pillar 
Auction allocation methodology, except that on Pillar, Customer RFR 
Responses would be allocated based on time (and no longer on a size pro 
rata basis), which handling would align the allocation of Complex CUBE 
Orders with the Exchange's Customer priority model.\133\
---------------------------------------------------------------------------

    \131\ See proposed Rule 971.2NYP(c)(4)(B)(i) (Time).
    \132\ See proposed Rule 971.2NYP(c)(4)(B)(ii) (Size Pro Rata). 
The size pro rata formula set forth in Pillar Rule 964NYP(i) is 
substantively identical to the size pro rata formula set forth in 
Rule 964NY(b)(3). See Pillar Priority Filing.
    \133\ See, e.g., Pillar Rule 964NYP(j). Because the proposed 
Rule details at the outset of the order allocation section how both 
Customer and non-Customer RFR Responses would be processed (i.e., in 
time or on a pro rata allocation basis), the Exchange believes it is 
not necessary to repeat this (now superfluous) information 
throughout proposed Rule 971.2NYP(c)(4) (Allocation of Complex CUBE 
Orders). See, e.g., pre-Pillar Rule 971.2NY(c)(4)(B)(i)-(ii) 
(repeating in each rule provision how RFR Responses would be 
allocated).
---------------------------------------------------------------------------

    Proposed Rule 971.2NYP(c)(4)(C) (Surrender Quantity) would be new 
functionality and would provide that an Initiating Participant that 
guarantees a Complex CUBE Order with a stop price (as described in 
proposed Rule 971.2NYP(b)(1)(A)) has the option of designating a 
``Surrender Quantity'' and receiving some percentage of the Complex 
CUBE Order less than the 40% participant guarantee (as described in 
proposed Rule 971.2NYP(c)(4)(D)(i)(b)). As proposed, if the Initiating 
Participant elects a Surrender Quantity, and there is sufficient 
contra-side interest equal to or better than the stop price to satisfy 
the Complex CUBE Order, the Complex CUBE Order executes against the 
Complex Contra Order up to the amount of its Surrender Quantity.\134\ 
Absent sufficient size of contra-side interest equal to or better than 
the stop price, the Complex Contra Order would trade with the balance 
of the Complex CUBE Order at the stop price regardless of the Complex 
Contra Order's Surrender Quantity, which functionality is consistent 
with pre-Pillar Complex Contra Order behavior.\135\ Finally, as 
proposed, Surrender Quantity information is not disseminated to other 
market participants and may not be modified after the Complex Contra 
Order is submitted. The Exchange notes that the concept of ``Surrender 
Quantity'' is available in single-leg CUBE Auctions and on other 
options exchanges and is therefore not new or novel.\136\ The Exchange 
believes that providing Initiating Participants the option to designate 
a Surrender Quantity in Complex CUBE Auctions on Pillar would enhance 
functionality by affording flexibility and discretion to the Complex 
Contra Order while providing additional opportunities for RFR Responses 
to interact with the Complex CUBE Order. In addition, the proposed 
enhancement to add the option of electing a Surrender Quantity would be 
a competitive change and would make the Exchange a more attractive 
venue to send (auction-related) order flow.
---------------------------------------------------------------------------

    \134\ See proposed Rule 971.2NYP(c)(4)(C).
    \135\ Compare proposed Rule 971.2NYP(c)(4)(D)(i) with pre-Pillar 
Rule 971.2NY(c)(4)(B)(i) (allocation to Contra Order that guaranteed 
a CUBE Order by a single stop price).
    \136\ See Pillar Rule 971.1NYP(c)(4)(C) (Surrender Quantity 
option in single-leg CUBE Auctions). See also Cboe Rule 5.38(e)(5) 
(allowing initiating participants that guarantee a paired order with 
a single-price submission, to elect to have ``last priority'' to 
trade against the agency order and will only trade with the agency 
order after such order has traded with all other contra-side 
interest at prices equal to or better than the guaranteed stop 
price; and further providing that ``last priority'' information is 
not available to other market participants and, once submitted, may 
not be modified).
---------------------------------------------------------------------------

    Proposed Rule 971.2NYP(c)(4)(D) (RFR Responses and Complex Contra 
Order Allocation) would provide that, at a price, RFR Responses are 
allocated in accordance with proposed paragraphs (c)(4)(A) (Customer 
Priority) and (c)(4)(B) (Time or Size Pro Rata Allocation) and that any 
allocation to

[[Page 35281]]

the Complex Contra Order would depend upon the method by which the 
Complex CUBE Order was guaranteed.\137\
---------------------------------------------------------------------------

    \137\ See Pillar Rule 971.1NYP(c)(4)(D) (describing 
substantively identical allocation of RFR Responses and Contra Order 
in single-leg CUBE Auctions). Consistent with proposed Rule 
971.2NYP(c)(1)(C)(i)(c), and in contrast to pre-Pillar Rule 
971.2NY(c)(2), the proposed Complex CUBE Order allocation section 
would not reference Complex GTX Orders, as noted herein, Complex GTX 
Orders would execute solely with the Complex CUBE Order or cancel.
---------------------------------------------------------------------------

     Stop Price.\138\ Consistent with the pre-Pillar Complex 
CUBE rule, a Complex CUBE Order to buy (sell), that is guaranteed by a 
stop price would execute first with RFR Responses at each price level 
priced below (above) the stop price within the range of permissible 
executions, beginning with the lowest (highest) price.\139\
---------------------------------------------------------------------------

    \138\ See proposed Rule 971.2NYP(b)(1)(A) (describing stop price 
requirements).
    \139\ Compare proposed Rule 971.2NYP(c)(4)(D)(i)(a) with pre-
Pillar Rule 971.2NY(c)(4)(B)(i)(a).
---------------------------------------------------------------------------

    [cir] Next, any remaining contracts of the Complex CUBE Order would 
execute at the stop price, first with all Priority 1 Interest, followed 
by Priority 2 Customer Interest, which as noted above is consistent 
with new Pillar Rule 964NYP(j).\140\
---------------------------------------------------------------------------

    \140\ Compare proposed Rule 971.2NYP(c)(4)(D)(i)(b) with pre-
Pillar Rule 971.2NY(c)(4)(B)(i)(b).
---------------------------------------------------------------------------

    [cir] Then, at the stop price, the Complex Contra Order would 
receive an allocation of the greater of 40% of the original Complex 
CUBE Order size or one contract (or the greater of 50% of the original 
Complex CUBE Order size or one contract if there is only one RFR 
Response), or the Surrender Quantity, if one has been specified. Then, 
any remaining Complex CUBE Order contracts would be allocated first 
among remaining RFR Responses at the stop price. If all RFR Responses 
are filled, any remaining Complex CUBE Order contracts would be 
allocated to the Contra Order. This proposed handling is consistent 
with the pre-Pillar Complex CUBE rule except that it includes reference 
to the new option of designating a ``Surrender Quantity.'' \141\
---------------------------------------------------------------------------

    \141\ See id.
---------------------------------------------------------------------------

    [cir] Finally, identical to pre-Pillar functionality, if there are 
no RFR Responses, the Complex CUBE Order would execute against the 
Complex Contra Order at the stop price.\142\
---------------------------------------------------------------------------

    \142\ Compare proposed Rule 971.2NYP(c)(4)(D)(i)(c) with pre-
Pillar Rule 971.2NY(c)(4)(B)(i)(c).
---------------------------------------------------------------------------

     Auto-Match Limit.\143\ Consistent with the pre-Pillar 
Complex CUBE rule, a Complex CUBE Order to buy (sell), that is 
guaranteed by auto-match limit would execute first with RFR Responses 
at each price level priced below (above) the auto-match limit price 
within the range of permissible executions, beginning with the lowest 
(highest) price.\144\
---------------------------------------------------------------------------

    \143\ See proposed Rule 971.2NYP(b)(1)(B) (describing auto-match 
limit price requirements).
    \144\ See proposed Rule 971.2NYP(c)(4)(D)(ii)(a). See also pre-
Pillar Rule 971.2NY(c)(4)(B)(ii)(a).
---------------------------------------------------------------------------

    [cir] Next, consistent with pre-Pillar Complex CUBE functionality, 
the Complex CUBE Order would be allocated to RFR Responses at a price 
equal to the price of the Complex Contra Order's auto-match limit 
price, and if volume remains, to prices higher (lower) than the auto-
match limit price; at each price level equal to or higher (lower) than 
the auto-match limit price, the Complex Contra Order would be allocated 
contracts equal to the aggregate size of all other RFR Responses within 
the range of permissible executions, until a price point is reached 
where the balance of the CUBE Order can be fully executed (the ``clean-
up price''). Further, like pre-Pillar functionality, if the Complex 
Contra Order meets its allocation guarantee at a price below (above) 
the clean-up price, it would cease matching RFR Responses.\145\
---------------------------------------------------------------------------

    \145\ See proposed Rule 971.2NYP(c)(4)(D)(ii)(b). See also pre-
Pillar Rule 971.2NY(c)(4)(B)(ii)(b).
---------------------------------------------------------------------------

    [cir] As proposed, at the clean-up price, any remaining contracts 
of the Complex CUBE Order will execute against all Priority 1 Interest, 
followed by Priority 2 Customer Interest, which as noted above is 
consistent with proposed new Rule 964NYP(j).\146\
---------------------------------------------------------------------------

    \146\ See proposed Rule 971.2NYP(c)(4)(D)(ii)(c). See also pre-
Pillar Rule 971.2NY(c)(4)(B)(ii)(b).
---------------------------------------------------------------------------

    [cir] Next, and consistent with the pre-Pillar Complex CUBE rule, 
the Complex Contra Order would receive additional contracts required to 
achieve an allocation of the greater of 40% of the original Complex 
CUBE Order size or one contract (or the greater of 50% of the original 
Complex CUBE Order size or one contract if there is only one RFR 
Response); if there are other RFR Responses at the clean-up price, the 
remaining Complex CUBE Order contracts, would be allocated first to RFR 
Responses; and any remaining CUBE Order contracts would be allocated to 
the Complex Contra Order at the initiating price.\147\
---------------------------------------------------------------------------

    \147\ Compare proposed Rule 971.2NYP(c)(4)(D)(ii)(c) with pre-
Pillar Rule 971.2NY(c)(4)(B)(ii)(b).
---------------------------------------------------------------------------

    [cir] Finally, consistent with the pre-Pillar Complex CUBE rule, if 
there are no RFR Responses, the Complex CUBE Order would execute 
against the Complex Contra Order at the initiating price.\148\
---------------------------------------------------------------------------

    \148\ Compare proposed Rule 971.2NYP(c)(4)(D)(ii)(d) with pre-
Pillar Rule 971.2NY(c)(4)(B)(ii)(c). The proposed Rule differs in 
that it would not specify that ``[a] single RFR Response will not be 
allocated a number of contracts that is greater than its size,'' as 
is set forth in (pre-Pillar) Rule 971.2NY(c)(4)(C), because this 
statement merely re-iterates standard processing on the Exchange. As 
such, the Exchange believes the inclusion of this statement in the 
proposed Rule is unnecessary and may lead to potential confusion.
---------------------------------------------------------------------------

Commentary to Proposed Rule 971.2NYP for CUBE Auctions on Pillar
    The Exchange proposes to adopt Commentaries to the proposed Rule, 
which are substantively identical to pre-Pillar Commentaries .01 
through .03 and .04 to Rule 971.2NY, with differences discussed below 
(each a ``proposed Commentary'' or a ``pre-Pillar Commentary'').\149\
---------------------------------------------------------------------------

    \149\ Because the beginning of the proposed Rule includes a 
``Definitions'' section (i.e., proposed Rule (a)(1)(D))) [sic] for 
terms applicable to Complex CUBE Auctions on Pillar, the terms 
described in pre-Pillar Commentary .02 to Rule 971.2NY are no longer 
applicable and, as discussed infra, the Exchange proposes to omit 
pre-Pillar Commentary .02 from the proposed Rule. The omission of 
this Commentary does not alter the functionality of the proposed 
Rule and the Exchange therefore believes its omission is immaterial.
---------------------------------------------------------------------------

    Proposed Commentary .01 is substantively identical to pre-Pillar 
Commentary .03 and would describe ``Concurrent Single-Leg and Complex 
CUBE Auctions involving the same option series.'' \150\ As proposed, 
like the pre-Pillar Complex CUBE rule, the proposed Rule would allow 
the Exchange to conduct simultaneous single-leg CUBE Auctions for a 
given series at the same time as a Complex CUBE Auction for an ECO that 
includes the same option series.\151\ Also, like the pre-Pillar Complex 
CUBE rule, to the extent there are concurrent CUBE Auctions for a 
specific option series, each CUBE Auction will be processed 
sequentially based on the time each

[[Page 35282]]

CUBE Auction commenced.\152\ Finally, substantively identical to pre-
Pillar Complex CUBE functionality, at the time each CUBE Auction 
concludes, including when it concludes early, it will be processed 
pursuant to Pillar Rule 971.1NYP(c)(4) (for Single-Leg CUBE) or 
proposed Rule 971.2NYP(c)(4) (for Complex CUBE) as applicable.\153\
---------------------------------------------------------------------------

    \150\ The Exchange proposes to relocate the text from pre-Pillar 
Commentary .03 to proposed Commentary .01, which re-numbering would 
align the proposed Rule with Commentary .01 to Pillar Rule 
971.1NYP--single-leg CUBE Auctions on Pillar). As a result of this 
reorganization, the Exchange proposes to hold Commentary .03 to 
proposed Rule 971.2NYP as ``Reserved''.
    \151\ See proposed Rule 971.2NYP, Commentary .01. See also 
Pillar Rule 971.1NYP, Commentary .01 (same). As discussed, supra, 
proposed Commentary .01 (and pre-Pillar Commentary .03) describes 
functionality that is distinct from the proposal to allow multiple 
Complex CUBE Auctions to run concurrently on Pillar. See, e.g., 
proposed Rule 971.2NYP(c). To emphasize this distinction, the 
proposed Rule states that ``[t]o the extent there are concurrent 
single-leg and Complex CUBE Auctions for a specific option series, 
each CUBE Auction will be processed sequentially based on the time 
each CUBE Auction commenced'' (emphasis added). See proposed Rule 
971.2NYP, Commentary .01.
    \152\ See id. The Exchange proposes to make a clarifying change 
that specifies that ``[t]o the extent there are concurrent single-
leg and Complex CUBE Auctions for a specific option series, each 
CUBE Auction will be processed sequentially based on the time each 
CUBE Auction commenced,'' which change would improve transparency 
and internal consistency of Exchange rules. See proposed Rule 
971.2NYP, Commentary .01 (emphasis added).
    \153\ See id. The Exchange notes that the internal cross-
reference in the proposed Commentary has been updated to reflect the 
allocation section in the proposed Rule (i.e., change reference to 
paragraph (c)(5) of Rule 971.1NY to paragraph (c)(4) of Pillar Rule 
971.1NYP and update cite to proposed Rule to include ``P'' 
modifier), which changes are not material because they do not impact 
functionality.
---------------------------------------------------------------------------

    Proposed Commentary .02(a)-(d) is substantively identical to pre-
Pillar Commentary .01(a)-(d) \154\ and would provide that the following 
conduct will be considered conduct inconsistent with just and equitable 
principles of trade:
---------------------------------------------------------------------------

    \154\ The Exchange proposes to relocate pre-Pillar Commentary 
.01 to proposed Commentary .02 to align with Commentary .02 to 
Pillar Rule 971.1NYP--single-leg CUBE Auctions on Pillar. In this 
regard, the Exchange proposes to hold Commentary .03 of the proposed 
Rule as ``Reserved.''
---------------------------------------------------------------------------

     An ATP Holder entering RFR Responses to an Auction for 
which the ATP Holder is the Initiating Participant;
     Engaging in a pattern and practice of trading or quoting 
activity for the purpose of causing an Auction to conclude before the 
end of the Response Time Interval;
     An Initiating Participant that breaks up an agency order 
into separate Complex CUBE Orders for the purpose of gaining a higher 
allocation percentage than the Initiating Participant would have 
otherwise received in accordance with the allocation procedures 
contained in paragraph (c)(4) of this Rule; \155\ and
---------------------------------------------------------------------------

    \155\ The Exchange notes that the internal cross-reference in 
the Commentary .02 has been updated to reflect the allocation 
section in the proposed Rule (i.e., change reference to paragraph 
(c)(5) of pre-Pillar Rule 971.2NY to paragraph (c)(4) of the 
proposed Rule), which change is not material because it does not 
impact functionality.
---------------------------------------------------------------------------

     Engaging in a pattern and practice of sending multiple RFR 
Responses at the same price that in the aggregate exceed the size of 
the Complex CUBE Order.
    Proposed Commentary .04 describes functionality for AON Complex 
CUBE Orders that is substantively identical to pre-Pillar Commentary 
.04 and would provide that, except as provided in proposed Commentary 
.04, an AON Complex CUBE auction will be subject to the provisions of 
proposed Rule 971.2NYP.\156\
---------------------------------------------------------------------------

    \156\ The Exchange proposes the non-substantive change to re-
locate to the beginning of the proposed Rule text that appears at 
the bottom of the pre-Pillar Rule.
---------------------------------------------------------------------------

     Proposed Commentary .04 (like pre-Pillar Commentary .04) 
would provide that an Initiating Participant may be designated a 
Complex CUBE Order of at least 500 contracts as AON (an ``AON Complex 
CUBE Order'') and unlike non-AON Complex CUBE Orders, such AON CUBE 
Orders may only be guaranteed by a specified stop price.\157\
---------------------------------------------------------------------------

    \157\ The Exchange proposes the non-substantive change to use 
the active voice in proposed Commentary .04. See proposed Commentary 
.04 (providing, in relevant part, that ``[a]n Initiating Participant 
may designate a Complex CUBE Order that has at least 500 contracts 
on the smallest leg as AON . . . .'').
---------------------------------------------------------------------------

    [cir] Proposed Commentary .04 would differ from pre-Pillar 
Commentary .04 to make clear that the (new) option for certain 
Initiating Participants to designate a Surrender Quantity would not be 
available for Complex Contra Orders to an AON Complex CUBE Order. This 
proposed text is not included in pre-Pillar Commentary .04 because the 
option to designate a Surrender Quantity is not available today and is 
an enhanced feature that would only be available for certain non-AON 
Complex CUBE Auctions on Pillar.\158\ The Exchange believes that 
allowing Initiating Participants to designate a Surrender Quantity to 
an AON Complex CUBE Order would undermine the purpose of the ``all or 
none'' aspect of this order type.
---------------------------------------------------------------------------

    \158\ See proposed Rule 971.2NYP, Commentary .04 (providing, in 
relevant part that ``a Complex Contra Order that guarantees an AON 
CUBE Order is not eligible to designate a Surrender Quantity of its 
guaranteed participation''). See, e.g., proposed Rule 
971.2NYP(c)(4)(C) (describing the proposed option of designating a 
Surrender Quantity for non-AON Complex CUBE Orders that are 
guaranteed by a stop price).
---------------------------------------------------------------------------

    Proposed Commentary .04(a)-(d), is substantively identical to pre-
Pillar Commentary .04(a)-(d), with differences noted herein, and would 
provide the following.\159\
---------------------------------------------------------------------------

    \159\ The Exchange notes that it has made the non-substantive 
change to specify that the AON Complex CUBE Order is ``to buy 
(sell)'' and to replace certain references to ``better'' with 
``lower (higher)'' and reference to ``contra-side'' with ``sell 
(buy)'' to more clearly reflect the handling of AON Complex CUBE 
Orders based on the side of the market to which such order is 
submitted, which would add clarity, transparency, and internal 
consistency to the Exchange rules.
---------------------------------------------------------------------------

     An AON Complex CUBE Order to buy (sell) will execute in 
full with the Complex Contra Order at the single stop price even if 
there is non-Customer interest priced lower (higher) than the stop 
price that, either on its own or when aggregated with non-Customer RFR 
Responses at the stop price or better, are insufficient to satisfy the 
full quantity of the AON Complex CUBE Order;
     The Complex Contra Order will not receive any allocation 
and will be cancelled if (i) RFR Responses to sell (buy) at prices 
lower (higher) than the stop price can satisfy the full quantity of the 
AON Complex CUBE Order or (ii) there is Customer interest to sell (buy) 
at the stop price or better that on its own, or when aggregated with 
RFR Responses to sell (buy) at the stop price or prices lower (higher) 
than the stop price, can satisfy the full quantity of the AON Complex 
CUBE Order. In either case, the RFR Responses will be allocated as 
provided for in paragraphs (c)(4)(A) and (c)(4)(B) of this proposed 
Rule, as applicable;
     The AON Complex CUBE Order to buy (sell) and Complex 
Contra Order will both be cancelled if there is Customer interest to 
sell (buy) at the stop price or better and such interest, either on its 
own or when aggregated with RFR Responses to sell (buy) at the stop 
price or at prices lower (higher) than the stop price, is insufficient 
to satisfy the full quantity of the AON Complex CUBE Order; and
     Prior to entering an agency order on behalf of a Customer 
into the Complex CUBE Auction as an AON Complex CUBE Order, Initiating 
Participants must deliver to the Customer a written notification 
informing the Customer that such order may be executed using the 
Complex CUBE Auction. Such written notification must disclose the terms 
and conditions contained in this Commentary .04 and must be in a form 
approved by the Exchange.\160\
---------------------------------------------------------------------------

    \160\ See proposed Rule 971.2NYP, Commentary .04.
---------------------------------------------------------------------------

Rule 900.2NY: Definitions of Customer and Professional Customer
    Rule 900.2NY defines a ``Customer'' as ``an individual or 
organization that is not a Broker/Dealer'' \161\ and defines a 
``Professional Customer'' as ``an individual or organization that (i) 
is not a Broker/Dealer in securities, and (ii) places more than 390 
orders in listed options per day on average during a calendar month for 
its own beneficial account(s).'' \162\ Included in the definition of 
Professional Customer is a list of Exchange rules for purposes of

[[Page 35283]]

which Professional Customers are treated in the same manner as Broker/
Dealers (or non-Customers) (referred to herein as the ``Professional 
Customer carve out''), including pre-Pillar Rule 971.2NY for pre-Pillar 
Complex CUBE Auctions.\163\ Accordingly, Professional Customers are 
treated as Broker/Dealers (or non-Customers) for purposes of the pre-
Pillar Complex CUBE Auction. The Exchange notes that at least one other 
options exchange likewise treats Professional Customer interest as 
Broker/Dealer (non-Customer) interest for purposes of their price 
improvement auction.\164\
---------------------------------------------------------------------------

    \161\ See Rule 900.2NY (defining a Customer, including that 
``when not capitalized, `customer' refers to any individual or 
organization whose order is being represented, including a Broker/
Dealer.''),
    \162\ See Rule 900.2NY (defining a Professional Customer).
    \163\ Specifically, Rule 900.2NY provides that ``[a] 
Professional Customer will be treated in the same manner as a 
Broker/Dealer (or non-Customer) in securities for the purposes of'' 
certain Exchange rules, including but not limited to, pre-Pillar 
Rule 971.2NY (Complex Electronic Cross Transactions). See id. 
(defining Professional Customer).
    \164\ See Cboe Rule 5.38(e) (providing that ``Priority 
Customer'' interest executes first with the Agency Order submitted 
to the price improvement auction, followed by non-Priority Customer 
interest).
---------------------------------------------------------------------------

    As described herein the proposed Rule includes certain 
modifications and enhancements to the Complex CUBE Auction, but the 
core functionality is substantively identical to the pre-Pillar Complex 
CUBE functionality. Accordingly, the Exchange believes it would be 
consistent with the Act to amend Rule 900.2NY to include Rule 971.2NYP 
in the list of Exchange rules for purposes of which Professional 
Customers are treated as Broker/Dealers (or non-Customers).\165\ This 
proposed handling would result in consistent treatment of Complex CUBE 
Orders on Pillar with the handling that existed pre-Pillar, which adds 
clarity, transparency, and internal consistency to Exchange rules.\166\
---------------------------------------------------------------------------

    \165\ See proposed Rule 900.2NY (providing in relevant part, 
that for purposes of Rule 971.2NYP (Complex Electronic Cross 
Transactions), ``[a] Professional Customer will be treated in the 
same manner as a Broker/Dealer (or non-Customer) in securities'').
    \166\ To update and improve the accuracy of Rule 900.2NY, the 
Exchange proposes to remove reference to pre-Pillar Rules 971.1NY 
and 971.2NY because these rules are not operative on Pillar, which 
change would add clarity, transparency, and internal consistency to 
Exchange rules. See proposed Rule 900.2NY (removing from 
Professional Customer definition reference to Rules 971.1NY and 
971.2NY).
---------------------------------------------------------------------------

Rule 935NY: Order Exposure Requirements
    Rule 935NY requires, among other things, that a User's agency 
orders be exposed for at least one (1) second before such orders may be 
executed against the User's principal orders, unless such agency order 
is afforded an exemption. Current Rule 935NY (iv) exempts from its one-
second order exposure requirements orders submitted to the CUBE 
Auction, pursuant to pre-Pillar Rule 971.2NY (Complex Electronic Cross 
Transactions). The Exchange proposes to amend Rule 935NY to add a 
cross-reference to proposed Rule 971.2NYP, which would extend the 
exemption from the order exposure requirements to all Pillar Complex 
CUBE Orders.\167\ As noted herein Complex CUBE Auctions on Pillar 
include certain enhancements to the pre-Pillar Auctions, but the core 
functionality remains the same.
---------------------------------------------------------------------------

    \167\ See proposed Rule 935NY(iii) (excluding from the order 
exposure requirement agency orders submitted to ``the Customer Best 
Execution Auction (`CUBE Auction') pursuant to Rules 971.1NYP or 
971.2NYP.'') (emphasis added).
---------------------------------------------------------------------------

    Accordingly, the Exchange believes that it would be consistent with 
the Act to exempt orders submitted to Complex CUBE Auctions on Pillar 
from the one-second order exposure requirement. This proposed handling 
would result in consistent treatment of Complex CUBE Orders that were 
submitted pursuant to pre-Pillar Rule 971.2NY with Complex CUBE Orders 
submitted on Pillar pursuant to the proposed Rule.\168\
---------------------------------------------------------------------------

    \168\ To update and improve the accuracy of Rule 935NY, the 
Exchange proposes to remove reference to pre-Pillar Rules 971.1NY 
and 971.2NY because these rules are not operative on Pillar, which 
change would add clarity, transparency, and internal consistency to 
Exchange rules. See proposed Rule 935NY (removing reference to Rules 
971.1NY and 971.2NY from order exposure carve out).
---------------------------------------------------------------------------

    Like the pre-Pillar Complex CUBE Auction, the proposed Rule would 
provide ATP Holders a minimum of 100 milliseconds to respond to Complex 
CUBE Auctions, which should promote timely executions, while ensuring 
adequate exposure of the Complex CUBE Order seeking price 
improvement.\169\ Further, consistent with Rule 935NY, Commentary .01, 
the ATP Holders that submit Complex CUBE Orders would do so only when 
there is a genuine intention to execute a bona fide transaction.\170\ 
Moreover, as with the pre-Pillar Complex CUBE Auction, any User on the 
Exchange can respond to a Complex CUBE on Pillar.\171\
---------------------------------------------------------------------------

    \169\ See proposed Rule 971.2NYP(c)(1)(B) (regarding a Response 
Time Interval of no less than 100 milliseconds).
    \170\ 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'').
    \171\ Compare Rule 971.2NY(c)(1)(C) (providing that ``[a]ny ATP 
Holder may respond to the RFR, provided such response is properly 
marked specifying price, size and side of the market (`RFR 
Response'))'' with proposed Rule 971.2NYP(c)(1)(C) (same).
---------------------------------------------------------------------------

Pillar Rule 980NYP: Electronic Complex Order Trading
    Pillar Rule 980NYP describes how Electronic Complex Orders 
(``ECOs'') will trade on the Exchange.\172\ The Exchange proposes to 
modify Pillar Rule 980NYP to reflect the proposed Complex CUBE Orders 
and the impact of such orders on the Complex Order Auction (or COA).
---------------------------------------------------------------------------

    \172\ 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.
---------------------------------------------------------------------------

    First, the Exchange proposes to modify Pillar Rule 980NYP(b) (Types 
of ECOs) to include Complex CUBE Orders in the list of potential ECOs 
available for trading on the Exchange, which addition would add 
clarity, transparency, and internal consistency to Exchange rules.\173\
---------------------------------------------------------------------------

    \173\ See proposed Rule 980NYP(b)(1) (providing that ``ECOs may 
be entered as Limit Orders, Limit Orders designated as Complex Only 
Orders, Complex CUBE Orders, Complex QCCs, or as Complex Customer 
Cross Orders'') (emphasis added).
---------------------------------------------------------------------------

    Next, the Exchange proposes to modify Pillar Rule 980NYP(f) 
regarding the execution of ECOs during a COA.\174\ Procedurally, the 
COA process is similar to the Complex CUBE Auction insofar as the 
Exchange sends out a Request for Responses (RFR) once a COA Order 
satisfies the requirements to initiate a COA, the COA lasts for a 
specified duration (i.e., the Response Time Interval), unless it ends 
early, and when the COA concludes, the COA Order executes with the 
best-priced ECOs received during the COA, next with the leg markets, 
and any remaining balance is ranked in the Consolidated Book.\175\ 
Unlike a Complex CUBE Order, the COA Order is not a paired order and is 
not guaranteed an execution and unlike the Complex CUBE Auction which 
can run concurrent auctions in the same complex strategy, only one COA 
may be conducted at a time.\176\
---------------------------------------------------------------------------

    \174\ See Pillar Rule 980NYP(f)(providing that ``[a] COA Order 
received when a complex strategy is open for trading and that 
satisfies the requirements of paragraph (1) [Initiation of a COA] 
below will initiate a COA only on arrival after trading with 
eligible interest per paragraph (2)(A) [Pricing of a COA] below''). 
A COA Order will 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. Only one COA may be conducted at a time in a complex strategy).
    \175\ See Pillar Rule 980NYP(a)(3)(A)-(D) (defining terms 
related to the COA process); (f)(3)(A)-(D) (setting forth the 
circumstances under which a COA will conclude before the end of the 
Response Time Interval); and (f)(4)(A)-(C) (providing the allocation 
of COA Orders. See Rule 900.2NY (defining Consolidated Book as ``the 
Exchange's electronic book of orders and quotes'').
    \176\ See Pillar Rule 980NYP(f).
---------------------------------------------------------------------------

    The Exchange proposes to modify Pillar Rule 980NYP(f) to specify 
that a

[[Page 35284]]

COA Order received during a Complex CUBE Auction in the same complex 
strategy will not initiate a COA.\177\ As is the case with COA Orders 
that do not initiate a COA on arrival, such COA Order would be 
processed in the same manner as a (non-COA) ECO per Pillar Rule 
980NYP(e).\178\ The Exchange will only allow one auction process for 
ECOs at a given time. As such, a COA received during a Complex CUBE 
Auction would not initiate a COA on arrival and, as with any COA Order 
that does not initiate a COA on arrival, the Exchange would process the 
COA Order as a (non-COA) ECO. The Exchange notes that allowing only one 
auction of complex orders is consistent with functionality on at least 
one other options exchange and is therefore not new or novel.\179\ 
Consistent with the foregoing, the Exchange also proposes to modify 
Pillar Rule 980NYP(f)(3)(E), to specify that a COA in progress will end 
early upon receipt of a Complex CUBE Order in the same complex strategy 
as the COA.\180\ This proposed change would be consistent the with the 
Exchange's early termination of a COA in progress upon the receipt of a 
Complex QCC Order in the same complex strategy as the COA Order. The 
Exchange's rationale for this proposed change is the same as its 
rationale for ending a COA upon the arrival of a Complex QCC Order in 
the same complex strategy: to ``allow the Exchange to incorporate 
executions from the COA, or any remaining balance of the COA Order, to 
conduct the requisite price validations'' for the Complex CUBE 
Order.\181\ As noted above, until a COA concludes, the Consolidated 
Book is not updated to reflect any COA Order executions or any balance 
of the COA Order ranking in the Book. Thus, to allow the later-arriving 
Complex CUBE 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 CUBE 
Order in the same complex strategy.\182\ 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.\183\
---------------------------------------------------------------------------

    \177\ See proposed Pillar Rule 980NYP(f) (providing in relevant 
part that ``[o]nly one COA may be conducted at a time in a complex 
strategy and a COA Order received during a Complex CUBE Auction in 
the same complex strategy will not initiate a COA'') (emphasis 
added).
    \178\ See Pillar Rule 980NYP(f)(1) (``A COA Order that does not 
satisfy these pricing parameters will not initiate a COA and, unless 
cancelled, will be ranked in the Consolidated Book and processed as 
an ECO pursuant to paragraph (e) above'' regarding the ``Execution 
of ECOs During Core Trading Hours'').
    \179\ See MIAX Options User Manual, MIAX Complex Order Price 
Improvement Mechanism (MIAX cPRIME, Auction Eligibility), at p. 34, 
available here: https://www.miaxglobal.com/sites/default/files/2022-09/MIAX_Options_User_Manual_04042022_0.pdf (providing, in relevant 
part, that ``[o]nly one complex auction whether a cPRIME or a 
Standard Complex auction may be in process for any given Strategy at 
a time'' and that MIAX will reject ``a cPRIME order in a Strategy 
that is already in a cPRIME or Standard Complex auction''). Like the 
Complex CUBE Auction, MIAX's cPRIME is an electronic price 
improvement mechanism for paired orders; and, like the COA, MIAX's 
Standard Complex auction is a price improvement auction for orders 
that are not guaranteed an execution. As noted herein, and unlike 
MIAX, the Exchange permits concurrent Complex CUBE Auctions in the 
same complex strategies.
    \180\ See proposed Rule 980NYP(f)(3)(E). See Securities Exchange 
Act Release No. 99354 (January 17, 2024), 89 FR 4358, 4359 (January 
23, 2024) (SR-NYSEAMER-2024-03) (adopting, on an immediately 
effective basis, Pillar Rule 980NYP(f)(3)(E) which specifies that a 
COA in progress ends early upon receipt of a Complex QCC Order in 
the same complex strategy).
    \181\ See id., 89 FR, at 4359.
    \182\ See id. (providing the same rationale for ending a COA 
early upon the receipt of a Complex QCC in the same complex strategy 
as the COA Order).
    \183\ See id.
---------------------------------------------------------------------------

* * * * *
Implementation
    Because of the technology changes associated with this proposed 
rule change, the Exchange will announce the implementation date by 
Trader Update, which, subject to effectiveness of this proposed rule 
change, is anticipated to be in the second quarter of 2024.
2. Statutory Basis
    For the reasons set forth above, the Exchange believes the proposed 
rule change is consistent with Section 6(b) of the Act in general, and 
furthers the objectives of Section 6(b)(5) of the Act, in that it is 
designed to promote just and equitable principles of trade,remove 
impediments to and perfect the mechanisms of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest.
    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanisms of a free and open market and 
a national market system and would protect investors and the public 
interest because the enhancement to Complex CUBE Auctions on Pillar 
would continue to encourage ATP Holders to compete vigorously to 
provide the opportunity for price improvement for Complex CUBE Orders 
in a competitive auction process, which may lead to enhanced liquidity 
and tighter markets.
    To the extent that the proposed Rule contains provisions that are 
identical (or substantively identical) to pre-Pillar Rule 971.2NY, the 
Exchange believes the proposed Rule would remove impediments to and 
perfect the mechanisms of a free and open market and a national market 
system and would protect investors and the public interest because the 
proposed Rule includes streamlined, and in some cases reorganized, 
descriptions of approved pre-Pillar Auction functionality in a manner 
that adds clarity, transparency, and internal consistency to Exchange 
rules.\184\
---------------------------------------------------------------------------

    \184\ See, e.g., proposed Rule 971.2NYP(b)(1)(A)-(B) (describing 
stop price and auto-match limit price); (b)(2)-(4) (regarding 
eligibility of Complex CUBE Orders submitted to the Auction); (c)(1) 
(regarding RFRs and RFR Responses) and (c)(2) (regarding conclusion 
of Complex CUBE Auction).
---------------------------------------------------------------------------

    Further, to the extent that the proposed Rule includes 
modifications and enhancements to the Auction, the Exchange believes 
that the proposed Rule would remove impediments to and perfect the 
mechanisms of a free and open market and a national market system and 
would protect investors and the public interest because the proposed 
modifications and enhancements to Auctions on Pillar would continue to 
encourage ATP Holders to compete vigorously to provide the opportunity 
for price improvement for Complex CUBE Orders in a competitive auction 
process, which may lead to enhanced liquidity and tighter markets. In 
addition, and as described herein, the proposed modifications and 
enhancements would align Complex CUBE Auction functionality with 
single-leg CUBE Auction functionality on Pillar, which would add 
internal consistency to Exchange rules and may encourage market 
participants to utilize the enhanced Complex CUBE Auction 
functionality.\185\ Moreover, and as discussed herein, the proposed 
modifications and enhancements are already available on at least one 
other options exchange (including the proposed pricing parameters as 
discussed herein and below) and are therefore competitive.\186\
---------------------------------------------------------------------------

    \185\ See, e.g., Pillar Rule 971.1NYP (c)(permitting concurrent 
Auctions); (c)(1)(A) (providing that each RFR include an AuctionID); 
(c)(1)(B) (providing for a minimum of 100 milliseconds fixed 
duration of the Response Time Interval); (c)(1)(C)(i) (regarding 
handling of GTX Orders and optional AuctionID feature); (c)(4)(A) 
and (B) (incorporating Pillar Rule 964NYP for the priority and 
allocation of CUBE Orders); and (c)(4)(C) (regarding the optional 
Surrender Quantity feature).
    \186\ See, e.g., Cboe Rule 5.38(c)(1) (permitting concurrent 
auctions in the same strategy); (c)(2) (providing that each C-AIM 
Auction notification message include an AuctionID) (c)(3) (providing 
for a minimum of 100 milliseconds fixed duration of C-AIM Auction 
period); (c)(5) (regarding optional ``AuctionID'' for auction 
responses); (e)(5) (regarding optional ``last priority'' (i.e., 
Surrender Quantity) feature); and (e)(5)(B) (describing range of 
permissible executions in C-AIM and requiring that auction responses 
price improve Priority Customer interest).

---------------------------------------------------------------------------

[[Page 35285]]

    In particular, the proposed rule change to modify the pricing 
requirements for initiating and participating in Complex CUBE Auctions, 
including updating the CUBE BBO definition to incorporate the Pillar 
concept of DBBO, would remove impediments to and perfect the mechanisms 
of a free and open market and a national market system and would 
protect investors and the public interest because it would add internal 
consistency to Exchange rules and streamline Pillar Auction 
functionality making it easier for market participants to navigate and 
comprehend.\187\
---------------------------------------------------------------------------

    \187\ See, e.g., proposed Rule 971.2NYP(a)(1)(A) (defining the 
key terms for the proposed Rule, including incorporating the concept 
of the DBBO per Pillar Rule 980NYP).
---------------------------------------------------------------------------

    The Exchange believes that the modified requirements for Complex 
CUBE Auctions, including the requisite (one penny) price improvement to 
the proposed CUBE BBO in the presence of displayed Customer interest, 
would remove impediments to and perfect the mechanisms of a free and 
open market and a national market system and would protect investors 
and the public interest because the proposed change would incorporate 
and align with Pillar Rules 964NYP and 980NYP and would allow the 
Exchange to better compete for complex auction order flow with a 
competing options exchange.\188\
---------------------------------------------------------------------------

    \188\ See Cboe Rule 5.38(b)(1) (requiring that the ``Initiating 
Order'' (akin to Complex CUBE Order) must be guaranteed by the 
``Agency Order'' (akin to Complex Contra Order) at a price that 
improves by at least one MPV the best-priced interest on the complex 
order book or in the leg markets when such interest represents a 
``Priority Customer''); (e)(5)(B) (describing range of permissible 
executions in C-AIM and requiring that auction responses price 
improve Priority Customer interest). See, e.g., proposed Rule 
971.2NYP(a)(1)(A) (proposed definitions, including incorporating the 
concept of the DBBO per Pillar Rule 980NYP).
---------------------------------------------------------------------------

    Further, the proposed CUBE BBO, which requires price improvement 
over the best-priced interest if such interest represents displayed 
Customer interest on the Exchange would continue to protect the 
priority of such interest. The Exchange believes that making price 
improvement contingent on Customer interest, which is consistent with 
pricing requirements on Cboe for its price improvement auction for 
complex trading interest, may increase Complex CUBE Orders directed to 
the Exchange, while maintaining the Exchange's Customer-centric 
priority scheme.\189\ The proposed CUBE BBO would protect investors and 
the public interest by assuring that Complex CUBE Orders comply with 
the existing priority and allocation rules applicable to the processing 
and execution of Complex Orders per Pillar Rule 980NYP. In particular, 
the proposed CUBE BBO would continue to protect same-priced, displayed 
Customer interest and would ensure that Complex CUBE Orders do not 
trade ahead of such displayed Customer interest, whether in the leg 
markets or as Customer Complex Orders. In addition, using the proposed 
CUBE BBO would ensure that the proposed Rule aligns with the Exchange's 
priority and allocation rules, per Pillar Rules 964NYP and 980NYP, and 
that interest in the leg markets, including displayed Customer 
interest, continues to be protected.
---------------------------------------------------------------------------

    \189\ See Cboe Rule 5.38(b)(1) and (e)(5)(B) (regarding required 
price improvement in the presence of Customer interest). See supra 
note 47 (regarding the Exchange's supposition that Cboe's C-AIM Rule 
requires price improvement of Priority Customer interest that is 
displayed).
---------------------------------------------------------------------------

    Similarly, the proposed modification to the ``initiating price,'' 
which incorporates the DBBO, would remove impediments to and perfect 
the mechanisms of a free and open market and a national market system 
and would protect investors and the public interest because, consistent 
with pre-Pillar functionality, it would ensure that the price of the 
Complex CUBE Order respects the priority of the leg markets, including 
when they contain displayed Customer interest.
    The Exchange believes that the proposal to reject Complex CUBE 
Orders that are submitted when there is not enough time for a Complex 
CUBE Auction to run the full duration of the Response Time Interval 
would remove impediments to and perfect the mechanisms of a free and 
open market and a national market system and would protect investors 
and the public interest because it would make clear that Complex CUBE 
Orders that cannot be exposed to solicit price-improving interest for 
the full Response Time Interval would not be accepted by the Exchange. 
Moreover, the proposal to modify the Response Time Interval to be a set 
duration as opposed to a random duration would align with the operation 
of the single-leg CUBE auction as well as with other options exchanges 
that include this feature.\190\
---------------------------------------------------------------------------

    \190\ See Pillar Rule 971.1NYP(c)(1)(B). See also Cboe Rule 
5.38(c)(3) (citing to the minimum auction interval of 100 
milliseconds in place on Cboe).
---------------------------------------------------------------------------

    The proposed rule change to enhance the Auction process on Pillar 
by allowing concurrent auctions, adding the associated ``AuctionID'' 
feature, and permitting Initiating Participants to designate a 
Surrender Quantity would, as discussed below, remove impediments to and 
perfect the mechanisms of a free and open market and a national market 
system for several reasons. First, the proposed changes would not only 
allow more Complex CUBE Auctions to occur on the Exchange (because of 
concurrent Auctions) but would also allow more targeted participation 
in Complex CUBE Auctions with the new AuctionID feature available for 
Complex GTX Orders. Market participants that respond to Auctions with 
Complex GTX Orders would be able to direct their trading interest to a 
specific Auction thus increasing determinism. That said, and as noted 
herein, the AuctionID functionality would be optional and a Complex GTX 
Order sent without an AuctionID would respond to the Auction that began 
closest in time to the submission of the Complex GTX Order. The 
Exchange notes that these proposed modifications and enhancements are 
substantively identical to existing Pillar functionality for single-leg 
CUBE Auctions and are also available on another options exchange.\191\
---------------------------------------------------------------------------

    \191\ See Pillar Rule 971.1NYP(c)(1)(A). See also Cboe Rule 
5.38(c)(2) (regarding ``AuctionID'' feature).
---------------------------------------------------------------------------

    The proposal to permit concurrent auctions in the same complex 
strategies for Complex CUBE Orders would benefit investors because it 
would allow more Complex CUBE Auctions to run the full duration of the 
Response Time Interval, thus affording more time and opportunity for 
the arrival of price-improving interest. The Exchange believes the 
proposal to allow concurrent Auctions should promote and foster 
competition and provide more options contracts with the opportunity for 
price improvement--including because receipt of a new Complex CUBE 
Order would no longer cause the Auction in progress to end early, which 
should benefit all market participants. Further, and as noted herein 
the Exchange permits the conduct of concurrent single-leg CUBE 
Auctions, per Pillar Rule 971.1NYP(c), and therefore this proposal 
would add internal consistency to Exchange rules. In addition, the 
proposed change is consistent with functionality offered on at least 
one competing options exchange.\192\ In addition, this proposed change 
may lead to an increase in Exchange volume and should allow the 
Exchange to better compete against other markets that already permit 
overlapping price improvement auctions for complex orders. Moreover, 
because at least one other options exchange permits concurrent auctions 
in price improvement auctions for complex orders, this proposal is not

[[Page 35286]]

new or novel functionality and would be a competitive change that may 
make the Exchange a more attractive venue for auction-related order 
flow.
---------------------------------------------------------------------------

    \192\ See Cboe Rule 5.38(c)(1) (providing for ``Concurrent C-AIM 
Auctions in Same Complex Strategies'').
---------------------------------------------------------------------------

    The proposed changes to streamline early end scenarios for Complex 
CUBE Auctions would remove impediments to and perfect the mechanisms of 
a free and open market and a national market system and would protect 
investors and the public interest because it would increase the 
opportunity for each Complex CUBE Auction to run the full length of the 
(fixed duration) Response Time Interval, which should increase 
opportunities for price improvement. In addition, this proposed change 
should promote and foster competition and provide more options 
contracts with the opportunity for price improvement, which should 
benefit all market participants.
    The proposal to provide the option of designating a Surrender 
Quantity would remove impediments to and perfect the mechanisms of a 
free and open market because it would afford more discretion and 
flexibility to the Complex Contra Order and may result in increased 
Complex CUBE Auction volume on the Exchange. Moreover, this proposed 
enhancement would align with the single-leg CUBE Auction which likewise 
allows the Initiating Participant to designate a Surrender Quantity and 
would allow the Exchange to compete on more equal footing with another 
options exchange that offers this feature in their price improvement 
auctions.\193\
---------------------------------------------------------------------------

    \193\ See Pillar Rule 971.1NYP(c)(4)(C). See also Cboe Rule 
5.38(e)(5) (regarding ``last priority'' feature).
---------------------------------------------------------------------------

    The proposed rule changes to modify the handling and operation of 
Complex GTX Orders on Pillar (e.g., that such orders will execute 
solely with the Complex CUBE Order, if at all, and then cancel) and to 
clarify that Complex GTX Orders, although not displayed or 
disseminated, are ranked and prioritized with same-priced Limit Orders 
as Priority 2--Display Orders on Pillar (consistent with Pillar Rule 
964NYP) would remove impediments to and perfect the mechanisms of a 
free and open market and a national market system and would protect 
investors and the public interest because such changes would make clear 
to market participants responding to an Auction with a Complex GTX 
Order how such interest would be prioritized and handled on Pillar, 
thus adding clarity, transparency, and internal consistency to Exchange 
rules. This proposed change would also align with the handling of GTX 
Orders in single-leg CUBE Auctions.\194\
---------------------------------------------------------------------------

    \194\ See Pillar Rule 971.1NYP(c)(1)(C)(i). The proposed 
handling of Complex GTX Orders is also consistent with the handling 
of COA GTX Orders submitted to a COA, per Pillar Rule 980NYP.
---------------------------------------------------------------------------

    The proposed rule change would remove impediments to and perfect 
the mechanisms of a free and open market and a national market system 
and would protect investors and the public interest because the 
proposed Complex CUBE Order allocation is consistent with the pre-
Pillar Complex CUBE rule except that it is modified to align with 
Pillar Rule 964NYP (as discussed in detail herein), which sets forth a 
priority model on Pillar that is consistent with the Exchange's 
Customer-centric allocation model and affords Customers priority within 
each Pillar Priority category. In addition, this alignment of Complex 
CUBE Order functionality with Pillar Rule 964NYP would add clarity, 
transparency, and internal consistency to Exchange rules to the benefit 
of investors. This proposed change would also align the allocation of 
Complex CUBE Orders with the handling of CUBE Orders in single-leg CUBE 
Auctions, per Pillar Rule 971.1NYP(c)(4)(A).
    The Exchange believes the proposed rule change is not unfairly 
discriminatory because the proposed handling of Complex CUBE Auctions 
on Pillar would be the same for similarly-situated ATP Holders. As was 
the case for pre-Pillar Auctions, all ATP Holders would continue to 
have an equal opportunity to receive the broadcast and respond with 
their best prices during the auction. The proposal to continue to 
afford Customer interest first priority within each Pillar Priority 
category is consistent with the Exchange's Customer-centric trading 
model and would benefit investors by attracting more (Customer) order 
flow to the Exchange which would result in increased liquidity.
    Overall, the Exchange believes this proposal may lead to an 
increase in Exchange volume and should allow the Exchange to better 
compete against another options market that already offers the enhanced 
functionality proposed herein.\195\ As is the case for single-leg CUBE 
Auctions on Pillar, the Exchange believes that its proposal would allow 
the Exchange to better compete for auction order flow, while providing 
an opportunity for price improvement on Complex CUBE Orders of any 
size.\196\ In addition, the proposed functionality should promote and 
foster competition and provide more options contracts with the 
opportunity for price improvement, which should benefit market 
participants.
---------------------------------------------------------------------------

    \195\ See generally Cboe Rule 5.38 (offering, in its C-AIM, 
similar enhanced features and requiring the same pricing parameters 
and price improvement over ``Priority Customers'' as are proposed 
herein).
    \196\ See generally Pillar Rule 971.1NYP (regarding single-leg 
CUBE Auctions on Pillar). See discussions, supra (detailing features 
of single-leg CUBE Auctions on Pillar that mirror the enhancements 
proposed herein).
---------------------------------------------------------------------------

Conforming Changes to Rule 900.2NY
    The proposed change to the definition of Professional Customer to 
make clear that Professional Customers are treated as Broker/Dealers 
(or non-Customers) for purposes of the Complex CUBE Auction on Pillar, 
per proposed Rule 971.2NYP would remove impediments to and perfect the 
mechanism of a free and open market and a national market system and 
would protect investors and the public interest because such changes 
would ensure consistent handling of Professional Customer interest in 
the Complex CUBE Auction prior to and after the Exchange's migration to 
Pillar. The proposed change would align Exchange rules with the rules 
of at least one other options exchange that likewise differentiates the 
treatment of Professional Customer interest from Customer interest for 
purposes of price improvement auctions for paired orders, where 
Customers (but not Professional Customers) are afforded first priority 
to trade in the auction.\197\ Further, the proposal to remove reference 
to the pre-Pillar Rules 971.1NY and 971.2NY because these rules are not 
operative on Pillar would benefit investors because it would improve 
the accuracy of, and add clarity, transparency, and internal 
consistency to, Exchange rules making them easier to navigate and 
understand.
---------------------------------------------------------------------------

    \197\ See Cboe Rule 5.38(e) (providing that ``Priority 
Customer'' interest executes first with the Agency Order submitted 
to the price improvement auction, followed by non-Priority Customer 
interest).
---------------------------------------------------------------------------

Conforming Changes to Rule 935NY
    The Exchange believes that adding a cross-reference to proposed 
Rule 971.2NYP and thus extending the exemption from the one-second 
order exposure requirement set forth in Rule 935NY to include the 
Complex CUBE Auctions on Pillar would remove impediments to and perfect 
the mechanism of a free and open market and a national market system. 
As noted herein, the proposed Complex CUBE Auctions on Pillar would 
offer features that are substantively identical to the pre-Pillar 
Complex CUBE Auction. Accordingly, the Exchange believes that it would 
promote just and equitable principles of trade to exempt from the

[[Page 35287]]

one-second order exposure requirement Complex CUBE Orders submitted on 
Pillar, per proposed Rule 971.2NYP. Like the pre-Pillar CUBE Auction, 
the proposed Complex CUBE provides ATP Holders a minimum of 100 
milliseconds to respond to Complex CUBE Orders, which should promote 
timely executions, while ensuring adequate exposure of such 
orders.\198\ Further, consistent with Rule 935NY, Commentary .01, the 
ATP Holders submitting CUBE Orders--to the existing CUBE or to Pillar 
CUBE--would do so only when there is a genuine intention to execute a 
bona fide transaction.\199\ Finally, the proposal to remove reference 
to pre-Pillar Rules 971.1NY and 971.2NY because these rules are not 
operative on Pillar, add clarity, transparency, and internal 
consistency to Exchange rules.
---------------------------------------------------------------------------

    \198\ See proposed Rule 971.2NYP(c)(1)(B) (regarding a Response 
Time Interval of no less than 100 milliseconds).
    \199\ 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'').
---------------------------------------------------------------------------

Conforming Changes to Rule 980NYP
    The proposed change to Pillar Rule 980NYP(b)(1) to include Complex 
CUBE Orders in the list of potential ECOs would remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system because it would add clarity, transparency, and internal 
consistency to Exchange rules. The proposed change to Pillar Rule 
980NYP(f) to specify that a COA Order received during a Complex CUBE 
Auction in the same complex strategy would not initiate a COA and that 
a COA in progress would end early upon the receipt of a Complex CUBE 
Order in the same complex strategy would remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because it would allow the Exchange to conduct only one auction 
process of ECOs at a time, which handling is consistent with 
functionality on at least one other options exchange.\200\ Similarly, 
the proposal to end a COA in progress early upon the receipt of a 
Complex CUBE Order would promote internal consistency a COA in progress 
will end early upon receipt of a Complex QCC Order in the same complex 
strategy per Pillar Rule 980NYP(f)(3)(E).\201\
---------------------------------------------------------------------------

    \200\ See MIAX Options User Manual, supra note 179 (stating 
that, on MIAX, ``[o]nly one complex auction whether a cPRIME or a 
Standard Complex auction may be in process for any given Strategy at 
a time'' and that MIAX will reject ``a cPRIME order in a Strategy 
that is already in a cPRIME or Standard Complex auction'').
    \201\ See Pillar Rule 980NYP; see also note 179 [sic], supra 
(regarding the Exchange's adoption, on an immediately effective 
basis, new Pillar Rule 980NYP(f)(3)(E), which specifies that a COA 
in progress ends early upon receipt of a Complex QCC Order in the 
same complex strategy).
---------------------------------------------------------------------------

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 proposed rule changes 
would support that intermarket competition by allowing the Exchange to 
offer additional functionality to its ATP Holders, thereby potentially 
attracting additional order flow to the Exchange. The Exchange does not 
believe that the proposed rule changes would impact intra-market 
competition as the proposed rule changes would be applicable to all 
similarly-situated ATP Holders and reflects the Exchange's pre-Pillar 
priority model. As noted herein, the proposed enhancements would align 
the proposed Rule with the operation of the single-leg CUBE Auction 
(per Pillar Rule 971.1NYP), which may encourage ATP Holders to utilize 
both auction mechanisms thus attracting additional liquidity to the 
Exchange.
    The Exchange notes that it operates in a highly competitive market 
in which market participants can readily direct order flow to competing 
venues who offer similar functionality. The Exchange believes this 
proposed rule change would promote fair competition among the options 
exchanges and establish more uniform functionality across the various 
price improvement auctions offered by other options exchanges. As noted 
herein, several of the proposed enhancements to the Auction--i.e., 
concurrent auctions, inclusion of an AuctionID on Request for Responses 
and the option to include an AuctionID on Complex GTX Orders, a fixed 
duration during which auction responses are submitted, and the ability 
to designate an optional Surrender Quantity--are offered on at least 
one other options exchange (e.g., Cboe) and the addition of these 
features would make the Exchange a more competitive venue for price 
improvement auctions. As discussed herein, the proposed changes to the 
CUBE BBO definition, which incorporate Pillar concepts (including 
regarding priority and the DBBO), are designed to enhance the 
Exchange's ability to compete with Cboe for complex order auction flow. 
To the extent that the proposed functionality leads to an increase in 
Exchange volume, this increase should allow the Exchange to better 
compete against other options markets that already offer similar price 
improvement mechanisms and for this reason the proposal does not create 
an undue burden on intermarket competition. By contrast, not having the 
proposed functionality places the Exchange at a competitive 
disadvantage vis-[agrave]-vis other options exchanges that offer 
similar price improvement mechanisms.
    Similarly, the proposal to treat Professional Customer interest as 
Broker/Dealer (non-Customer) interest for purposes of the proposed Rule 
would not impose any undue burden on intramarket or intermarket 
competition as use of the Complex CUBE Auction is optional. For those 
market participants that choose to utilize CUBE Auctions on Pillar, the 
proposed definition applies equally to all similarly-situated 
investors. In addition, all investors that opt to use the Complex CUBE 
Auction would be subject to the same (amended) definition--which is 
consistent with the definition that applied to pre-Pillar Rule 
971.2NY--and would also align the Exchange with at least one other 
options exchange that likewise affords priority in price improvement 
auctions to ``Priority Customers'' but not to Professional 
Customers.\202\
---------------------------------------------------------------------------

    \202\ See Cboe Rules 5.38(e)-(f) (regarding the handling of 
Priority Customer interest for purposes of priority and allocation 
in Cboe's C-AIM Auction and for inclusion on customer crossing 
orders).
---------------------------------------------------------------------------

    The Exchange does not believe that its proposed rule change will 
impose any burden on intra-market competition because any User on the 
Exchange may utilize the Complex CUBE Auction, as described in the 
proposed Rule, and all orders submitted to the Auction would be treated 
in the same manner for purposes of Rule 935NY (i.e., such orders would 
be exempt from the one-second order exposure requirement).
    In addition, the proposed change to include Complex CUBE Orders 
among the list of available Complex Orders set forth in Pillar Rule 
980NYP(b)(1) would not impose an undue burden on competition but would 
instead add clarity, transparency, and internal consistency to Exchange 
rules. Furthermore, the proposal to modify Pillar Rule 980NYP(f) to 
disallow a COA at the same time there is a Complex CUBE Auction in 
progress (or end a COA early upon receipt of a Complex CUBE Auction) 
likewise would not impose any burden on inter-market competition that 
is not necessary or appropriate in furtherance of the

[[Page 35288]]

purposes of the Act. First, this proposed change would enable the 
Exchange to compete on more equal footing with at least one other 
options exchange that likewise prevents complex trading interest from 
being subject to simultaneous auctions.\203\ Furthermore, options 
exchanges are free to adopt (if they have not already done so) 
electronic crossing mechanisms with price improvement auctions that 
similarly prevent multiple complex auction mechanisms to occur in the 
same strategy at the same time.
---------------------------------------------------------------------------

    \203\ See supra note 179 (citing to MIAX Options User Manual, 
which prohibits more than one complex auction at a time--whether in 
the same mechanism (i.e., cPRIME) or in different auction mechanisms 
(i.e., cPRIME versus MIAX's ``Standard Complex auction'').
---------------------------------------------------------------------------

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

    Pursuant to Section 19(b)(3)(A) of the Act \204\ and Rule 19b-
4(f)(6) \205\ thereunder, the Exchange has designated this proposal as 
one that effects a change that: (i) does not significantly affect the 
protection of investors or the public interest; (ii) does not impose 
any significant burden on competition; and (iii) by its terms, does not 
become operative for 30 days after the date of the filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest.\206\
---------------------------------------------------------------------------

    \204\ 15 U.S.C. 78s(b)(3)(A).
    \205\ 17 CFR 240.19b-4(f)(6).
    \206\ 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.
---------------------------------------------------------------------------

    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-2024-24 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-2024-24. 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-2024-24 and should 
be submitted on or before May 22, 2024.
---------------------------------------------------------------------------

    \207\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\207\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-09329 Filed 4-30-24; 8:45 am]
BILLING CODE 8011-01-P