Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing of Proposed Rule Changes To Amend EDGX Rules To Add the Route Peg Order, 39768-39771 [2012-16402]

Download as PDF 39768 Federal Register / Vol. 77, No. 129 / Thursday, July 5, 2012 / Notices Delivery executions in securities priced at least one dollar is a reasonable method to incentivize ETP Holders that use Order Delivery to submit increased volumes in both Order Delivery and AutoEx, and ultimately to increase the revenues of the Exchange for the purpose of continuing to adequately fund its regulatory and general business functions. The Exchange believes that the proposed rebate changes will not impair its ability to carry out its regulatory responsibilities. The modifications are reasonable and equitably allocated among those ETP Holders that opt to submit orders in Order Delivery and AutoEx, and are not unfairly discriminatory because qualified ETP Holders are free to elect whether or not to send such orders to the Exchange. Based upon the information above, the Exchange believes that the adjustments to the Fee Schedule are consistent with the protection of investors and the public interest. TKELLEY on DSK3SPTVN1PROD with NOTICES Operative Date and Notice The Exchange currently intends to make the proposed modifications, which are effective on filing of this proposed rule, operative as of commencement of trading on July 2, 2012. Pursuant to Exchange Rule 16.1(c), the Exchange will ‘‘provide ETP Holders with notice of all relevant dues, fees, assessments and charges of the Exchange’’ through the issuance of a Regulatory Circular of the changes to the Fee Schedule and will post a copy of the rule filing on the Exchange’s Web site (www.nsx.com). 2. Statutory Basis The Exchange believes that the rule changes as described herein are consistent with the provisions of Section 6(b) of the Act, in general, and Section 6(b)(4) of the Act,3 in particular in that each change is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its members and other persons using the facilities of the Exchange. The changes to the rebates payable for executions in securities priced at least one dollar in Order Delivery are reasonable because they are designed to incentivize the submission of such orders as well as displayed orders of at least one dollar in AutoEx, and to generally increase order volume on the Exchange. The changes are equitably allocated and not unfairly discriminatory because all qualified ETP Holders are eligible to submit (or not submit) displayed liquidity providing orders of securities priced at least one dollar in Order Delivery and AutoEx on the Exchange. The rebate adjustments are reasonable methods to incentivize the submission of such orders. All similarly situated members are subject to the same fee structure, and access to the Exchange is offered on terms that are not unfairly discriminatory. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any inappropriate burden on competition. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 4 and subparagraph (f)(2) of Rule 19b–4 thereunder.5 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. 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 rulecomments@sec.gov. Please include File Number SR–NSX–2012–09 on the subject line. • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. VerDate Mar<15>2010 16:48 Jul 03, 2012 Jkt 226001 PO 00000 [FR Doc. 2012–16523 Filed 7–3–12; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–67290; File No. SR–EDGX– 2012–25] Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing of Proposed Rule Changes To Amend EDGX Rules To Add the Route Peg Order Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on June 26, 2012, the EDGX Exchange, Inc. (the 6 17 U.S.C. 78s(b)(3)(A)(ii). 5 17 CFR 240.19b–4(f)(2). U.S.C. 78f(b)(4). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.6 Kevin M. O’Neill, Deputy Secretary. June 28, 2012. Paper Comments 4 15 3 15 All submissions should refer to File Number SR–NSX–2012–09. 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 Web site (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 Web site 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 such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NSX– 2012–09 and should be submitted on or before July 26, 2012. Frm 00094 Fmt 4703 Sfmt 4703 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\05JYN1.SGM 05JYN1 Federal Register / Vol. 77, No. 129 / Thursday, July 5, 2012 / Notices ‘‘Exchange’’ or ‘‘EDGX’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items II and III below, which items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule changes from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Changes The Exchange proposes to amend Rule 11.5 to provide an additional order type, the Route Peg Order. In addition, the Exchange proposes to amend Rule 11.8 to describe the priority of the Route Peg Order relative to other orders on the EDGX Book. The text of the proposed rule changes are attached as Exhibit 5 3 and are available on the Exchange’s Web site at www.directedge.com, at the Exchange’s principal office, at the Public Reference Room of the Commission, and on the Commission’s Web site at www.sec.gov. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Changes In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule changes and discussed any comments it received on the proposed rule changes. The text of these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in Sections A, B and C below, of the most significant aspects of such statements. TKELLEY on DSK3SPTVN1PROD with NOTICES A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Changes Purpose The Exchange proposes to amend Rule 11.5(c) to add a new subparagraph (17) that describes a Route Peg Order. A Route Peg Order would be a nondisplayed limit order eligible for execution at the national best bid (the ‘‘NBB’’) for Route Peg Orders to buy, and at the national best offer (the ‘‘NBO’’, and together with the NBB, the ‘‘NBBO’’) for Route Peg Orders to sell, against routable orders 4 that are equal 3 The Commission notes that the Exhibit 5 is attached to the filing, but is not attached to this Notice. 4 Orders that are not designated for routing are not executable against Route Peg Orders because Users entering non-routable orders typically expect to post liquidity on EDGX or seek to execute immediately against the EDGX displayed quote or VerDate Mar<15>2010 16:48 Jul 03, 2012 Jkt 226001 to or less than the size of the Route Peg Order. Thus, the Route Peg Order would only be eligible for execution at a price that matches the NBB for buy orders, and the NBO for sell orders. The Route Peg Order would be a passive, resting order designed exclusively to provide liquidity; therefore, it would not be permitted to take liquidity. An incoming order that has been designated as eligible for routing would be able to interact with Route Peg Orders. Such an order would first be matched against orders other than Route Peg Orders in price/time priority in accordance with Rule 11.8(a)(2)(A)–(D). If any portion of the incoming order remained unexecuted, only then would such order be eligible to execute against Route Peg Orders.5 Thus, the Route Peg Order is intended only to provide liquidity in the event that a marketable order would otherwise route to another destination. As mentioned supra, Route Peg Orders would only trade with orders that are equal to or smaller in quantity than the original order quantity of the Route Peg Order. If a Route Peg Order were partially executed, it would be able to execute against orders that were larger than the remaining balance of the order, but those orders would still need to be equal to or smaller than the original order quantity of the Route Peg Order.6 The following example illustrates how this would work: Assume Member A places a Route Peg Order to buy 500 shares, and an incoming order to sell executes against the Route Peg Order at the NBB for 300 shares. That would leave Member A with a remaining balance of 200 shares to buy. Another incoming order to sell 400 shares would be eligible to execute against Member A’s balance, for 200 shares, because the size of its order would be less than the original size of Member A’s order. If, however, the incoming order were to sell 600 shares, it would not execute attempt to ferret out hidden liquidity at or within the NBBO, e.g., through an Immediate-or-Cancel Order type. By contrast, the Route Peg Order would be designed for Users to interact with other Users that seek to access liquidity at the NBBO, and that employ routable orders to access such liquidity at a range of trading venues. 5 The Exchange proposes to codify this principle in proposed new paragraph (a)(2)(E) of Rule 11.8. 6 If a Route Peg Order were partially executed, the remaining portion of the order would continue to be eligible for execution, but it would be assigned a new time priority and new timestamp after each partial execution, until either the remaining size of the order is exhausted or it is cancelled. Assigning a new timestamp after each partial execution would allow for a kind of rotating priority of execution for Users who place Route Peg Orders. The Exchange is proposing to codify this principle in Rule 11.8(a)(5) and proposed new subparagraph (a)(7) of Rule 11.8. PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 39769 against the Route Peg Order because the size of the order would be greater than the original size of Member A’s order. In that event, such order would be routed externally. It should be noted, however, that if there were another Route Peg Order on the Book, behind Member A’s order in time priority, for, say, 1,000 shares, the order to sell 600 shares would execute against that second Route Peg Order. The Exchange elected to design the System in this manner, as opposed to alternatives such as measuring incoming orders against the aggregate size of all Route Peg Orders then on the Book, in order to avoid the possibility of a single block-sized order potentially clearing all the liquidity on the Book attributable to Route Peg Orders. Route Peg Orders would be able to be entered, cancelled and cancelled/ replaced prior to and during Regular Trading Hours.7 Route Peg Orders would be eligible for execution in a given security during Regular Trading Hours, except that, even after the commencement of Regular Trading Hours, Route Peg Orders would not be eligible for execution (1) in the opening cross, and (2) until such time that regular session orders in that security could be posted to the EDGX Book.8 A Route Peg Order would not execute at a price that is inferior to a Protected Quotation,9 and would not be permitted to execute if the NBBO were locked or crossed. Any and all remaining, unexecuted Route Peg Orders would be cancelled at the conclusion of Regular Trading Hours. The Route Peg Order would provide Members with an additional means to post stable trading interest at the NBB and NBO. The purpose of the Route Peg Order is to encourage Members to further enhance the depth of liquidity at the NBBO on the Exchange. The Exchange believes that if the Route Peg Order became widely used, Members seeking to access liquidity at the NBBO would be more motivated to direct their orders to EDGX because they would have a heightened expectation of the availability of liquidity at the NBBO. In addition, a User 10 whose order 7 As defined in Rule 1.5(y). illustrate, for stocks listed on the New York Stock Exchange LLC (the ‘‘NYSE’’), regular session orders can be posted to the EDGX Book upon the dissemination by the responsible Securities Information Processor (‘‘SIP’’) of an opening print in that stock on the NYSE. Conversely, for stocks listed on, say, the NASDAQ Stock Market LLC, regular session orders can be posted to the EDGX Book upon the dissemination of the NBBO by the responsible SIP in that stock. 9 As defined in Rule 1.5(v). 10 As defined in Rule 1.5(ee). 8 To E:\FR\FM\05JYN1.SGM 05JYN1 39770 Federal Register / Vol. 77, No. 129 / Thursday, July 5, 2012 / Notices TKELLEY on DSK3SPTVN1PROD with NOTICES executed against a Route Peg Order would be able to obtain an execution at the NBB or NBO while minimizing the risk that incremental latency associated with routing the order to an away destination may result in an inferior execution. Basis The Exchange believes that the proposed rule changes are consistent with Section 6(b) of the Act 11 and further the objectives of Section 6(b)(5) of the Act,12 in that they are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanisms of a free and open market and a national market system, and, in general, to protect investors and the public interest. Moreover, the Exchange believes that the proposed rule changes are not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The benefits to investors of enhanced depth of liquidity at the NBBO in today’s market structure cannot be understated. The Route Peg Order is designed to incentivize Users to place greater liquidity at the NBBO, thereby promoting more favorable and efficient executions for the benefit of public customers. It would do so by (1) Offering liquidity providers a means to use the Exchange to post larger limit orders that are only executable at the NBBO and that do not disclose their trading interest to other market participants in advance of execution; (2) offering market participants seeking to access liquidity a greater expectation of market depth at the NBBO than may currently be the case; and (3) offering more predictable executions at the NBBO for Users by reducing the risk that incremental latency associated with routing an order to an away destination may result in an inferior execution. Thus, by providing an additional means by which market participants can be encouraged to post liquidity at the NBBO on the Exchange, which would add depth and support to the NBBO on the Exchange and mitigate the negative effects of market fragmentation, the proposed rule changes would promote just and equitable principles of trade and remove impediments to and perfect the mechanism of a free and open market and national market system. Moreover, the proposed rule changes 11 15 12 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). VerDate Mar<15>2010 16:48 Jul 03, 2012 Jkt 226001 would protect investors and the public interest by increasing the probability of an execution on the Exchange at the NBBO in the event that the order would otherwise be shipped to an external destination and potentially miss an execution at the NBBO while in transit. The Exchange believes, however, that the benefits to be derived from Route Peg Orders would only be realized if Route Peg Orders only interact with orders eligible for routing. Routable orders are typically characteristic of public customers, both retail and institutional (colloquially referred to as well as ‘‘natural’’ investors), who are concerned with executing at the best price. On the other hand, non-routable orders typically expect to post liquidity on the Book or seek to execute immediately, such as via an Immediateor-Cancel Order, against the Exchange’s best displayed bid or offer or to ferret out hidden liquidity at or inside the NBBO (colloquially referred to as well as ‘‘pinging’’). Professional traders, in particular, are more apt to submit, and often immediately cancel, ‘‘pinging’’ orders, as reflected in generally higher message-to-trade ratios. The Exchange believes this type of order behavior, while it may have its own business purposes, would not be suitable to interact with Route Peg Orders simply because Users would be reticent to post liquidity via Route Peg Orders given the uncertain, and therefore difficult to manage, exposure to executions against orders attributable to professional traders. Indeed, we believe potential liquidity providers would be more apt to provide liquidity in alternative trading systems and other non-exchange market centers where the customization and segmentation experience may be less transparent and objective. While non-routable orders would not be permitted to execute against Route Peg Orders, the Exchange does not believe that the proposed rule changes would be designed to permit unfair discrimination between customers, brokers, or dealers. First, the Exchange believes this limited exception is constructed narrowly enough, based on rational and legitimate grounds, so that the compelling policy objectives, which are wholly consistent with the Act, can be realized. Second, the Exchange is not proposing to limit the type of User that can place routable orders, or that can place Route Peg Orders. So any disadvantage resulting from the limitation to executing against routable orders would not target particular segments of market participants, per se, but rather a particular type of market behavior. Therefore, the Exchange believes that not only would the PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 proposed rule changes not be designed to permit unfair discrimination between customers, brokers, or dealers, the differentiation between routable and non-routable orders is an important element for the Route Peg Order to be able to achieve the objectives of protecting investors and the public interest and promoting just and equitable principles of trade. Finally, because the Route Peg Order would be functionally similar to the Supplemental Order that is currently offered by the NASDAQ Stock Market LLC (‘‘NASDAQ’’),13 the Route Peg Order would promote competition by enhancing EDGX’s ability to compete with NASDAQ as well as other nonexchange market centers. B. Self-Regulatory Organization’s Statement on Burden on Competition The proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Changes Received From Members, Participants, or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Changes and Timing for Commission Action Within 45 days of the date of publication of this notice or within such longer period (i) as the Commission may designate up to 45 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the selfregulatory organization consents, the Commission will: (a) By order approve or disapprove such proposed rule changes; or (b) Institute proceedings to determine whether the proposed rule changes should be 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: 13 See NASDAQ Rules 4751(f)(14), 4751(g) and 4757(a)(1)(D). E:\FR\FM\05JYN1.SGM 05JYN1 Federal Register / Vol. 77, No. 129 / Thursday, July 5, 2012 / Notices Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File No. SR–EDGX–2012–25 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. TKELLEY on DSK3SPTVN1PROD with NOTICES All submissions should refer to File No. SR–EDGX–2012–25. 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 Web site (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 Web site 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 such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR–EDGX– 2012–25 and should be submitted on or before July 26, 2012. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2012–16402 Filed 7–3–12; 8:45 am] BILLING CODE 8011–01–P 14 17 CFR 200.30–3(a)(12). VerDate Mar<15>2010 16:48 Jul 03, 2012 Jkt 226001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–67294; File No. SR–PHLX– 2012–68] Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Order Approving a Proposed Rule Change, as Modified by Amendment No. 1, To Accept Inbound Orders From NASDAQ OMX BX’s New Options Market June 28, 2012. I. Introduction On May 15, 2012, NASDAQ OMX PHLX LLC (‘‘Exchange’’ or ‘‘PHLX’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to accept inbound options orders routed by NASDAQ Options Services LLC (‘‘NOS’’) from NASDAQ OMX BX (‘‘BX’’) on a one year pilot basis in connection with the establishment of a new options market by BX. The proposed rule change was published for comment in the Federal Register on May 24, 2012.3 The Commission received no comment letters regarding the proposed rule change. This order approves the proposed rule change. II. Background PHLX Rule 985(b) prohibits the Exchange or any entity with which it is affiliated from, directly or indirectly, acquiring or maintaining an ownership interest in, or engaging in a business venture with, an Exchange member or an affiliate of an Exchange member in the absence of an effective filing under Section 19(b) of the Act.4 NOS is a registered broker-dealer that is a member of the Exchange, and currently provides to members of the Exchange optional routing services to other markets.5 NOS is owned by NASDAQ OMX Group, Inc. (‘‘NASDAQ OMX’’), which also owns three registered securities exchanges—the Exchange, BX, and the NASDAQ Stock Market LLC U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 67026 (May 18, 2012), 77 FR 31053 (‘‘Notice’’). The Commission notes that on May 17, 2012, the Exchange submitted Amendment No. 1 to the proposed rule change, to make technical amendments to Item 3.a of the Form 19b–4 and Item II of Exhibit 1. 4 15 U.S.C. 78s(b). PHLX Rule 985 also prohibits a PHLX member from being or becoming an affiliate of PHLX, or an affiliate of an entity affiliated with PHLX, in the absence of an effective filing under Section 19(b). See PHLX Rule 958(b)(1)(B). 5 See PHLX Rule 1080(m)(iii). See also Notice, supra note 3, at 31054 n.5 and accompanying text. PO 00000 1 15 2 17 Frm 00097 Fmt 4703 Sfmt 4703 39771 (‘‘NASDAQ’’).6 Thus, NOS is an affiliate of these exchanges.7 Absent an effective filing, PHLX Rule 985(b) would prohibit NOS from being a member of the Exchange. The Commission initially approved NOS’s affiliation with PHLX and its affiliated exchanges in connection with NASDAQ OMX’s acquisition of PHLX and BX,8 and NOS currently performs certain limited activities for each.9 With the current proposed rule change, the Exchange seeks approval to permit NOS to perform a new function. On May 1, 2012, BX filed a proposed rule change to establish a new BX options market (‘‘BX Options’’), which will be an electronic trading system that trades options.10 As part of its proposal, BX proposed that NOS provide BX with outbound options routing services to other markets, including its affiliate PHLX. On May 15, 2012, the Exchange filed the instant proposal to allow the Exchange to accept such options orders routed inbound by NOS from BX on a one year pilot basis subject to certain limitations and conditions.11 III. Discussion and Commission Findings After careful review, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange.12 Specifically, the 6 See Securities Exchange Act Release No. 58324 (August 7, 2008), 73 FR 46936 (August 12, 2008) (SR–BSE–2008–02; SR–BSE–2008–23; SR–BSE– 2008–25; SR–BSECC–2008–01) (order approving NASDAQ OMX’s acquisition of BX) (‘‘BX Acquisition Order’’); Securities Exchange Act Release No. 58179 (July 17, 2008), 73 FR 42874 (July 23, 2008) (SR–PHLX–2008–31) (order approving NASDAQ OMX’s acquisition of PHLX) (‘‘PHLX Acquisition Order’’). 7 See id. See also Notice, supra note 3, at 31054. 8 See PHLX Acquisition Order, supra note 6, at 42877; and BX Acquisition Order, supra note 6, at 46944. See also Securities Exchange Act Release No. 57478 (March 12, 2008), 73 FR 14521, 14532– 14533 (March 18, 2008) (SR–NASDAQ–2007–004 and SR–NASDAQ–2007–080) (initially approving NASDAQ’s affiliation with NOS in connection with the establishment of the NASDAQ Options Market (‘‘NOM’’) (‘‘NOM Approval Order’’). 9 See, e.g., PHLX Rule 1080(m) (governing order routing by PHLX); and Securities Exchange Act Release No. 65399 (September 26, 2011), 76 FR 60955 (September 30, 2011) (SR–PHLX–2011–111) (approving routing of orders by NOS inbound to PHLX from NOM) (‘‘PHLX Routing Order’’). 10 See Securities Exchange Act Release No. 66983 (May 14, 2012), 77 FR 29730 (May 18, 2012) (SR– BX–2012–030) (notice of propose rule change to adopt rules for the new BX options market) (‘‘BX Options Proposal’’) On June 26, 2012, the Commission approved the BX Options Proposal. See Securities Exchange Act Release No. 67256 (June 26, 2012) (‘‘BX Options Approval’’). 11 See Notice, supra note 3. 12 In approving this proposed rule change, the Commission has considered the proposed rule’s E:\FR\FM\05JYN1.SGM Continued 05JYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 77, Number 129 (Thursday, July 5, 2012)]
[Notices]
[Pages 39768-39771]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-16402]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67290; File No. SR-EDGX-2012-25]

Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of
Filing of Proposed Rule Changes To Amend EDGX Rules To Add the Route
Peg Order

June 28, 2012.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on June 26, 2012, the EDGX Exchange, Inc. (the

[[Page 39769]]

``Exchange'' or ``EDGX'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items II and III below, which items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule changes from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Changes

The Exchange proposes to amend Rule 11.5 to provide an additional
order type, the Route Peg Order. In addition, the Exchange proposes to
amend Rule 11.8 to describe the priority of the Route Peg Order
relative to other orders on the EDGX Book.
The text of the proposed rule changes are attached as Exhibit 5 \3\
and are available on the Exchange's Web site at www.directedge.com, at
the Exchange's principal office, at the Public Reference Room of the
Commission, and on the Commission's Web site at www.sec.gov.
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\3\ The Commission notes that the Exhibit 5 is attached to the
filing, but is not attached to this Notice.
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Changes

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

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

Purpose
The Exchange proposes to amend Rule 11.5(c) to add a new
subparagraph (17) that describes a Route Peg Order. A Route Peg Order
would be a non-displayed limit order eligible for execution at the
national best bid (the ``NBB'') for Route Peg Orders to buy, and at the
national best offer (the ``NBO'', and together with the NBB, the
``NBBO'') for Route Peg Orders to sell, against routable orders \4\
that are equal to or less than the size of the Route Peg Order. Thus,
the Route Peg Order would only be eligible for execution at a price
that matches the NBB for buy orders, and the NBO for sell orders. The
Route Peg Order would be a passive, resting order designed exclusively
to provide liquidity; therefore, it would not be permitted to take
liquidity.
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\4\ Orders that are not designated for routing are not
executable against Route Peg Orders because Users entering non-
routable orders typically expect to post liquidity on EDGX or seek
to execute immediately against the EDGX displayed quote or attempt
to ferret out hidden liquidity at or within the NBBO, e.g., through
an Immediate-or-Cancel Order type. By contrast, the Route Peg Order
would be designed for Users to interact with other Users that seek
to access liquidity at the NBBO, and that employ routable orders to
access such liquidity at a range of trading venues.
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An incoming order that has been designated as eligible for routing
would be able to interact with Route Peg Orders. Such an order would
first be matched against orders other than Route Peg Orders in price/
time priority in accordance with Rule 11.8(a)(2)(A)-(D). If any portion
of the incoming order remained unexecuted, only then would such order
be eligible to execute against Route Peg Orders.\5\ Thus, the Route Peg
Order is intended only to provide liquidity in the event that a
marketable order would otherwise route to another destination.
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\5\ The Exchange proposes to codify this principle in proposed
new paragraph (a)(2)(E) of Rule 11.8.
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As mentioned supra, Route Peg Orders would only trade with orders
that are equal to or smaller in quantity than the original order
quantity of the Route Peg Order. If a Route Peg Order were partially
executed, it would be able to execute against orders that were larger
than the remaining balance of the order, but those orders would still
need to be equal to or smaller than the original order quantity of the
Route Peg Order.\6\
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\6\ If a Route Peg Order were partially executed, the remaining
portion of the order would continue to be eligible for execution,
but it would be assigned a new time priority and new timestamp after
each partial execution, until either the remaining size of the order
is exhausted or it is cancelled. Assigning a new timestamp after
each partial execution would allow for a kind of rotating priority
of execution for Users who place Route Peg Orders. The Exchange is
proposing to codify this principle in Rule 11.8(a)(5) and proposed
new subparagraph (a)(7) of Rule 11.8.
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The following example illustrates how this would work: Assume
Member A places a Route Peg Order to buy 500 shares, and an incoming
order to sell executes against the Route Peg Order at the NBB for 300
shares. That would leave Member A with a remaining balance of 200
shares to buy. Another incoming order to sell 400 shares would be
eligible to execute against Member A's balance, for 200 shares, because
the size of its order would be less than the original size of Member
A's order. If, however, the incoming order were to sell 600 shares, it
would not execute against the Route Peg Order because the size of the
order would be greater than the original size of Member A's order. In
that event, such order would be routed externally. It should be noted,
however, that if there were another Route Peg Order on the Book, behind
Member A's order in time priority, for, say, 1,000 shares, the order to
sell 600 shares would execute against that second Route Peg Order.
The Exchange elected to design the System in this manner, as
opposed to alternatives such as measuring incoming orders against the
aggregate size of all Route Peg Orders then on the Book, in order to
avoid the possibility of a single block-sized order potentially
clearing all the liquidity on the Book attributable to Route Peg
Orders.
Route Peg Orders would be able to be entered, cancelled and
cancelled/replaced prior to and during Regular Trading Hours.\7\ Route
Peg Orders would be eligible for execution in a given security during
Regular Trading Hours, except that, even after the commencement of
Regular Trading Hours, Route Peg Orders would not be eligible for
execution (1) in the opening cross, and (2) until such time that
regular session orders in that security could be posted to the EDGX
Book.\8\ A Route Peg Order would not execute at a price that is
inferior to a Protected Quotation,\9\ and would not be permitted to
execute if the NBBO were locked or crossed. Any and all remaining,
unexecuted Route Peg Orders would be cancelled at the conclusion of
Regular Trading Hours.
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\7\ As defined in Rule 1.5(y).
\8\ To illustrate, for stocks listed on the New York Stock
Exchange LLC (the ``NYSE''), regular session orders can be posted to
the EDGX Book upon the dissemination by the responsible Securities
Information Processor (``SIP'') of an opening print in that stock on
the NYSE. Conversely, for stocks listed on, say, the NASDAQ Stock
Market LLC, regular session orders can be posted to the EDGX Book
upon the dissemination of the NBBO by the responsible SIP in that
stock.
\9\ As defined in Rule 1.5(v).
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The Route Peg Order would provide Members with an additional means
to post stable trading interest at the NBB and NBO. The purpose of the
Route Peg Order is to encourage Members to further enhance the depth of
liquidity at the NBBO on the Exchange. The Exchange believes that if
the Route Peg Order became widely used, Members seeking to access
liquidity at the NBBO would be more motivated to direct their orders to
EDGX because they would have a heightened expectation of the
availability of liquidity at the NBBO. In addition, a User \10\ whose
order

[[Page 39770]]

executed against a Route Peg Order would be able to obtain an execution
at the NBB or NBO while minimizing the risk that incremental latency
associated with routing the order to an away destination may result in
an inferior execution.
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\10\ As defined in Rule 1.5(ee).
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Basis
The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Act \11\ and further the objectives of Section
6(b)(5) of the Act,\12\ in that they are designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, and to
remove impediments to and perfect the mechanisms of a free and open
market and a national market system, and, in general, to protect
investors and the public interest. Moreover, the Exchange believes that
the proposed rule changes are not designed to permit unfair
discrimination between customers, issuers, brokers, or dealers.
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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

The benefits to investors of enhanced depth of liquidity at the
NBBO in today's market structure cannot be understated. The Route Peg
Order is designed to incentivize Users to place greater liquidity at
the NBBO, thereby promoting more favorable and efficient executions for
the benefit of public customers. It would do so by (1) Offering
liquidity providers a means to use the Exchange to post larger limit
orders that are only executable at the NBBO and that do not disclose
their trading interest to other market participants in advance of
execution; (2) offering market participants seeking to access liquidity
a greater expectation of market depth at the NBBO than may currently be
the case; and (3) offering more predictable executions at the NBBO for
Users by reducing the risk that incremental latency associated with
routing an order to an away destination may result in an inferior
execution. Thus, by providing an additional means by which market
participants can be encouraged to post liquidity at the NBBO on the
Exchange, which would add depth and support to the NBBO on the Exchange
and mitigate the negative effects of market fragmentation, the proposed
rule changes would promote just and equitable principles of trade and
remove impediments to and perfect the mechanism of a free and open
market and national market system. Moreover, the proposed rule changes
would protect investors and the public interest by increasing the
probability of an execution on the Exchange at the NBBO in the event
that the order would otherwise be shipped to an external destination
and potentially miss an execution at the NBBO while in transit.
The Exchange believes, however, that the benefits to be derived
from Route Peg Orders would only be realized if Route Peg Orders only
interact with orders eligible for routing. Routable orders are
typically characteristic of public customers, both retail and
institutional (colloquially referred to as well as ``natural''
investors), who are concerned with executing at the best price. On the
other hand, non-routable orders typically expect to post liquidity on
the Book or seek to execute immediately, such as via an Immediate-or-
Cancel Order, against the Exchange's best displayed bid or offer or to
ferret out hidden liquidity at or inside the NBBO (colloquially
referred to as well as ``pinging''). Professional traders, in
particular, are more apt to submit, and often immediately cancel,
``pinging'' orders, as reflected in generally higher message-to-trade
ratios. The Exchange believes this type of order behavior, while it may
have its own business purposes, would not be suitable to interact with
Route Peg Orders simply because Users would be reticent to post
liquidity via Route Peg Orders given the uncertain, and therefore
difficult to manage, exposure to executions against orders attributable
to professional traders. Indeed, we believe potential liquidity
providers would be more apt to provide liquidity in alternative trading
systems and other non-exchange market centers where the customization
and segmentation experience may be less transparent and objective.
While non-routable orders would not be permitted to execute against
Route Peg Orders, the Exchange does not believe that the proposed rule
changes would be designed to permit unfair discrimination between
customers, brokers, or dealers. First, the Exchange believes this
limited exception is constructed narrowly enough, based on rational and
legitimate grounds, so that the compelling policy objectives, which are
wholly consistent with the Act, can be realized. Second, the Exchange
is not proposing to limit the type of User that can place routable
orders, or that can place Route Peg Orders. So any disadvantage
resulting from the limitation to executing against routable orders
would not target particular segments of market participants, per se,
but rather a particular type of market behavior. Therefore, the
Exchange believes that not only would the proposed rule changes not be
designed to permit unfair discrimination between customers, brokers, or
dealers, the differentiation between routable and non-routable orders
is an important element for the Route Peg Order to be able to achieve
the objectives of protecting investors and the public interest and
promoting just and equitable principles of trade.
Finally, because the Route Peg Order would be functionally similar
to the Supplemental Order that is currently offered by the NASDAQ Stock
Market LLC (``NASDAQ''),\13\ the Route Peg Order would promote
competition by enhancing EDGX's ability to compete with NASDAQ as well
as other non-exchange market centers.
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\13\ See NASDAQ Rules 4751(f)(14), 4751(g) and 4757(a)(1)(D).
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B. Self-Regulatory Organization's Statement on Burden on Competition

The proposed rule change does not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act.

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

The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.

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

Within 45 days of the date of publication of this notice or within
such longer period (i) as the Commission may designate up to 45 days of
such date if it finds such longer period to be appropriate and
publishes its reasons for so finding or (ii) as to which the self-
regulatory organization consents, the Commission will:
(a) By order approve or disapprove such proposed rule changes; or
(b) Institute proceedings to determine whether the proposed rule
changes should be 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:

[[Page 39771]]

Electronic Comments

Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File No. SR-EDGX-2012-25 on the subject line.

Paper Comments

Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File No. SR-EDGX-2012-25. 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 Web site (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 Web site 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 such filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File No. SR-EDGX-2012-25 and should be
submitted on or before July 26, 2012.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-16402 Filed 7-3-12; 8:45 am]
BILLING CODE 8011-01-P

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