Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Notice of Filing of Proposed Rule Change To Adopt Standards for the Cancellation or Adjustment of Bona Fide Error Trades, the Submission of Error Correction Transactions, and the Cancellation or Adjustment of Stock Leg Trades of Stock-Option or Stock-Future Orders, 57431-57444 [2013-22648]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 78, Number 181 (Wednesday, September 18, 2013)]
[Notices]
[Pages 57431-57444]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-22648]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70381; File No. SR-CHX-2013-16]


Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; 
Notice of Filing of Proposed Rule Change To Adopt Standards for the 
Cancellation or Adjustment of Bona Fide Error Trades, the Submission of 
Error Correction Transactions, and the Cancellation or Adjustment of 
Stock Leg Trades of Stock-Option or Stock-Future Orders

September 12, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\, and Rule 19b-4 \2\ thereunder, notice is hereby given 
that on September 4, 2013 the Chicago Stock Exchange, Inc. (``CHX'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') the proposed rule change as described in 
Items I, II and III below, which Items have been prepared by the 
Exchange. CHX has filed this proposal pursuant to Section 19(b)(2) of 
the Act.\3\ The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(2).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    CHX proposes to amend Article 20, Rule 9 to outline and clarify the 
Exchange's current requirements for the cancellation of trades based on 
Bona Fide Error and to establish new requirements for the adjustment of 
trades based on Bona Fide Error; to adopt Article 20, Rule 9A to detail 
the Exchange's current requirements for Error Correction Transactions; 
and to

[[Page 57432]]

adopt Article 20, Rule 11 to amend the Exchange's current requirements 
for the cancellation of the stock leg trade of a Stock-Option order, to 
establish new requirements for the adjustment of the stock leg trade of 
a Stock-Option order, and to allow the stock leg trade of Stock-Future 
orders to be cancelled or adjusted pursuant to proposed Rule 11.
    The text of this proposed rule change is available on the 
Exchange's Web site at (www.chx.com) and in 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 CHX included statements 
concerning the purpose of and basis for the proposed rule changes and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The CHX 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 Change

1. Purpose
    The Exchange proposes to amend Article 20, Rule 9 to outline and 
clarify the Exchange's current requirements for the cancellation of 
trades based on Bona Fide Error and to establish new requirements for 
the adjustment of trades based on Bona Fide Error; to adopt Article 20, 
Rule 9A to detail the Exchange's current requirements for Error 
Correction Transactions; and to adopt Article 20, Rule 11 to amend the 
Exchange's current requirements for the cancellation of the stock leg 
trade of a Stock-Option order, to establish new requirements for the 
adjustment of the stock leg trade of a Stock-Option order, and to allow 
the stock leg trade of Stock-Future orders to be cancelled or adjusted 
pursuant to proposed Rule 11.

Proposed Article 20, Rule 9 ``Cancellation or Adjustment of Bona Fide 
Error Trades''

    Current Article 20, Rule 9 outlines two bases for the cancellation 
of trades at the request of all parties to the trade. Specifically, 
current Article 20, Rule 9(a) provides that transactions made in 
``demonstrable error'' \4\ and cancelled by both parties may be 
unwound, subject to the approval of the Exchange. Although the Exchange 
has provided specific guidance to its Participants in the form of CHX 
Information Memorandums with respect to demonstrable error, the CHX 
rules are silent as to the specific requirements or processes involved 
in the demonstrable error trade cancellation process.\5\ In sum, the 
Exchange currently requires ``concrete, documented evidence that the 
initial trade was transacted in error or includes an erroneous term 
that requires the cancellation of the initial report.'' \6\
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    \4\ Although not currently in the CHX rules, the Exchange 
defines ``demonstrable error'' as a ``Bona Fide Error'' exactly as 
defined under the ``Order Exempting Certain Error Correction 
Transactions From Rule 611 of Regulation NMS Under the Securities 
Exchange Act of 1934.'' See Securities Exchange Act Release No. 
55884 (June 8, 2007), 72 FR 32926 (June 14, 2007). As discussed 
below, the Exchange proposes to adopt this definition as proposed 
Article 1, Rule 1(hh).
    \5\ Among other things, these CHX Information Memorandums have 
provided evidentiary standards and parameters for trade 
cancellations based on demonstrable errors.
    For instance, CHX Information Memorandum (MR-11-8) states the 
following, in pertinent part (italics added):
    Cancellation of Transactions (CHX Article 20, Rule 9)
    ``Additionally, the Department wishes to highlight the CHX rule 
requirement that trades can only be cancelled or busted based on 
mutual agreement of all parties involved if the initial trade was 
done in demonstrable error. The same factors used in making a [Bona 
Fide Error] determination apply with equal force to proposed 
cancellations under Article 20, Rule 9. Proper documentary proof 
will be required at the time of such requests in this case as well. 
While we cannot say in advance what may be considered adequate proof 
of demonstrable error, the basic standard will be concrete, 
documented evidence that the initial trade was transacted in error 
or includes an erroneous term that requires the cancellation of the 
initial report. Examples might include transcribed evidence of the 
correct trade terms versus what was entered in error (i.e., a price 
of $15.42 vs $51.42) or recorded evidence of a misconveyance of 
terms (i.e., print stock ABC vs BAC). Requests will be reviewed on a 
case-by-case basis prior to being transacted by CHX Operations 
staff.
    Finally, we note that trades may only be cancelled pursuant to 
CHX Article 20, Rule 9. The Exchange does not have the authority to 
modify or adjust the individual terms of previously reported 
transactions.''
    \6\ Id.
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    Moreover, current Article 20, Rule 9(b) outlines rules for the 
cancellation of the stock leg trade of a Stock-Option order. 
Specifically, current Article 20, Rule 9(b) provides that a trade 
representing the stock leg of a stock-option order may be cancelled at 
the request of all parties to the trade if, inter alia, market 
conditions in any of the non-Exchange markets prevent the options leg 
from executing at the price agreed upon by the parties or the options 
leg was cancelled by the exchange on which it was executed.
    Although, both current Article 20, Rule 9(a) and Rule 9(b) require 
all the parties to the trade to consent to the cancellation of the 
trade, the reasons for each cancellation are substantively different. 
Given this difference, the Exchange proposes to separate current 
Article 20, Rule 9 into two different rules. The Exchange proposes to 
detail, inter alia, the requirements for the cancellation of trades 
based on demonstrable error under proposed Rule 9 and to detail, inter 
alia, the requirements for the cancellation of the stock leg of a 
stock-option order under proposed Rule 11.\7\
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    \7\ As discussed in great detail below, the Exchange proposes to 
clarify and expand the scope of current Article 20, Rules 9(a) and 
9(b).
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    In sum, proposed Rule 9 (``Cancellation or Adjustment of Bona Fide 
Error Trades'') retains the substance of current Article 20, Rule 9(a), 
with some amendments. Under proposed Rule 9, the Exchange proposes (1) 
to explicitly outline and expand the current requirements for 
cancellations of trades based on Bona Fide Error \8\ and (2) to allow 
for adjustments of trades based on Bona Fide Error, provided that 
certain additional requirements are met.\9\
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    \8\ See supra note 4.
    \9\ The Exchange notes that proposed Article 20, Rule 9 does not 
extinguish Participants' market access obligations pursuant to Rule 
15c3-5 under the Act. See 17 CFR 240.15c3-5.
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    Specifically, proposed Rule 9(a) states that a trade executed on 
the Exchange in ``Bona Fide Error,'' as defined under proposed Article 
1, Rule 1(hh), may be cancelled or adjusted pursuant to this Rule, 
subject to the approval of the Exchange. The Exchange notes that 
proposed Rule 9 only applies to Bona Fide Error trades that were 
executed on the Exchange and, as such, orders that are routed to other 
market centers and executed at such away market centers are not within 
the purview of proposed Rule 9.\10\ Moreover, the Exchange proposes to 
define ``Bona Fide Error'' exactly as defined in the Commission's 
release granting exemptive relief for Error Correction 
Transactions.\11\ Thus, proposed Article 1, Rule 1(hh) defines ``Bona 
Fide Error'' as:
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    \10\ Although the Exchange anticipates implementing it in the 
near future, the Exchange does not currently offer order routing.
    \11\ See supra note 4.
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    (1) the inaccurate conveyance or execution of any term of an order, 
including, but not limited to, price, number of shares or other unit of 
trading; identification of the security; identification of the account 
for which securities are purchased or sold; lost or otherwise misplaced 
order tickets; or the execution of an order on the wrong side of a 
market;
    (2) the unauthorized or unintended purchase, sale, or allocation of

[[Page 57433]]

securities, or the failure to follow specific client instructions;
    (3) the incorrect entry of data into relevant systems, including 
reliance on incorrect cash positions, withdrawals, or securities 
positions reflected in an account; or
    (4) a delay, outage, or failure of a communication system used to 
transmit market data prices or to facilitate the delivery or execution 
of an order.
    The Exchange notes that it currently permits trade cancellations 
based on Bona Fide Errors of the Participant submitting the order to 
the Matching System (``executing broker Participant'') or of the 
customer of the executing broker Participant, so long as the Bona Fide 
Error can be reasonably identified and supported by the executing 
broker Participant and verified by the Exchange. Thus, the Exchange 
proposes to clarify this limitation as proposed paragraph .01 of the 
Interpretations and Policies of proposed Rule 9. Specifically, proposed 
paragraph .01 provides that proposed Rule 9 shall only apply to Bona 
Fide Errors committed by the Participant that submitted the order to 
the Matching System or the customer of the Participant that submitted 
the order to the Matching System.
    Proposed Rule 9(b) outlines the specific requirements that must be 
met by the executing broker Participant before the Exchange can 
consider a request to cancel or adjust an erroneous trade.\12\ 
Specifically, proposed paragraph (b) states that the Exchange may 
approve a request for a trade cancellation or adjustment pursuant to 
this Rule and take the corrective action(s) necessary to effectuate 
such a cancellation or adjustment, provided that the items listed 
thereunder are submitted to the Exchange, in a form prescribed by the 
Exchange,\13\ by the Participant that submitted the erroneous trade. 
Moreover, the proposed paragraph continues by stating that all of the 
requirements of the proposed paragraph must be complied with, to the 
satisfaction of the Exchange, before a trade cancellation or adjustment 
pursuant to this proposed Rule may be approved or any corrective action 
may be taken. In addition, the Exchange shall have sole discretion in 
determining whether the requirements of this Rule have been satisfied. 
Thereunder, the specific requirements are listed as proposed paragraphs 
(b)(1)-(3), which states as follows:
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    \12\ Although the Exchange currently requires, inter alia, 
documentary proof of a Bona Fide Error prior to the Exchange 
considering a trade cancellation, there are no such requirements 
stated in the current CHX rules. See supra note 5.
    \13\ Prior to proposed Rule 9, Rule 9A, and Rule 11 becoming 
operative, the Exchange will provide all Participants with specific 
instructions, through a CHX Information Memo or the like, which will 
detail the ``form prescribed by the Exchange'' contemplated by 
proposed paragraph (b).
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    (1) Timely written request. The Participant that submitted the 
erroneous trade shall submit a written request for cancellation or 
adjustment, including all information and supporting documentation 
required by this Rule, including a Trade Error Report, no later than 
4:30 p.m. CST on T+1. The Exchange will retain a copy of the written 
request, information and supporting documentation. In extraordinary 
circumstances, a cancellation or adjustment may be requested and 
effected after T+1, with the approval of an officer of the Exchange;
    (2) Bona Fide Error. The Participant that submitted the erroneous 
trade shall identify the error that is a ``Bona Fide Error,'' as 
defined under Article 1, Rule 1(hh), and the source of the Bona Fide 
Error. The Participant shall also provide supporting documentation 
showing the objective facts and circumstances concerning the Bona Fide 
Error, such as the original terms of the order or a record of the 
misconveyance of terms; and
    (3) All parties consent. The Exchange shall verify that the 
cancellation or adjustment is requested by all parties involved in the 
Bona Fide Error trade (or by an authorized agent of those parties). The 
Participant that submitted the erroneous trade shall provide supporting 
documentation evidencing this consent.
    With respect to proposed paragraph (b)(1), although not currently 
stated in the CHX rules, the T+1 time requirement is the current time 
limit required by the Exchange for cancellation of trades based on 
demonstrable error. Based on its experience, the Exchange submits that 
the T+1 time requirement (i.e., day of erroneous trade + one full 
trading day) is reasonable. The flexibility of the T+1 requirement is 
particularly necessary where the Bona Fide Error was not committed by 
the executing broker Participant, but by the customer of the executing 
broker Participant that relayed inaccurate order terms to the executing 
broker Participant. In such a case, the executing broker Participant 
would not have known, at the time the erroneous trade was executed, 
that the terms of the trade were erroneous. Thus, there would 
inevitably be some delay before the Bona Fide Error was discovered and 
the source of the error identified. Moreover, certain Bona Fide Errors 
may not be discovered until clearing submissions have been made. In 
such an instance, the T+1 requirement would be essential for Bona Fide 
Errors to surface. Furthermore, in recognizing that extraordinary 
circumstances may prevent compliance with the T+1 requirement, the 
Exchange submits that requiring approval of an officer of the Exchange 
to waive the T+1 requirement will allow the Exchange to verify that 
such extraordinary circumstances exist on a case-by-case basis and will 
consequently safeguard against the abuse of this exception.\14\
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    \14\ The Exchange anticipates that the list of eligible officers 
would include the Chief Operating Officer, Chief Regulatory Officer, 
General Counsel, and Vice President of Market Regulation.
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    With respect to proposed paragraph (b)(2), the Exchange notes that 
the supporting documentation showing the objective facts and 
circumstances concerning the Bona Fide Error may differ, depending on 
the source and nature of the Bona Fide Error. Although it is difficult, 
if not impossible, to establish a general rule as to what would 
constitute sufficient documentation,\15\ copies of verifiable 
communications (e.g., email, instant message, recorded phone lines, 
internal order ticket) will usually be required by the Exchange when 
considering a request to cancel or adjust a trade made in Bona Fide 
Error.
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    \15\ See supra note 5.
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    With respect to proposed paragraph (b)(3), the Exchange notes that 
this requirement is designed to balance the need to adequately 
ascertain the intent of all parties to an erroneous trade and to 
address the practical difficulty of an executing broker Participant 
attempting to directly verify the consent of such parties where the 
executing broker Participant received an order from an authorized agent 
of the parties to the trade and not from the parties directly. Under 
these circumstances, the Exchange submits that it is reasonable that 
the consent to cancel or adjust an erroneous trade may be given by the 
authorized agent(s) of those parties. With that said, the Exchange 
notes that under no circumstances shall the Exchange consider a request 
to cancel or adjust a Bona Fide Error trade without documentation 
verifying the intent of the parties to the erroneous trade to cancel or 
adjust the trade.
    If the executing broker Participant satisfies all of the 
requirements of proposed paragraph (b) to the satisfaction of the 
Exchange, a request to cancel a trade made in Bona Fide Error would be 
approved. However, if the executing broker Participant were to request 
a trade adjustment, the Exchange would take additional steps to

[[Page 57434]]

validate the proposed adjustment, pursuant to proposed paragraph (c).
    Proposed paragraph (c) provides that a trade adjustment shall only 
be made to the extent necessary to correct the Bona Fide Error (i.e., 
to reflect the original terms of the order). The proposed paragraph 
continues by stating that prior to approving an adjustment, the 
Exchange shall validate that the proposed adjusted trade could have 
been executed in the Matching System at the time the trade was 
initially executed, in compliance with all applicable CHX and SEC 
rules. For instance, the validation process would require the Exchange 
to ensure that the proposed adjusted trade would not have improperly 
traded-through or ahead of interest resting on the Matching System 
(``CHX Book'') or a Protected Quotation of an external market in 
violation of Rule 611 of Regulation NMS.
    Proposed paragraph (c) illustrates the benefit of a trade 
adjustment over a trade cancellation and the submission of an Error 
Correction Transaction.\16\ Assuming that a corrective trade would 
qualify as an Error Correction Transaction and be exempt from the 
trade-through prohibition of Rule 611 of Regulation NMS, such a 
corrective trade would still be subject to the state of the CHX Book as 
of the time the corrective trade was submitted. However, a validated 
trade adjustment would allow the executing broker Participant to 
preserve the timestamp of the original trade. Allowing the executing 
broker Participant to choose a trade cancellation or adjustment would 
allow for greater flexibility in determining the best course of action 
to rectify Bona Fide Errors.
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    \16\ See supra note 4.
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    Proposed paragraph (d) clarifies that if the Exchange approves a 
request for a trade cancellation or adjustment, any corrective 
action(s) necessary to effectuate the cancellation or adjustment, 
including corrective entries into the Exchange's records and/or 
corrective clearing submissions to a Qualified Clearing Agency, shall 
be taken solely by the Exchange operations personnel. This provision 
serves as a contrast to proposed paragraph (b), which places the 
responsibility for satisfying the T+1 requirement upon the executing 
broker Participant that submitted the erroneous trade.
    The following Examples 1-3 illustrate how proposed Rule 9 would be 
applied under different scenarios.
    Example 1. Assume that Broker A receives an order to buy 100,000 
shares of security XYZ at $100.10/share. Assume that the Broker A 
wishes to match that order with a contra-side order that was placed 
with Broker A earlier that day. Assume that Broker A accurately conveys 
the terms of the cross order to Broker B, which is an executing broker 
Participant. However, assume that Broker B commits a good faith input 
error as to the price of the order and thus, an erroneous trade of 
100,000 shares of security XYZ at $100.01 is executed on the 
Exchange.\17\
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    \17\ Assuming that the reference price for security XYZ is 
approximately $100.10 per share, the erroneous trade would not 
qualify for cancellation as a Clearly Erroneous Transaction because 
the erroneous price of $100.01 does not meet the 3% threshold. See 
CHX Article 20, Rule 10(c).
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    The price input error by Broker B would constitute a Bona Fide 
Error, pursuant to proposed Article 1, Rule 1(hh)(1) or (3), where the 
execution of the cross at the incorrect price is an ``inaccurate 
conveyance or execution of any term of an order, including, but not 
limited to, price'' and may also be the result of ``the incorrect entry 
of data into relevant systems.''
    Moreover, if the parties to the erroneous trade wished to cancel 
the trade, Broker B would have to comply with the requirements of 
proposed Article 20, Rule 9(b) no later than 4:30 p.m. CST on T+1 or 
after T+1 with the approval of an officer of the Exchange. 
Specifically, pursuant to proposed paragraph (b)(1), Broker B must 
submit a Trade Error Report and a brief written request to cancel the 
erroneous trade. Also, pursuant to proposed paragraph (b)(2), Broker B 
must provide a brief explanation of the input error and produce 
documentation reflecting the original terms of the order. The 
documentation requirement could be satisfied, among other ways, by 
producing the internal order ticket from Broker A showing the price of 
$100.10 or a copy of a communication from Broker A to Broker B 
indicating the correct price and a timestamp prior to the CHX timestamp 
of the erroneous trade. In addition, pursuant to proposed paragraph 
(b)(3), Broker B would have to produce documentation evidencing consent 
to cancel the erroneous trade by the parties to the trade or, since 
Broker B did not interface directly with the parties to the erroneous 
trade, consent to cancel by Broker A, as authorized agent(s) of the 
parties to the trade.
    Example 2. Assume the same as Example 1, except that the order 
price input error (i.e., $100.01, instead of $100.10) was committed by 
Broker A as an authorized agent of the parties to the erroneous trade 
and not by Broker B. Assume, therefore, that Broker B received the 
order with the incorrect price and, in turn, submitted the cross order 
to the Matching System resulting in an erroneous trade.
    In this Example, the Bona Fide Error could be subject to proposed 
Rule 9 because proposed paragraph .02 contemplates Bona Fide Errors 
committed by the ``customer of the Participant that submitted the 
erroneous trade.'' However, in requesting the trade cancellation, 
Broker B would be required to provide all of the information as 
required by proposed paragraph (b) in a manner similar to Example 1, 
except that in addition to identifying the price misconveyance and the 
source of the error as being Broker A, Broker B would have to produce 
documentation of the original terms of the order as relayed to Broker A 
from each of the parties to the erroneous trade. As a general rule, the 
documentation showing the correct order terms should be verifiable to 
an objective source. That is, if the Bona Fide Error was committed by 
the executing broker Participant, the documentation showing the correct 
terms should be from the Participant's customer. If the Bona Fide Error 
was committed by the customer of the Participant, then an internal 
order ticket or similar documentation showing the correct terms as 
related to the customer of the Participant, would suffice.
    Example 3. Assume the same as Example 2, except that the parties to 
the erroneous trade wished to adjust the trade to comport it with the 
original terms of the order (i.e., correct price of $100.10). Assume 
further that, at the time of the erroneous trade, the National Best Bid 
and Offer (``NBBO'') for security XYZ was $100.01 x $100.11 and the CHX 
Best Bid and Offer (``CHX BBO'') for security XYZ was at the NBBO. 
Assume also that the CHX best bid at $100.01 was for 100 shares and 
there are no undisplayed interests at or within the CHX BBO. In this 
case, like in Example 2, the executing broker Participant would have to 
satisfy the requirements of proposed paragraph (b).
    In addition, pursuant to proposed paragraph (c), the Exchange would 
take the additional step of validating that the adjusted trade could 
have been executed in the Matching System at the time the erroneous 
trade was initially executed, in compliance with all applicable CHX and 
SEC rules. Thus, based on the aforementioned snapshot of the NBBO and 
the CHX BBO at the time of the erroneous trade, an adjustment of the 
price of the erroneous trade from $100.01 to the correct price of 
$100.10 would have complied with SEC and CHX rules, as of the time of 
the erroneous trade. Specifically, the adjusted trade would have 
complied

[[Page 57435]]

with Rule 611 of Regulation NMS in that it would not have constituted a 
trade-through of a Protected Quotation of an external market as the 
adjusted price of $100.10 would have been within the NBBO of $100.01 x 
$100.11 at the time of the erroneous trade. Moreover, the adjusted 
trade would have complied with Article 20, Rule 8 in that the adjusted 
trade would not have improperly traded-through or ahead of interest 
resting on the CHX Book as the adjusted price of $100.10 would have 
been within the CHX BBO of $100.01 x $100.11.\18\
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    \18\ Current Article 20, Rule 8(d)(1) states that ``except for 
certain orders which shall be executed as described in Rule 8(e), 
below, an incoming order shall be matched against one or more orders 
in the Matching System, in the order of their ranking, at the price 
of each resting order, for the full amount of shares available at 
that price, or for the size of the incoming order, if smaller.''
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    As discussed above, Example 3 illustrates the primary benefit of a 
trade adjustment over a trade cancellation then corrective trade, which 
is to preserve the original timestamp of the trade. This is important 
because the NBBO and the CHX Book may have changed to the extent that a 
trade with the correct terms may no longer be executable. Even if the 
corrective trade qualifies as an Error Correction Transaction \19\ and 
is thereby able to trade-through the NBBO, if a subsequent order were 
to have posted to the CHX Book after the erroneous trade executed at a 
price that was the same as or better than the corrective trade, the 
corrective trade would nevertheless be blocked by the CHX Book.\20\ 
Trade adjustments avoid this problem by allowing the original trade to 
stand with adjustments to the trade to comport it to the original terms 
of the order, so long as the adjusted trade could be validated pursuant 
to proposed paragraph (c). Thus, the prevailing market and the state of 
the CHX Book as of the time of the adjustment become irrelevant.
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    \19\ See Securities Exchange Act Release No. 55884 (June 8, 
2007), 72 FR 32926 (June 14, 2007) (Order Exempting Certain Error 
Correction Transactions From Rule 611 of Regulation NMS Under the 
Securities Exchange Act of 1934).
    \20\ For instance, where the order posted to the CHX Book after 
the erroneous trade and the corrective trade are priced the same, a 
corrective trade that qualifies for special handling as Cross With 
Size would execute ahead of such resting orders at the same price. 
See Article 20, Rule 2(g)(1).
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    The Exchange submits that allowing such adjustments of Bona Fide 
Error trades would not harm other market participants because the 
result of an adjusted trade is identical to the original trade having 
been executed correctly. Indeed, trade adjustments ensure that parties 
to a trade are not penalized for Bona Fide Errors committed by 
authorized agent(s) or the executing broker Participant that submitted 
the erroneous trade. Furthermore, the Exchange submits that Bona Fide 
Error trade adjustments would be beneficial to the market as a whole in 
that it would prevent the excessive reporting of trades to the 
Consolidated Tape.\21\ When an erroneous trade is submitted, cancelled, 
then a corrective trade is submitted, the Consolidated Tape would 
reflect two order executions, thereby skewing the activity in that NMS 
stock. In contrast, a trade adjustment to the erroneous trade would 
result in only the original trade being reported. In addition, the 
Exchange notes that a trade adjustment would not harm other market 
participants because a trade adjustment is tantamount to the original 
trade having been made without Bona Fide Errors. That is, if the trade 
were adjusted to the correct terms, other market participants would be 
in the same position as if the trade had originally executed at the 
correct terms.
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    \21\ The Exchange does not submit that ``excessive'' reporting 
to the tape would reflect inaccurate information. Rather, the 
Exchange believes that if trades were allowed to be adjusted under 
the circumstances proposed by this proposed rule filing, the tape 
could more efficiently represent market activity (e.g., reporting 
the initial trade and an adjustment to that trade, as opposed to 
reporting the initial trade, plus a cancellation of that trade, and 
a replacement trade).
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    Finally, proposed paragraph (e) mirrors current Article 20, Rule 
9(b)(5) which provides that failure to comply with the provisions of 
this Rule shall be considered conduct inconsistent with just and 
equitable principles of trade and a violation of Article 9, Rule 2.\22\ 
As the Exchange intends for the functionality provided by proposed Rule 
9 to be utilized sparingly, the Exchange will continue its current 
market surveillance procedures to reasonably ensure that both Bona Fide 
Error trade cancellations and adjustments are properly utilized from 
both a basis and frequency perspective.
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    \22\ CHX Article 9, Rule 2 (Just and Equitable Trade Principles) 
states as follows:
     No Participant, Participant Firm or partner, officer, director 
or registered employee of a Participant Firm shall engage in conduct 
or proceeding inconsistent with just and equitable principles of 
trade. The willful violation of any provision of the Exchange Act or 
any rule or regulation thereunder shall be considered conduct or 
proceeding inconsistent with just and equitable principles of trade.
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Proposed Article 20, Rule 9A ``Error Correction Transactions''

    Proposed Rule 9A adopts requirements for Error Correction 
Transactions (``ECT''), which are currently accepted by the Exchange, 
but the requirements of which are not detailed in the CHX rules.\23\ 
The proposed language virtually mirrors key portions of the ``Order 
Exempting Certain Error Correction Transactions From Rule 611 of 
Regulation NMS Under the Securities Exchange Act of 1934'' (``ECT 
order'').\24\
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    \23\ The Exchange currently accepts ECTs, provided that, inter 
alia, the ECT is marked by a special Bone Fide Error trade indicator 
and the Participant submits a Trade Error Report to the Exchange.
    \24\ See supra note 19.
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    Specifically, proposed paragraph (a) provides that a Participant 
may submit an ECT to remedy the execution of customer orders that have 
been placed in error, provided that the following requirements are 
satisfied:
    (1) The erroneous transaction was the result of a ``Bona Fide 
Error,'' as defined under proposed Article 1, Rule 1(hh);
    (2) The Bona Fide Error is evidenced by objective facts and 
circumstances and the Participant maintains documentation of such facts 
and circumstances;
    (3) The Participant recorded the ECT in its error account;
    (4) The Participant established, maintained, and enforced written 
policies and procedures that were reasonably designed to address the 
occurrence of errors and, in the event of an error, the use and terms 
of an ECT to correct the error in compliance with this Rule; and
    (5) The Participant regularly surveiled to ascertain the 
effectiveness of its policies and procedures to address errors and 
transactions to correct errors and took prompt action to remedy 
deficiencies in such policies and procedures.
    Proposed paragraph (b) states that an ECT may execute without the 
restrictions of the trade-through prohibition of Rule 611, provided 
that the ECT is marked with a special Bona Fide Error trade 
indicator.\25\ Proposed paragraph (b) further states that this 
exemption applies only to the ECT itself and does not, for example, 
apply to any subsequent trades made by a Participant to eliminate a 
proprietary position connected with the ECT. Aside from the language 
requiring that ECTs be marked with a special trade indicator, the 
proposed language virtually mirrors language from the ECT order.
---------------------------------------------------------------------------

    \25\ See supra note 23.
---------------------------------------------------------------------------

    Similar to proposed Article 20, Rule 9(e), proposed paragraph (c) 
provides that failure to comply with the provisions of this Rule shall 
be considered conduct inconsistent with

[[Page 57436]]

just and equitable principles of trade and a violation of Article 9, 
Rule 2.\26\
---------------------------------------------------------------------------

    \26\ See supra note 22.
---------------------------------------------------------------------------

    Within the context of the proposed CHX trade cancellation and 
adjustment matrix, proposed Rule 9A addresses a few specific 
situations. First, ECTs are typically used to submit corrective trades 
after a trade based on Bona Fide Error had been cancelled or to submit 
a trade where the original order was never submitted (i.e., a ``missed 
market'' situation).\27\ ECTs can also provide a corrective remedy 
where there is a Bona Fide Error trade, as defined under proposed 
Article 1, Rule 1(hh), but a trade cancellation or adjustment pursuant 
to proposed Rule 9 is not possible, due to the fact that there is not 
unanimous consent of all parties to the trade to cancel or adjust 
(e.g., Bona Fide Error was committed by the executing broker 
Participant with respect to a single-sided order). In such a case, the 
erroneous trade would be taken into the error account of the executing 
broker Participant, as opposed to being cancelled. However, if the 
erroneous trade were cancelled as a Clearly Erroneous Transaction \28\ 
without the unanimous consent of all parties to the trade, an ECT could 
be affected without the executing broker Participant having to take the 
erroneous trade into its error account. Thus, proposed Rule 9A, read 
together with current Article 20, Rule 9 and Rule 10, contemplates a 
wide array of remedies to correct Bona Fide or Obvious Errors.
---------------------------------------------------------------------------

    \27\ The Exchange notes that ``absent a bona fide error as 
defined above, the exemption does not apply to a broker-dealer's 
mere failure to execute a not-held order in accordance with a 
customer's expectations.'' Securities Exchange Act Release No. 55884 
(June 8, 2007), 72 FR 32926, 32927 (June 14, 2007), note 14.
    \28\ See CHX Article 20, Rule 10.
---------------------------------------------------------------------------

Proposed Article 20, Rule 11 ``Cancellation or Adjustment of Stock Leg 
Trades''

    The Exchange proposes to adopt Article 20, Rule 11 (``Cancellation 
or Adjustment of Stock Leg Trades'') to expand and clarify current 
Article 20, Rule 9(b), which outlines the requirements for the 
cancellation of the stock leg of Stock-Option orders. In addition to 
adopting much of current Article 20, Rule 9(b), proposed Rule 11 
expands the circumstances under which stock leg trades may be 
cancelled, adopts new requirements to allow for the adjustment of stock 
leg trades and includes Stock-Future orders within the purview of the 
proposed Rule.
    Proposed Rule 11(a) adopts current Article 20, Rule 9(b)(6) and 
provides a general overview of the scope of the proposed Rule. 
Specifically, it states that unless otherwise expressly prohibited by 
the Exchange's rules, a trade representing the stock leg of a Stock-
Option combination order, as defined under proposed Article 1, Rule 
1(ii) or a Stock Future combination order, as defined under Article 1, 
Rule 1(jj), may be subject to cancellation or adjustment by the 
Exchange pursuant to proposed Rule 11, if the stock leg trade was 
marked by a special trade indicator when it was originally submitted to 
the Matching System.\29\ The proposed paragraph further clarifies that 
if the stock leg trade was not originally marked by a special trade 
indicator, the trade shall not be eligible for cancellation or 
adjustment, notwithstanding compliance with the other requirements of 
this Rule.
---------------------------------------------------------------------------

    \29\ Current Article 20, Rule 9(b)(6) requires ``any 
transactions cancelled pursuant to the provisions of this section 
must be identified by a special trade indicator.''
     The purpose of the special trade indicator is to mark a stock 
leg trade as being part of a Stock-Option order and consequently 
notifies the market after execution that the trade may be cancelled, 
as the trade is contingent upon the execution of non-stock legs that 
comprise the total Stock-Option combination order.
---------------------------------------------------------------------------

    Proposed Article 1, Rule 1(ii) provides a definition for ``Stock-
Option'' combination orders. Specifically, the proposed definition of 
``Stock-Option'' order simplifies current Article 20, Rule 9(b)(2) \30\ 
and provides that ``Stock-Option'' is a combination order where at 
least one component is a cross order for a stated number of units of an 
underlying or related security coupled with the purchase or sale of 
options contract(s) on the opposite side of the market representing at 
least the same number of units as the underlying or related security 
portion of the order. The Exchange submits that this simplified 
definition encompasses the hedging scenarios described in current 
Article 20, Rule 9(b)(2)(i) and (ii), as illustrated in the examples 
below.
---------------------------------------------------------------------------

    \30\ Current Article 20, Rule 9(b)(2) states as follows:
     For purposes of this Rule, a 'stock-option order' is an order 
to buy or sell a stated number of units of an underlying or a 
related security coupled with either (i) the purchase or sale of 
option contract(s) on the opposite side of the market representing 
either the same number of units of the underlying or related 
security or the number of units of the underlying security necessary 
to create a delta-neutral or delta-hedged position or (ii) the 
purchase or sale of an equal number of put and call option 
contracts, each having the same exercise price, expiration date and 
each representing the same number of units of stock as, and on the 
opposite side of the market from, the underlying or related security 
portion of the order.
---------------------------------------------------------------------------

    The Exchange notes that all cross orders marked as Qualified 
Contingent Trades (``QCTs'') \31\ received by the Matching System would 
qualify as a Stock-Option or Stock-Future order and thus be eligible 
for cancellation or adjustment pursuant to proposed Rule 11.\32\ 
However, it is important to note that not every Stock-Option or Stock-
Future order would qualify as a QCT because the definition of Stock-
Option/Stock-Future does not require the contemporaneous or near 
contemporaneous execution of the different components. Therefore, 
maintaining the distinction between QCT and Stock-Option/Stock-Future 
orders is important, in light of the fact that a stock leg trade that 
qualifies as QCT is exempt from Rule 611(a) of Regulation NMS, whereas 
a stock leg trade that is part of a Stock-Option or Stock-Future 
combination order may be cancelled or adjusted pursuant to proposed 
Rule 11.
---------------------------------------------------------------------------

    \31\ See Securities Exchange Act Release No. 54389 (August 31, 
2006), 71 FR 52829 (September 7, 2006) (``Order Granting an 
Exemption for Qualified Contingent Trades From Rule 611(a) of 
Regulation NMS Under the Securities Exchange Act of 1934''); see 
also Securities Exchange Act Release No. 57620 (April 4, 2008), 73 
FR 19271 (April 4, 2008) (``Order Modifying the Exemption for 
Qualified Contingent Trades From Rule 611(a) of Regulation NMS Under 
the Securities Exchange Act of 1934''); see also Article 1, Rule 
2(b)(2)(E).
    \32\ The QCT requirement that ``the Exempted NMS Stock 
Transaction is fully hedged (without regard to any prior existing 
position) as a result of the other component of the contingent 
trade'' is similar to the proposed requirement for Stock-Option/
Stock-Future orders that the stock leg trade be couple with 
``options contract(s) on the opposite side of the market 
representing at least the same number of units as the underlying or 
related security portion of the order.'' See CHX Article 1, Rule 
2(b)(2)(E).
---------------------------------------------------------------------------

    The following Examples 1-3 illustrate which combination orders 
would comport with the proposed definition of ``Stock-Option'' orders.
    Example 1. Assume that a combination order is presented as follows 
and the contra-parties to the stock and options legs are the same:

Buy 1,000,000 shares of XYZ
Sell 10,000 XYZ Jan 50 call options
In this Example, the stock position on the long side of the market is 
hedged on a share-by-share basis by the options position on the short 
side of the market, because the stock position represents the same 
number of units as the options position (i.e., 1,000,000 shares of XYZ 
on the long side against 10,000 XYZ call options representing 1,000,000 
shares of XYZ on the short side). Thus, this combination order is a 
``Stock-Option'' order as defined under proposed Article 1, Rule 1(ii), 
because the short side call options represent ``at least the same 
number of units as the underlying or related security portion of the 
order.''


[[Page 57437]]


    Example 2. Assume that a combination order is presented as follows 
and the contra-parties to the stock and options legs are the same:

Buy 470,000 shares of XYZ
Sell 10,000 XYZ Jan 50 call options
Assume further that the call options have a delta value of 0.47. In 
this Example, the stock position on the long side of the market is 
hedged on a share-by-share basis by the options position on the short 
side of the market, because the stock position represents fewer units 
than the options position (i.e., 470,000 shares of XYZ on the long side 
against 10,000 XYZ call options representing 1,000,000 shares of XYZ on 
the short side). Thus, this combination order is a ``Stock-Option'' 
order as defined under proposed Article 1, Rule 1(ii), because the 
short side call options represent ``at least the same number of units 
as the underlying or related security portion of the order.'' Moreover, 
this Example illustrates that a delta-neutral hedge will fall within 
the proposed definition. That is, since a delta value can never exceed 
1, a delta-neutral hedge will never result in a stock position being 
less than hedged on a share-by-share basis by the options position.
    Example 3. Assume that a combination order is presented as follows 
and the contra-parties to the stock and options legs are the same:

Buy 2,000,000 shares of XYZ
Sell 10,000 XYZ Jan 50 call options
In this Example, the stock position on the long side of the market is 
not hedged on a share-by-share basis by the options position on the 
short side of the market, because the stock position represents a 
greater number of units than the options position (i.e., 2,000,000 
shares of XYZ on the long side against 10,000 XYZ call options 
representing 1,000,000 shares of XYZ on the short side). Thus, this 
combination order is not a ``Stock-Option'' order as defined under 
proposed Article 1, Rule 1(ii), because the short side call options do 
not represent ``at least the same number of units as the underlying or 
related security portion of the order.''
    In sum, Examples 1-3 illustrate that if the long (short) stock 
position is hedged on at least a share-by-share basis by the short 
(long) options position(s), the combination order will meet the 
proposed definition of ``Stock-Option.'' Moreover, the following 
Examples 4-7 illustrate situations where there are more than one 
options positions, such as the scenario described under current Article 
20, Rule 9(b)(2)(ii) and how such multiple options positions would fit 
under the proposed definition of ``Stock-Option'' order.
    Example 4. Assume that a combination order is presented as follows 
and the contra-parties to the stock and options legs are the same:

Buy 1,000,000 shares of XYZ
Sell 10,000 XYZ Jan 50 call options
Buy 10,000 XYZ Jan 50 put options
This is an example of the type of order contemplated by current Article 
20, Rule 9(b)(2)(ii). That is, the positions in this Example 4 
represent the purchase or sale of an equal number of put and call 
option contracts (i.e., 10,000 contracts each), each having the same 
exercise price (i.e., $50.00), expiration date (i.e., January) and each 
representing the same number of units of stock as, and on the opposite 
side of the market from, the underlying or related security portion of 
the order (i.e., each option represents 1,000,000 shares on the short 
side of the market opposite of the 1,000,000 shares on the long side 
market).
    This order fits within the proposed definition of ``Stock-Option'' 
because each one of the options legs are on the opposite side of the 
market from the stock leg and each represent ``at least the same number 
of units as the underlying or related security portion of the order.''
    Example 5. Assume that a combination order is presented as follows 
and the contra-parties to the stock and options legs are the same:

Buy 1,000,000 shares of XYZ
Sell 6,000 XYZ Jan 50 call options
Buy 4,000 XYZ Jan 50 put options
This order also fits within the proposed definition of ``Stock-Option'' 
because the stock position on the long side of the market is hedged on 
a share-by-share basis by the sum of the two options position on the 
short side of the market, because the stock position represents the 
same number of units as the options position (i.e., buy 1,000,000 
shares of XYZ on the long side against sell 6,000 XYZ call options and 
buy 4,000 XYZ put options, together representing 1,000,000 shares of 
XYZ on the short side). Thus, this combination order is a ``Stock-
Option'' order as defined under proposed Article 1, Rule 1(ii), because 
the short side call and put options together represent ``at least the 
same number of units as the underlying or related security portion of 
the order.''
    Another way to visualize this trade is to break up the order into 
two separate Stock-Option orders:

------------------------------------------------------------------------
                                             Stock-Option Order 1                     i>2
------------------------------------------------------------------------
Buy 600,000 shares of XYZ.................  Buy 400,000 shares of XYZ.
Sell 6,000 XYZ Jan 50 call options........  Buy 4,000 XYZ Jan 50 put
                                             options.
------------------------------------------------------------------------

Each one of the stock leg components are hedged on a share-by-share 
basis by options contracts on the opposite side of the market 
representing exactly the same number of shares as the stock leg.
    Example 6. Assume that a combination order is presented as follows 
and the contra-parties to the stock and options legs are the same:

Buy 1,000,000 shares of XYZ
Sell 5,000 XYZ Jan 50 call options
Sell 5,000 XYZ Jan 50 put options
In this Example, the stock position and the XYZ Jan 50 put options are 
on the long side of the market, while the XYZ Jan 50 call is on the 
short side of the market. Since the proposed definition of ``Stock-
Option'' is only concerned about the stock position being hedged by 
options on the opposite side of the market, and not additional options 
positions on the same side of the market as the stock position, any 
options positions on the same side of the market as the stock position 
would be ignored. After excluding the XYZ Jan 50 put options from the 
analysis, we are left with a stock position on the long side that is 
not hedged on a share-by-share basis by the options position on the 
short side, because the stock position represents a greater number of 
units than the options position (i.e., buy 1,000,000 shares of XYZ on 
the long side against sell 5,000 XYZ call options representing 500,000 
shares of XYZ on the short side). Thus, this combination order is not a 
``Stock-Option'' order as defined under proposed Article 1, Rule 1(ii), 
because the short side call options do not represent ``at least the 
same number of units as the underlying or related security portion of 
the order.''
    Example 7. Assume the same as Example 6, except that the call 
options on the short side of the market were for 20,000 contracts 
representing 2,000,000 shares of XYZ. As in Example 6, the put options 
on the long side of the market would be ignored. We are then left with 
a stock position on the long side that is smaller than the call options 
position on the short side (i.e., buy 1,000,000 shares of XYZ on the 
long side against 20,000 XYZ call options representing 2,000,000 shares 
of XYZ on the short side). Thus, this combination order is a ``Stock-
Option'' order as defined under proposed Article 1, Rule 1(ii), because 
the short side call options represent ``at least the same number of 
units as the underlying or related security portion of the order.''

[[Page 57438]]

    With respect to the proposed definition of ``Stock-Future'' order, 
proposed Article 1, Rule 1(jj) provides that it is a combination order 
where at least one component is a cross order for a stated number of 
units of an underlying or a related security coupled with the purchase 
or sale of futures contract(s) on the opposite side of the market 
representing at least the same number of units of the underlying or 
related security portion of the order.\33\ Similar to the proposed 
definition for ``Stock-Option'' orders, this definition establishes a 
bright-line requirement for the size of the futures transaction, so as 
to prevent misuse of this proposed Rule (i.e., the use of de minimis 
amount of future contracts to allow a stock order to be subject to 
cancellation or adjustment). Given that Stock-Future orders can also be 
QCTs, the Exchange submits that making the definitions of ``Stock-
Option'' and ``Stock-Future'' orders nearly identical is appropriate.
---------------------------------------------------------------------------

    \33\ For example, a trade on the CHX in the SPDR S&P 500 ETF 
Trust (symbol SPY) may be related to a transaction in an S&P 500 
futures contract.
---------------------------------------------------------------------------

Cancellation of Stock Leg Trades

    Proposed Rule 11(b) outlines the requirements for the requests to 
cancel a stock leg trade. Specifically, paragraph (b)(1) incorporates 
and expands the first half of current Article 20, Rule 9(b)(1),\34\ and 
provides that the Exchange may approve a request to cancel a stock leg 
trade that was originally marked by a special trade indicator and take 
the corrective action(s) necessary to effectuate such a cancellation, 
provided that the following items are submitted to the Exchange, in a 
form prescribed by the Exchange, by the Participant that submitted the 
stock leg trade. It further provides that the requirements of this 
paragraph (b) must be complied with to the satisfaction of the 
Exchange, before a stock leg trade cancellation pursuant to this Rule 
may be approved or any corrective action may be taken. In addition, the 
Exchange shall have sole discretion in determining whether the 
requirements of this Rule have been satisfied. Thereunder, proposed 
subparagraphs (A)-(C) require the following:
---------------------------------------------------------------------------

    \34\ Current CHX Article 20, Rule 9(b)(1) states as follows:
     Unless otherwise expressly permitted by the Exchange's rules, a 
trade representing the execution of the stock leg of a stock-option 
order may be cancelled at the request of all Participants that are 
parties to that trade if (i) market conditions in any of the non-
Exchange market(s) prevent the execution of the option leg(s) at the 
price agreed upon by the parties to the options leg, or (ii) the 
options leg(s) is cancelled by the exchange on which it was 
executed.
---------------------------------------------------------------------------

    (A) Timely written request. The Participant that submitted the 
stock leg trade shall submit a written request for cancellation, 
including all information and supporting documentation required by this 
Rule, no later than 4:30 p.m. CST on T+1. The Exchange will retain a 
copy of the written request, information, and supporting documentation. 
In extraordinary circumstances, a cancellation may be requested and 
effected after T+1, with the approval of an officer of the Exchange;
    (B) Qualified Cancellation Basis. The Participant that submitted 
the stock leg trade shall identify the Qualified Cancellation Basis, as 
defined under proposed paragraph (b)(2). The Participant shall also 
provide and maintain supporting documentation showing the objective 
facts and circumstances supporting the Qualified Cancellation Basis; 
and
    (C) All parties consent. The Exchange shall verify that the 
cancellation is requested by all parties involved in the stock leg 
trade (or by an authorized agent of those parties). The Participant 
that submitted the stock leg trade shall provide supporting 
documentation evidencing this consent.
    Similar to proposed Rule 9(b)(1), proposed subparagraph (A) sets a 
time limit for requests to cancel a stock leg trade of a Stock-Option/
Stock-Future order. The time requirement is short enough to encourage 
quick resolution, while being long enough to accommodate unforeseen 
circumstances. Thus, similar to proposed Rule 9(b)(1), the Exchange 
will not consider any request to cancel a stock leg trade, much less 
take any corrective action to effectuate such a cancellation, until all 
of the requirements of proposed Rule 11 are satisfied.
    Similar to proposed Rule 9(b)(2), proposed subparagraph (B) 
requires the Participant that submitted the stock leg trade to identify 
the specific reason for the requested cancellation, which in the 
context of Stock-Option/Stock-Future combination orders would at least 
be one of the ``Qualified Cancellation Basis,'' as discussed in detail 
below. Moreover, like proposed Rule 9(b)(2), the Participant that 
submitted the stock leg trade is responsible for providing all 
documentation that supports the Qualified Cancellation Basis. For 
instance, if the reason for the stock leg trade cancellation is that 
the non-stock leg executed at a price other than what was originally 
agreed, the Participant that submitted the stock leg trade would have 
to produce documentation reflecting the original non-stock leg terms 
and a copy of the original order ticket that reflects the non-stock leg 
trade as actually executed.
    Similar to proposed Rule 9(b)(3), proposed subparagraph (C) 
requires the Exchange to verify that the request to cancel the stock 
leg trade is consented to by the parties to the stock leg trade or by 
an authorized agent(s) of the parties. However, the Participant that 
submitted the stock leg trade must provide the supporting documentation 
evidencing this consent to cancel (e.g., email or instant message) from 
either the parties to the trade or by an authorized agent of the 
parties.
    As referred to in proposed Rule 11(b)(1)(B) above, proposed Rule 
11(b)(2) lists the ``Qualified Cancellation Basis'' as follows:
    (A) A non-stock leg executed at a price/quantity or was adjusted to 
a price/quantity other than the price/quantity originally agreed upon 
by all of the parties to the Stock-Option or Stock-Future order;
    (B) A non-stock leg could not be executed; or
    (C) A non-stock leg was cancelled by the exchange on which it was 
executed.
    While proposed subparagraph (C) substantively mirrors current 
Article 20, Rule 9(b)(1)(ii), proposed subparagraphs (A) and (B) 
expands the permissible circumstances where a stock leg trade may be 
cancelled.
    Proposed subparagraph (A) is based on current Article 20, Rule 
9(b)(1)(i), but expands its scope. Specifically, proposed subparagraph 
(A) eliminates the overly narrow reference to ``market conditions'' and 
includes execution of the non-stock leg at a size other than what was 
originally agreed as a basis to cancellation of the stock leg. That is, 
in addition to situations where market conditions prevent the execution 
of the non-stock leg at the originally agreed price (e.g., NBBO 
changes), the proposed subparagraph (A) contemplates situations where 
the parties voluntarily adjust the terms of non-stock leg trade or 
modify the terms of the non-stock leg order prior to execution, with 
the intention of modifying the original stock leg terms. If all of the 
components are executed at the modified terms, there would be no need 
to cancel trades. However, given the latency inherent in the Stock-
Option/Stock-Future order handling and execution process,\35\ it is 
frequently the

[[Page 57439]]

case that modification instructions fail to reach the Participant that 
submitted the stock leg trade on the Exchange, prior to the stock leg 
executing at the original terms.
---------------------------------------------------------------------------

    \35\ When parties to a Stock-Option/Stock-Future order agree to 
the terms, the individual components are virtually never executed 
simultaneously, due to the fact that derivative legs and stock legs 
are executed on different venues. Thus, the order packaging process 
frequently involves numerous brokers relaying order instructions for 
component orders that are to be executed at different venues. In the 
situation where a Stock-Option order originates on the floor of an 
options exchange or a Stock-Future order originates on the floor of 
a futures exchange, the relaying of stock leg order information will 
likely go from the floor brokers to an inter-dealer broker, who in 
turn will relay the information to an executing broker Participant. 
In such a case, there will be an inherent latency in communication 
in the process.
---------------------------------------------------------------------------

    For instance, a voluntary modification of the terms of a Stock-
Option order may arise if one or more parties to the order withdrew 
from the order prior to execution of any components. In such an 
instance, the remaining parties would have to either cancel the entire 
Stock-Option order or attempt to modify the terms of the order to 
compensate for the lost parties. If the parties chose to attempt to 
modify the terms of the Stock-Option order, there may be a situation 
where the non-stock leg would execute at the modified terms, but the 
stock leg trade would execute at the original terms, before the 
modified stock leg terms were received by the Participant that 
submitted the stock leg trade. Thus, the stock leg trade would likely 
be inadequately hedged \36\ by the options position. In the worst case 
scenario, the stock leg may have traded-through a Protected Quotation 
without being ``fully hedged,'' as required by the QCT exemption.\37\ 
In such a case, the parties may wish to either adjust the stock leg 
trade, pursuant to proposed Article 20, Rule 11(c), as discussed in 
detail below, or simply cancel the original stock leg trade and replace 
the trade with a stock leg trade that is adequately hedged by the 
modified non-stock leg trade.\38\ Thus, by expanding current Article 
20, Rule 9(b)(1)(i) to include all situations where a non-stock leg 
executed at a price/quantity other than what was originally agreed, the 
communication latency issues can be effectively mitigated and market 
participants can be protected from being penalized for engaging in bona 
fide market activity.
---------------------------------------------------------------------------

    \36\ An ``inadequate'' hedge means a hedge ratio that deviates 
from what has been agreed by the parties to the Stock-Option/Stock-
Future order or a hedge that is not a ``fully hedged'' position, as 
required and defined by the QCT exemption. See supra note 31.
    \37\ See supra note 31.
    \38\ The parties may decide that it would be more desirable to 
cancel the stock leg trade, given the additional requirements that 
must be met for a trade adjustment to be approved pursuant to 
proposed Article 20, Rule 11(c), especially if the replacement stock 
leg trade would not trade-through a Protected Quotation of an 
external market.
---------------------------------------------------------------------------

    Proposed subparagraph (B) adopts a new Qualified Cancellation Basis 
where a stock leg trade may be cancelled if the non-stock leg was never 
executed. There are numerous reasons why a non-stock leg trade may not 
be executed. For instance, market conditions may block the execution of 
an options leg at the originally agreed price, and instead of executing 
at a price other than what was originally agreed, the parties may 
simply cancel the non-stock leg order. Also, one or more parties to a 
Stock-Option/Stock-Future order may decide not to participate in the 
Stock-Option order prior to any of the component orders being executed. 
In this case, instead of trying to modify the terms of the Stock-Option 
order to compensate for the lost parties, as discussed above, the 
remaining parties may decide that it would be best to cancel the entire 
order. If the parties decide to cancel the Stock-Option order, the 
cancel messages may reach the respective executing brokers in time, 
thus obviating the need to cancel trades. However, due to the inherent 
communication latency,\39\ it is frequently the case that the non-stock 
leg order is cancelled prior to execution, but the cancel message does 
not reach the Exchange prior to the stock leg being executed. In such a 
situation, it would be patently unfair to require the parties to the 
Stock-Option/Stock-Future order to maintain a stock position that is no 
longer hedged by a non-stock position, especially if the stock leg 
relied on the QCT exemption to trade-through a Protected Quotation of 
an external market.
---------------------------------------------------------------------------

    \39\ See supra note 35.
---------------------------------------------------------------------------

    Moreover, the Exchange submits that any potential abuse of proposed 
subparagraph (B) is reasonably eliminated by the requirement that all 
parties to the Stock-Option order consent to the stock leg trade 
cancellation. Thus, since no one contra-party may act unilaterally to 
cancel a trade, this would prevent any one contra-party from cancelling 
a stock leg trade where stock prices or options prices moved in favor 
of that party. It logically flows that if prices move in favor of one 
party, the prices have moved to disadvantage of the contra-party. Under 
such circumstances, the contra-party would never agree to a stock leg 
trade cancellation.
    The Exchange submits that the proposed Qualified Cancellation 
Bases, when considered as a whole, adequately address the latency 
issues that affect the Stock-Option/Stock-Future order packaging 
process. By expanding the permissible bases for cancelling stock leg 
trades, the problems arising from these latency issues can be resolved 
by allowing market participants to step away from unwanted stock 
positions when certain contingencies are not realized.

Adjustments of Stock Leg Trades

    The Exchange submits that when a non-stock leg executes at 
different terms than originally agreed or is adjusted by the exchange, 
it may be more appropriate to permit the adjustment of the stock leg 
trade to maintain the original aggregate cash flow \40\ or original 
hedge ratio of the Stock-Option or Stock-Future order that was agreed 
upon by all of the parties, as opposed to cancelling the stock leg 
trade and requiring the parties to attempt to execute the entire 
package again. So long as the adjustment is consistent with original 
intent of the parties that can be reasonably ascertained, the Exchange 
submits that allowing adjustments can prove to be a valuable tool in 
promoting order flow to the Exchange and preventing the excessive 
reporting of activity to the tape.\41\
---------------------------------------------------------------------------

    \40\ The ``original aggregate cash flow'' of a Stock-Option or 
Stock Future order is the absolute value of the difference between 
the cash flow of the proposed stock leg trade and the proposed non-
stock leg trade had the Stock-Option or Stock-Future order been 
executed as originally intended. See infra Example 8.
    \41\ See supra note 21.
---------------------------------------------------------------------------

    Proposed paragraph (c) adopts new requirements to allow for the 
adjustment of a stock leg trade that is a component of a Stock-Option/
Stock-Future order under specified circumstances. The format of 
proposed paragraph (c) is modeled on proposed paragraph (b), with 
additional substance to address the added complexity of adjusting 
trades. Similar to proposed paragraph (b)(1), proposed paragraph (c)(1) 
provides that the Exchange may approve a request to adjust a stock leg 
trade that was originally marked by a special trade indicator and take 
the corrective action(s) necessary to effectuate such an adjustment, 
provided that the following items are submitted to the Exchange, in a 
form prescribed by the Exchange, by the Participant that submitted the 
stock leg trade. It further states that the requirements of this 
proposed paragraph (c) must be complied with, to the satisfaction of 
the Exchange, before a stock leg trade adjustment pursuant to this Rule 
may be approved or any corrective action may be taken. Thereunder, 
proposed subparagraphs (A)-(D) require the following:
    (A) Timely written request. The Participant that submitted the 
stock leg trade shall submit a written request for adjustment, 
including all information and supporting documentation required by this 
Rule, no later than 4:30 p.m. CST

[[Page 57440]]

on T+1. The Exchange will retain a copy of the written request, 
information, and supporting documentation. In extraordinary 
circumstances, an adjustment may be requested and effected after T+1, 
with the approval of an officer of the Exchange;
    (B) Qualified Adjustment Basis. The Participant that submitted the 
stock leg trade shall identify the Qualified Adjustment Basis, as 
defined under proposed paragraph (c)(2). The Participant shall also 
provide and maintain supporting documentation showing the objective 
facts and circumstances supporting the Qualified Adjustment Basis;
    (C) All parties consent. The Exchange shall verify that the 
adjustment is requested by all parties involved in the stock leg trade 
(or by an authorized agent of those parties). The Participant that 
submitted the stock leg trade shall provide supporting documentation 
evidencing this consent; and
    (D) Additional Documentation. The Participant that submitted the 
stock leg trade shall submit a proposed Adjusted Stock Price or 
Adjusted Stock Quantity, as detailed under proposed paragraph (c)(3).
    Similar to proposed paragraph (b)(1)(A)-(C), proposed subparagraphs 
(c)(1)(A)-(C) establishes time, basis, consent, and documentation 
requirements for proposed stock leg trade adjustments. Proposed 
subparagraph (D) establishes an additional documentation requirement 
for proposed stock leg trade adjustments that requires the Participant 
that submitted the stock leg trade to provide certain information and 
calculations to show that the proposed adjustment are necessary and 
appropriate (i.e., Adjusted Stock Price for price adjustments and 
Adjusted Stock Quantity for quantity adjustments) and comport with the 
requirements of proposed paragraph (c)(3).
    As referred to in proposed Rule 11(c)(1)(B) above, proposed 
paragraph (c)(2) provides that a ``Qualified Adjustment Basis'' exists 
if a non-stock leg executed at a price/quantity or was adjusted to a 
price/quantity other than the price/quantity originally agreed upon by 
all of the parties to the Stock-Option or Stock-Future order. Proposed 
paragraph (c)(2) is identical to proposed paragraph (b)(2)(A). If the 
non-stock leg were to execute or be adjusted to price/quantity other 
than what was originally agreed, the parties to the stock leg trade 
would have the choice of either cancelling the stock leg trade or 
adjusting the stock leg trade to match the original aggregate cash flow 
or the original hedge ratio of the Stock-Option or Stock-Future order. 
Adjustments under such circumstances would obviate the need to cancel 
component trades that have been properly executed and would be a more 
efficient use of market resources. Moreover, adjustments would also 
have the additional benefit of avoiding excessive reporting to the 
tape.\42\
---------------------------------------------------------------------------

    \42\ Id.
---------------------------------------------------------------------------

    In order to reasonably ensure that adjustments to the stock leg 
trade are made consistently and comport to the original intent of the 
parties, a detailed methodology for determining and verifying exact 
adjusted terms is essential. To this end, proposed paragraph (c)(3) 
provides that the Participant that submitted the stock leg trade may 
request only one of the following adjustments per Stock-Option or 
Stock-Future order. Moreover, pursuant to proposed paragraph (c)(1)(D), 
the Participant shall provide the applicable information and 
calculations to the Exchange in a form prescribed by the Exchange.
    Proposed subparagraph (A) details the necessary calculations for 
Adjusted Stock Price, where a non-stock leg executed at a price or was 
adjusted to a price other than the price originally agreed upon by all 
of the parties to the Stock-Option or Stock-Future order and the 
parties wish to maintain the original aggregate cash flow of the Stock-
Option or Stock-Future order. Thereunder, subparagraphs (A)(i)-(iv) 
require the Participant that submitted the stock leg trade to submit:
    (i) the aggregate cash flow of the Stock-Option or Stock-Future 
order based on trade prices had it been fully executed at the original 
terms agreed upon by all of the parties to the Stock-Option or Stock-
Future order, prior to any component trade having been executed;
    (ii) the actual aggregate cash flow of the executed non-stock 
leg(s);
    (iii) the Comparable Stock Price (``CSP'') for the stock leg which 
would result in exactly the same aggregate cash flow as indicated under 
subparagraph (i);
    (iv) the proposed Adjusted Stock Price (``ASP'') that comports with 
the following formula:

(CSP-$0.015) <= ASP <= (CSP + $0.015)
The following Examples 8 and 9 illustrate how the requirements of 
proposed subparagraph (A) could be met.

    Example 8. Assume that the current market value for XYZ Jan 50 call 
options is $4.50/share, the call options have a delta of 0.47, and the 
current market value for security XYZ is $50.00. Assume that Floor 
Broker A and Floor Broker B agree to a Buy-Write Stock-Option 
combination order and wish to employ a delta-neutral hedge (i.e., hedge 
ratio of 0.47) against the options positions. Specifically, the parties 
agree that Floor Broker A will buy 10,000 XYZ Jan 50 calls from Floor 
Broker B for $4.50 per share and Floor Broker A will sell to Floor 
Broker B 470,000 shares of XYZ at $50.00/share. Assume that the parties 
are on the floor of an options exchange and forward the terms of the 
stock leg order to an inter-dealer broker, who then forwards the order 
to an executing broker Participant on the Exchange.
    Assume that within a few seconds of the stock order being relayed 
to the interdealer broker, market conditions prevent the execution of 
the options leg at $4.50/share (e.g., the NBBO for options contract 
changed from $4.45 x $4.55 to $4.35 x $4.40).\43\ Due to time and 
customer considerations, the parties agree to execute the options leg 
at the NBO of $4.40/share. At nearly the same time, the parties relay 
the new stock leg terms to the interdealer broker for transmission to 
the executing broker Participant. However, before the message reaches 
the Exchange Participant, the stock leg trade was already executed on 
the Exchange at the original terms of 470,000 shares of XYZ at $50.00/
share.
---------------------------------------------------------------------------

    \43\ The Exchange notes that although market conditions 
preventing the execution of the non-stock leg at a price other than 
what was originally agreed is one example of a Qualified Adjustment 
Basis, proposed Rule 11(c)(2) contemplates any situation where the 
non-stock leg executed at a price other than what was originally 
agreed, provided that the other requirements of proposed Rule 11 are 
met.
---------------------------------------------------------------------------

    The Participant that submitted the stock leg trade (i.e., the 
executing broker Participant) now wishes to adjust only the price of 
the stock leg trade to ensure that the aggregate cash flow remains the 
same as originally agreed.\44\ In addition to meeting the requirements 
of proposed paragraph (c)(1) and (c)(2), the Participant would have to 
submit the following documentation and calculations:
---------------------------------------------------------------------------

    \44\ If the executing broker Participant wished to adjust the 
quantity of the stock leg trade to maintain a delta-neutral hedge 
based on the new delta at $4.40 per share, the executing broker 
Participant would have satisfy the requirements of proposed 
subparagraph (C), which is discussed in detail below.
---------------------------------------------------------------------------

    Pursuant to proposed subparagraph (A)(i), the Participant would 
have to provide documentation to the Exchange that shows the aggregate 
cash flow for the Stock-Option order as originally agreed. 
Specifically, the Participant would have to show that the cash flow

[[Page 57441]]

for the options leg had it executed at the original terms to be 
$4,500,000 (i.e., where 10,000 contracts = 1,000,000 underlying shares; 
1,000,000 shares x $4.50/share = $4,500,000 premium to be paid by Floor 
Broker A to Floor Broker B) and the cash flow for the stock leg trade 
had it executed at the original terms to be $23,500,000 (i.e., 470,000 
shares x $50.00 per share = $23,500,000 paid by Floor Broker B to Floor 
Broker A). Thus, the total aggregate cash flow of the Stock-Option 
order had it executed at the original terms would have been $19,000,000 
(i.e., the absolute value of the difference between the cash flows for 
the options leg and the stock leg had they executed at the original 
terms);
    Pursuant to proposed subparagraph (A)(ii), the Participant would 
have to provide documentation to the Exchange that states that the 
actual aggregate cash flow for the options leg as actually executed to 
have been $4,400,000 (i.e., 10,000 contracts = 1,000,000 underlying 
shares; 1,000,000 shares x $4.40/share = $4,400,000 to be paid by Floor 
Broker A to Floor Broker B); and
    Pursuant to proposed subparagraph (A)(iii), the Participant would 
have to submit a Comparable Stock Price (``CSP'') that would result in 
exactly the same aggregate cash flow as calculated pursuant to proposed 
subparagraph (A)(i) of $19,000,000. Thus, the proposed CSP would be 
calculated pursuant to the following formula:
[GRAPHIC] [TIFF OMITTED] TN18SE13.000

Pursuant to this formula, the CSP is $49.787234 (i.e., $19,000,000-
$4,400,000)/470,000 shares).

    Moreover, the following Example 9 illustrates how proposed 
subparagraph (A)(iv) would be applied.
    Example 9. Assume the same as Example 8, except that Floor Broker A 
maintains that the Adjusted Stock Price (``ASP'') should be $49.79 by 
rounding up to the nearest cent and Floor Broker B maintains that the 
ASP should be $49.78 by rounding down to the nearest cent.\45\
---------------------------------------------------------------------------

    \45\ Given that Floor Broker A is selling the underlying stock 
and Floor Broker B is buying the underlying stock, it stands to 
reason that Floor Broker A would prefer to round the CSP to a higher 
figure and Floor Broker B would prefer to round the CSP to a lower 
figure.
---------------------------------------------------------------------------

    Proposed subparagraph (A)(iv) provides latitude in determining the 
actual ASP, by allowing the parties to reconcile rounding 
discrepancies. Thus, pursuant to proposed subparagraph (A)(iv), the 
permissible range for an ASP would be plus or minus $0.015 from 
$49.787234, which is $49.772234-$49.802234. Given this permissible 
range, an equitable remedy for the discrepancy would be for Floor 
Broker A and Floor Broker B to split the difference in CSPs and meet 
halfway at $49.785. Since the ASP of $49.785 is within the range of the 
parameters based on a CSP of $49.78 and $49.79, the agreed ASP of 
$49.785 may be accepted by the Exchange, so long as the other 
requirements of proposed Rule 11 are satisfied.\46\
---------------------------------------------------------------------------

    \46\ Although proposed subparagraph (A)(iv) allows for the ASP 
to be within a permissible range, the actual determination of the 
ASP is not at random. As shown in Example 9, the ASP that is 
submitted to the Exchange is not a random number within the 
permissible range, but rather, the arithmetic mean of two 
legitimate, yet different values.
---------------------------------------------------------------------------

    Proposed subparagraph (B) details the necessary calculations for 
Adjusted Stock Quantity, where a non-stock leg executed at a quantity 
or was adjusted to a quantity other than the quantity originally agreed 
upon by all of the parties to the Stock-Option or Stock-Future order. 
Thereunder, proposed subparagraphs (B)(i)-(iii) require the Participant 
that submitted the stock leg trade to submit:
    (i) the original hedge ratio agreed upon by all the parties to the 
Stock-Option or Stock-Future order, prior to any component trade having 
been executed;
    (ii) the proposed Expected Stock Quantity (``ESQ'') that maintains 
the original hedge ratio; and
    (iii) the proposed Adjusted Stock Quantity (``ASQ'') that comports 
with the following formula:

98.5% ESQ <= ASQ <= 101.5% ESQ

The following Example 10 illustrates how the requirements of proposed 
subparagraph (B) could be met.
    Example 10. Assume that the current market value for XYZ Jan 50 
call options is $4.50/share, the call options have a delta value of 
0.47, and the current market value for security XYZ is $50.00. Assume 
that Floor Broker C, Floor Broker D, and Floor Broker E agree to a Buy-
Write Stock-Option combination order and wish to employ a delta-neutral 
hedge (i.e., hedge ratio of 0.47) against the options position. 
Specifically, the parties agree that Floor Brokers C and D will buy 
10,000 XYZ Jan 50 calls from Floor Broker E for $4.50/share, where 
Floor Broker C will buy 7,000 contracts and Floor Broker D will buy 
3,000 contracts, and Floor Brokers C and D will sell to Floor Brokers E 
470,000 shares of XYZ at $50.00/share, where 329,000 shares are sold by 
Floor Broker C and 141,000 shares are sold by Floor Broker D. Assume 
that the parties are on the floor of an options exchange and forward 
the terms of the stock leg order to an interdealer broker, who then 
forwards the order to a executing broker Participant for execution on 
the Exchange.
    However, assume further that immediately after the parties relayed 
the terms of the original stock leg trade to the interdealer broker, 
Floor Broker D pulls out of the Stock-Option order because his customer 
cancels his order. Notwithstanding, Floor Brokers C and E wish to go 
forward with the transaction and agree to trade 7,000 contracts of XYZ 
Jan 50 call options at $4.50/share and hedge with a trade of 329,000 
shares of XYZ at $50.00. Assume then that options leg executes at 7,000 
contracts and before the adjusted terms to the stock leg quantity 
reaches the executing broker Participant, the stock leg executes at the 
original terms of 470,000 shares of XYX at $50.00 per share.
    The Participant that submitted the stock leg trade (i.e., the 
executing broker Participant) now wishes to adjust only the quantity of 
the stock leg trade to ensure that the hedge ratio remains the same as 
originally agreed. In addition to meeting the requirements of proposed 
paragraph (c)(1) and (c)(2), the Participant would have to submit the 
following documentation and calculations:
    Pursuant to proposed subparagraph (B)(i), the Participant that 
submitted the stock leg trade would have to provide documentation that 
clearly shows the original hedge ratio agreed upon by all the parties 
to the Stock-Option order. In this case, the original hedge ratio was 
0.47;
    Pursuant to proposed subparagraph (B)(ii), the Participant would 
have to provide an ESQ that maintains the original hedge ratio. Since 
the parties originally agreed to execute a delta-neutral hedge, the ESQ 
would be 329,000 shares (i.e., 7,000 contracts x 100 shares per 
contract = 700,000 shares

[[Page 57442]]

equivalent x 0.47 hedge ratio = ESQ of 329,000 shares); and
    Pursuant to proposed paragraph (B)(iii), the Participant would have 
to submit an ASQ that is within the range 98.5% of the ESQ and 101.5% 
of the ESQ of 329,000. In this Example, the parties to the trade would 
likely agree that the CSQ should be the ASQ, since the adjustment to 
the quantity of a stock leg trade resulted in an exact Round Lot 
value.\47\ Thus, the parties would likely agree to an ASQ of 329,000, 
which falls within the permissible range. Thus, the Exchange may accept 
the proposed quantity adjustment, so long as the other requirements of 
proposed Rule 11 are satisfied.
---------------------------------------------------------------------------

    \47\ If the ESQ were of a Mixed Lot quantity, the parties to the 
trade may wish to avoid a Mixed Lot stock trade, as such a trade can 
ultimately result in Odd Lot remainders. Thus, under those 
circumstances, the parties may agree to round the stock transaction 
down to the nearest Round Lot. It is important to note that the 
parties could not round up because that would result in the stock 
leg trade from not being adequately hedged by options contracts that 
represent at least the same number of shares as the stock leg, as 
required by the proposed definition of ``Stock-Option'' orders.
---------------------------------------------------------------------------

    Proposed subparagraph (C) details the necessary calculations for 
Adjusted Stock Quantity for a Stock-Option order only, where an options 
leg trade executed at a price or was adjusted to a price other than the 
price originally agreed upon by all of the parties to the Stock-Option 
order and the parties wish to maintain the original delta-based hedge 
ratio. Thereunder, proposed subparagraphs (C)(i)-(iii) require the 
Participant that submitted the stock leg trade to submit:
    (i) the delta used to calculate the size of the original stock leg 
trade (``[Delta]1'');
    (ii) the proposed delta associated with the ASP (``[Delta]2'');
    (iii) the proposed ESQ based on the following formula:

ESQ = (Original Stock Leg Quantity x [Delta]2)/[Delta]1

    (iv) the proposed ASQ that comports with the following formula:

98.5% ESQ <= ASQ <= 101.5% ESQ

This adjustment calculation contemplates situations where a change in 
the delta value of the options leg would necessitate an adjustment to 
the quantity of the stock leg trade to maintain the delta-based hedge. 
If the original hedge ratio was delta-based, this calculation would 
permit an adjustment to the stock leg trade to maintain the original 
delta-based hedge ratio.\48\ The following Examples 11 and 12 
illustrate how the requirements of proposed subparagraph (C) could be 
met.
---------------------------------------------------------------------------

    \48\ The Exchange notes that it will only permit the parties to 
a Stock-Option trade to adjust either the quantity or price of the 
stock leg trade, pursuant to proposed paragraph (c)(3), based on the 
options leg executing at or being adjusted to a price other than the 
price originally agreed upon by all of the parties to the Stock-
Option trade.
---------------------------------------------------------------------------

    Example 11. Assume the same as Example 8, except that the 
Participant that submitted the stock leg trade wished to adjust the 
quantity of the stock leg trade to maintain the original delta-neutral 
hedge, as opposed to adjusting the price of the stock leg trade to 
maintain the original aggregate cash flow. Assume that when the options 
leg executed at $4.40 per share, the corresponding delta value dropped 
from 0.47 to 0.45.\49\ In order to adjust the quantity of the stock leg 
trade to comport with the correct delta to maintain a delta-neutral 
hedge, the Participant would have to submit the following information 
to the Exchange:
---------------------------------------------------------------------------

    \49\ Depending on how values are rounded, the delta of an option 
may be more than two digits.
---------------------------------------------------------------------------

    Pursuant to proposed subparagraph (C)(i), the Participant would 
have to provide documentation evincing the delta value of the options 
contract at $4.50/share was 0.47;
    Pursuant to proposed subparagraph (C)(ii), the Participant would 
have to provide documentation evincing the delta value of the options 
contract at $4.40/share to be approximately 0.45; \50\
---------------------------------------------------------------------------

    \50\ Id.
---------------------------------------------------------------------------

    Pursuant to proposed subparagraph (C)(iii), the Participant would 
have to provide an ESQ that is the quotient of the product of the 
original stock leg quantity and the new delta and the original delta. 
In this case, the calculation would be (470,000 original shares x 0.45 
new hedge ratio)/0.47 original hedge ratio = CSQ of 450,000 shares; and
    Pursuant to proposed paragraph (C)(iv), the Participant would have 
to submit an ASQ that is within the range 98.5% of the CSQ and 101.5% 
of the ESQ, which in this Example would be 443,250 to 456,750. As noted 
above, the proposed adjusted delta is approximately 0.45.\51\ It is 
possible that the parties may utilize slightly different delta values, 
depending on the reasonable option pricing model employed and the 
rounding methodology used.\52\ If the respective delta values differ, 
then the CSQ would certainly be different. Thus, allowing the parties a 
de minimis range to reconcile such model and rounding inconsistencies 
would facilitate an agreement as to the ASQ. However, if the parties 
agree that the adjusted delta value should be exactly 0.45, then the 
CSQ would equal the ASQ at 450,000 shares.
---------------------------------------------------------------------------

    \51\ Id.
    \52\ Unlike the ASP calculation where the original and adjusted 
prices are known based on the objective pricing information 
immediately discernible by the Exchange, when a price adjustment is 
made, the corresponding delta adjustment cannot be immediately 
discerned by the Exchange. Therefore, the Exchange submits that 
adopting a rule-based range of acceptable delta values is the most 
reasonable approach.
---------------------------------------------------------------------------

    Example 12. Assume the same as Example 8, except that parties to 
the Stock-Option trade wished to employ a delta-based hedge ratio where 
the stock leg trade represented 10% more stock than required for a 
delta-neutral hedge. Thus, the parties agreed that Floor Broker A would 
buy 10,000 XYZ Jan 50 calls from Floor Broker B for $4.50 per share and 
Floor Broker A would sell to Floor Broker B 517,000 shares of XYZ at 
$50.00/share, which is 10% more shares of XYZ than needed to effect a 
delta-neutral hedge where the delta value is 0.47. However, assume that 
market conditions in the options market resulted in the options leg 
executing at $4.40 per share with a corresponding delta value of 0.45. 
In order to adjust the quantity of the stock leg trade to maintain the 
original delta-based hedge ratio, the Participant that submitted the 
stock leg trade would have to submit the following information to the 
Exchange:
    Pursuant to proposed subparagraph (C)(i), the Participant would 
have to provide documentation evincing the delta value of the options 
contract at $4.50/share was 0.47;
    Pursuant to proposed subparagraph (C)(ii), the Participant would 
have to provide documentation evincing the delta value of the options 
contract at $4.40/share to be approximately 0.45;
    Pursuant to proposed subparagraph (C)(iii), the Participant would 
have to provide an ESQ that is the quotient of the product of the 
original stock leg quantity and the new delta and the original delta. 
In this case, the calculation would be (517,000 original shares x 0.45 
new hedge ratio)/0.47 original hedge ratio = CSQ of 495,000 shares. As 
originally intended, 495,000 shares represents 10% more shares than 
required to create a delta-neutral hedge; and
    Pursuant to proposed paragraph (C)(iv), the Participant would have 
to submit an ASQ that is within the range 98.5% of the CSQ and 101.5% 
of the ESQ, which in this Example would be 487,575 to 502,425. As 
discussed in Example 11, above, this de minimis range is necessary to 
address the possibility that the parties may utilize slightly different 
delta values, depending on the reasonable option pricing model employed 
and the rounding methodology used. However, if the parties agree that 
the adjusted

[[Page 57443]]

delta value should be exactly 0.45, then the CSQ would equal the ASQ at 
495,000 shares.
    Once the ASQ or ASP has been presented to the Exchange pursuant to 
proposed paragraph (c)(3), pursuant to proposed paragraph (c)(4), the 
Exchange would ascertain that the proposed adjusted stock leg trade 
could have been executed in the Matching System at the time the trade 
was initially executed, in compliance with all applicable CHX and SEC 
rules. The proposed paragraph further provides that, if the trade 
adjustment is approved, the adjustment shall be accepted, recorded, and 
submitted to a Qualified Clearly Agency, without regard to orders 
residing in the Matching System at the time the adjustment is made. 
Proposed paragraph (c)(4) mirrors proposed Rule 9(c), which deals with 
the validation of adjustments for trades based on Bona Fide Error.
    Specifically, proposed paragraph (d)(4) is designed to reasonably 
ensure that a proposed adjusted trade would not have, inter alia, 
traded-through the CHX Book or a Protected Quotation of an external 
market in violation of Rule 611(a) of Regulation NMS. This validation 
illustrates the potential benefits of a stock leg trade adjustment, 
which is to preserve the timestamp of the original stock leg trade. 
Specifically, a trade adjustment would prevent the need to cancel the 
trade and resubmit a corrective trade and thereby prevent the 
possibility that the CHX Book would block the new stock leg trade from 
being executed, due to a better priced order, which was submitted after 
the trade cancellation, now resting on the CHX Book. Similarly, with 
respect to the NBBO, a trade adjustment would prevent the possibility 
that the NBBO would end up blocking the new stock leg trade from being 
executed.
    Moreover, as discussed above, since many Stock-Option orders are 
submitted as QCTs, the timing of the execution of the different 
components is of paramount importance.\53\ Therefore, the cancellation 
of a stock leg trade that is out-of-hedge and resubmission of a new 
corrective trade would rarely, if ever, meet QCT time requirement and 
would consequently require all components of the Stock-Option order to 
be cancelled and re-attempted. That is, a resubmitted stock leg trade 
could not be marked QCT, unless all of the components, including a good 
non-stock leg trade, were cancelled and re-executed. Therefore, trade 
adjustments have the added benefit of allowing market participants the 
ability to execute multi-component orders more efficiently.
---------------------------------------------------------------------------

    \53\ See supra note 31.
---------------------------------------------------------------------------

    Proposed paragraph (e) mirrors proposed Rule 9(d) and provides that 
if the Exchange approves a request for a stock leg trade cancellation 
or adjustment, any corrective action(s) necessary to effectuate the 
cancellation or adjustment, including, but not limited to, corrective 
entries into the Exchange's records and/or corrective clearing 
submissions to a Qualified Clearing Agency, shall be taken by Exchange 
operations personnel only. The purpose of this language is to clarify 
that the Participant's only role in the proposed trade adjustment or 
cancellation is to provide to the Exchange the required information and 
documentation as detailed under proposed Rule 11. Finally, proposed 
paragraph (f) mirrors proposed Rule 9(e) and provides that failure to 
comply with the provisions of this Rule shall be considered conduct 
inconsistent with just and equitable principles of trade and a 
violation of Article 9, Rule 2.

Implementation of Proposed Rules

    Prior to implementing proposed Article 20, Rules 9, 9A, and 11, the 
Exchange will ensure that policies and procedures are in place to allow 
Exchange operations personnel to effectively monitor and surveil the 
use of the proposed cancellations, adjustments, and submission of ECTs. 
The Exchange notes that detailed policies and procedures are already in 
place and are being followed by Exchange operations personnel for all 
proposed Rules that merely clarify and detail existing functionality 
offered by the Exchange. To the extent that the proposed Rules allow 
for new functionality, existing policies and procedures will be 
expanded and refined to cover such new functionality.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act in general,\54\ and furthers the 
objectives of Section 6(b)(5) in particular,\55\ in that it is designed 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transaction in securities, to remove impediments and perfect the 
mechanisms of a free and open market, and, in general, to protect 
investors and the public interest.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78f(b).
    \55\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Specifically, the proposed rules to permit the adjustment of Bona 
Fide Error trades furthers the objectives of the Act by allowing 
persons engaged in facilitating transactions in securities to remedy 
Bona Fide Errors without having to cancel the erroneous trade. This 
will, in turn, perfect the mechanisms of a free and open market by 
promoting efficient execution of trades and prevent the excessive 
reporting of activity to the Consolidated Tape.\56\
---------------------------------------------------------------------------

    \56\ See supra note 21.
---------------------------------------------------------------------------

    Moreover, the proposed rule change to expand situations where a 
Stock-Option or Stock-Future stock leg trade may be cancelled and to 
permit the adjustment of stock leg trades furthers the objectives of 
the Act by providing Participants the ability to better adapt to 
changes in the equities and derivatives markets. Specifically, the 
proposed rule change will allow Participants to adapt to changes to the 
options or futures leg and therefore facilitate the execution of Stock-
Option or Stock-Future combination orders in ratios as originally 
agreed by the parties to the order.
    In addition, the proposed rule change to permit the adjustment of 
the stock leg trade furthers the objectives of the Act by protecting 
investors and the public interest. From a cost standpoint, by allowing 
an adjustment to a stock leg trade, as opposed to outright cancellation 
and resubmission of a new order, Participants should realize cost-
savings via reduced order cancellation fees.\57\ The reduced fees will 
in turn protect investors by making the marketplace more accessible. 
Also, since the adjustment of a trade pursuant to the proposed rule 
changes eliminates the need for the parties to execute and report a 
replacement trade, the proposed rule should bolster the integrity and 
accuracy of the publicly disseminated trade reporting information, by 
removing duplicative trade reports. In addition, since the adjustment 
would only impact the parties to the options or futures transaction, 
the proposed amendments would not impact other Participants that submit 
orders on the Exchange. Finally, permitting the adjustment of the stock 
leg when the non-stock leg trade has been adjusted should reduce the 
credit risk to the parties involved in the transaction, by allowing 
such parties to adjust the stock leg to properly hedge the 
corresponding options or futures position and, therefore, prevent 
unwanted and/or unsustainable stock positions.
---------------------------------------------------------------------------

    \57\ Section E.8 of the Exchange's Fee Schedule details a 
formula-based Order Cancellation Fee, which assess a daily 
cancellation fee per Account Symbol, if the order cancellation ratio 
exceeds a designated threshold.

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

[[Page 57444]]

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 changes will 
incentivize market participants to utilize the services offered by the 
Exchange by affording customers better opportunities to execute complex 
combination orders. By doing so, the Exchange is promoting competition 
among the trading centers, which will promote the public interest.

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

    No written comments were either solicited or received.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 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 the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change 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:

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 Number SR- CHX-2013-16 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 Number SR-CHX-2013-16. 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 on 
official business days between the hours of 10:00 a.m. and 3:00 p.m. 
Copies of such filing also will be available for inspection and copying 
at the principal offices of CHX. 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-CHX-2013-16, and should be submitted on or before 
October 9, 2013.
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    \58\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\58\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-22648 Filed 9-17-13; 8:45 am]
BILLING CODE 8011-01-P