Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of Filing of a Proposed Rule Change to Rules 11.9 of BATS Y-Exchange, Inc., 52780-52784 [2014-21003]

Download as PDF 52780 Federal Register / Vol. 79, No. 171 / Thursday, September 4, 2014 / Notices the Act. Applicants state that the requested relief satisfies the section 6(c) standard. Applicants contend that, because the SBIC Subsidiary would be entitled to rely on section 18(k) if it were a BDC itself, there is no policy reason to deny the benefit of that exemption to the Company. Applicants’ Condition Applicants agree that any order granting the requested relief will be subject to the following condition: The Company shall not issue or sell any senior security, and the Company shall not cause or permit Monroe SBIC or any other SBIC Subsidiary to issue or sell any senior security of which the Company, Monroe SBIC or any other SBIC Subsidiary is the issuer except to the extent permitted by section 18 (as modified for BDCs by section 61) of the Act; provided that, immediately after the issuance or sale by any of the Company, Monroe SBIC or any other SBIC Subsidiary of any such senior security, the Company, individually and on a consolidated basis, shall have the asset coverage required by section 18(a) of the Act (as modified by section 61(a)). In determining whether the Company has the asset coverage on a consolidated basis required by section 18(a) of the Act (as modified by section 61(a)), any senior securities representing indebtedness of an SBIC Subsidiary if that SBIC Subsidiary has issued indebtedness that is held or guaranteed by the SBA shall not be considered senior securities and, for purposes of the definition of ‘‘asset coverage’’ in Section 18(h), shall be treated as indebtedness not represented by senior securities. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Kevin M. O’Neill, Deputy Secretary. BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION mstockstill on DSK4VPTVN1PROD with NOTICES [Release No. 34–72946; File No. SR–BYX– 2014–019] Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of Filing of a Proposed Rule Change to Rules 11.9 of BATS Y-Exchange, Inc. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. VerDate Mar<15>2010 18:14 Sep 03, 2014 Jkt 232001 I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change The Exchange filed a proposal to amend Rule 11.9 to add certain optional price sliding functionality. The text of the proposed rule change is available at the Exchange’s Web site at http://www.batstrading.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose [FR Doc. 2014–21004 Filed 9–3–14; 8:45 am] August 28, 2014. notice is hereby given that on August 26, 2014, BATS Y-Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. The Exchange currently offers various forms of sliding which, in all cases, result in the re-pricing of an order to, or ranking and/or display of an order at, a price other than an order’s limit price in order to comply with applicable securities laws and/or Exchange rules. Specifically, the Exchange currently offers price sliding to ensure compliance with Regulation NMS and Regulation SHO. Price sliding currently offered by the Exchange re-prices and displays an order upon entry and in certain cases again re-prices and redisplays an order at a more aggressive price one time if and when permissible (‘‘single display-price sliding’’), and optionally continually re-prices an order (‘‘multiple display-price sliding’’) based on changes in the national best bid (‘‘NBB’’) or national best offer (‘‘NBO’’, PO 00000 Frm 00156 Fmt 4703 Sfmt 4703 and together with the NBB, the ‘‘NBBO’’). The Exchange proposes to add another optional process, the Price Adjust process, as described below. Price Adjust in all contexts for which it is being proposed will have to be elected by a User 3 in order to be applied by the Exchange. In contrast to display-price sliding, which is based solely on Protected Quotations 4 at equities markets other than the Exchange, Price Adjust would be based on Protected Quotations at external markets and at the Exchange. If the Exchange has a Protected Quotation that an incoming order to the Exchange locks or crosses then such order executes against the resting order, or, if the incoming order is a BATS Post Only Order or Partial Post Only at Limit Order, such order would be executed in accordance with Rules 11.9(c)(6) and (c)(7), respectively, or adjusted pursuant to the Price Adjust process, as described in further detail below. Because the Exchange will route orders to external markets with locking or crossing quotations, the Exchange notes that the Price Adjust process would only be applicable to non-routable orders, including BATS Only Orders, BATS Post Only Orders and Partial Post Only at Limit Orders. In turn, because BATS Only Orders will execute against locking or crossing interest on the Exchange (including both Protected Quotations as well as any non-displayed interest), the fact that Price Adjust would be based on Protected Quotations at the Exchange is only relevant for BATS Post Only Orders and Partial Post Only at Limit Orders. With respect to price sliding offered to ensure compliance with Regulation NMS (‘‘display-price sliding’’), under the Exchange’s current rules, if, at the time of entry, a non-routable order would cross a Protected Quotation displayed by another trading center the Exchange re-prices and ranks such order at the locking price, and displays such order at one minimum price variation below the NBO for bids and above the NBB for offers. Similarly, in the event a non-routable order that, at the time of entry, would lock a Protected Quotation displayed by another trading center, the 3 As defined in BYX Rule 1.5(cc), a User is ‘‘any Member or Sponsored Participant who is authorized to obtain access to the System pursuant to Rule 11.3.’’ 4 As defined in BYX Rule 1.5(t), a ‘‘Protected Quotation’’ is ‘‘a quotation that is a Protected Bid or Protected Offer.’’ In turn, the term ‘‘Protected Bid’’ or ‘‘Protected Offer’’ means ‘‘a bid or offer in a stock that is (i) displayed by an automated trading center; (ii) disseminated pursuant to an effective national market system plan; and (iii) an automated quotation that is the best bid or best offer of a national securities exchange or association.’’ E:\FR\FM\04SEN1.SGM 04SEN1 Federal Register / Vol. 79, No. 171 / Thursday, September 4, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES Exchange ranks such order at the locking price and displays the order at one minimum price variation below the NBO for bids and above the NBB for offers. As proposed, under the Price Adjust process, an order eligible for display by the Exchange that, at the time of entry, would create a violation of Rule 610(d) of Regulation NMS by locking or crossing a Protected Quotation of an external market or the Exchange will be ranked and displayed by the System at one minimum price variation below the current NBO (for bids) or to one minimum price variation above the current NBB (for offers). Thus, in contrast to the display-price sliding process, the Price Adjust process would both rank and display an order at one minimum price variation below the current NBO or above the current NBB (rather than ranking an order at the locking price). Further, as noted above, the Price Adjust process would adjust the price of a BATS Post Only Order or Partial Post Only at Limit Order that would lock or cross an order displayed by the Exchange unless such order is permitted to remove liquidity as described in Rules 11.9(c)(6) and (c)(7), respectively, whereas the display-price sliding process would cancel an order back to the User unless it removed liquidity on entry. The Exchange also proposes to state that in the event the NBBO changes 5 such that an order subject to Price Adjust would not lock or cross a Protected Quotation, the order will receive a new timestamp, and will be displayed at the price that originally locked the NBO (for bids) or NBB (for offers) on entry. As an example of the Price Adjust process, assume the Exchange has a posted and displayed bid to buy 100 shares of a security priced at $10.10 per share and a posted and displayed offer to sell 100 shares at $10.13 per share. Assume the NBBO is $10.10 by $10.12. If the Exchange receives a non-routable bid to buy 100 shares at $10.12 per share the Exchange will rank and display the order to buy at $10.11 because displaying the bid at $10.12 would lock an external market’s Protected Offer to sell for $10.12. If the NBO then moved to $10.13, the 5 The Exchange notes that it recently filed a proposal clarifying the methodology used by the Exchange to calculate the NBBO, including the data feeds used to calculate the NBBO as well as various types of feedback that update the Exchange’s view of the NBBO, such as feedback from receipt of Intermarket Sweep Orders with a time-in-force of Day and feedback from the Exchange’s routing broker-dealer, BATS Trading, Inc. See Securities Exchange Act Release No. 72687 (July 28, 2014), 79 FR 44926 (August 1, 2014) (SR–BYX–2014–012). VerDate Mar<15>2010 18:14 Sep 03, 2014 Jkt 232001 Exchange would un-slide the bid to buy and rank and display it at its limit price of $10.12. As an example of an order executed while subject to the Price Adjust process before being un-slid by the Exchange, assume the Exchange has a posted and displayed bid to buy 100 shares of a security priced at $10.10 per share and a posted and displayed offer to sell 100 shares at $10.13 per share. Assume the NBBO is $10.10 by $10.12. If the Exchange receives a non-routable bid to buy 100 shares at $10.12 per share the Exchange will rank and display the order to buy at $10.11 because displaying the bid at $10.12 would lock an external market’s Protected Offer to sell for $10.12. Assume next that the Exchange receives an offer to sell 100 shares at $10.11. The incoming order to sell will execute at $10.11 against the resting bid to buy 100 shares (originally priced at $10.12) that has been slid pursuant to the Price Adjust process. Thus, the order executes at a full penny per share better than if it were ranked at the locking price of $10.12 (buying for $10.11 rather than $10.12 per share). Similarly, assume the Exchange has a posted and displayed bid to buy 100 shares of a security priced at $10.10 per share and a posted and displayed offer to sell 100 shares at $10.12 per share. Assume the NBBO is also $10.10 by $10.12. Assume the Exchange receives a BATS Post Only bid to buy 100 shares at $10.12 per share. The Exchange notes that under its current pricing structure, which pays a rebate to orders that remove liquidity and charges a fee to orders that add liquidity, the incoming bid to buy at $10.12 would remove liquidity pursuant to Rule 11.9(c)(6). However, if the Exchange has a different pricing structure that does not allow the incoming BATS Post Only Order to remove liquidity then the Exchange will rank and display the order to buy at $10.11 because displaying the bid at $10.12 would lock the Exchange’s Protected Offer to sell for $10.12. If the NBO, including the Exchange’s best offer, then moved to $10.13, the Exchange would un-slide the bid to buy and rank and display it at its limit price of $10.12. The Exchange also proposes to state that all orders that are re-ranked and redisplayed pursuant to Price Adjust will retain their priority as compared to other orders subject to Price Adjust based upon the time such orders were initially received by the Exchange. Further, as proposed, following the initial ranking and display of an order subject to Price Adjust, an order will only be re-ranked and re-displayed to PO 00000 Frm 00157 Fmt 4703 Sfmt 4703 52781 the extent it achieves a more aggressive price. In order to offer multiple price sliding to Exchange Users that select Price Adjust, the Exchange proposes to make clear that the ranked and displayed prices of an order subject to Price Adjust may be adjusted once or multiple times depending upon the instructions of a User and changes to the prevailing NBBO. As is true for display-price sliding, multiple price sliding pursuant to Price Adjust would be optional and would have to be explicitly selected by a User before it will be applied. Orders subject to multiple price sliding for Price Adjust will be permitted to move all the way back to their most aggressive price, whereas orders subject to Price Adjust may not be adjusted to their most aggressive price, depending upon market conditions and the limit price of the order upon entry. As an example of multiple price sliding for Price Adjust assume the Exchange has a posted and displayed bid to buy 100 shares of a security priced at $10.10 per share and a posted and displayed offer to sell 100 shares at $10.14 per share. Assume the NBBO is $10.10 by $10.12. If the Exchange receives a non-routable bid to buy 100 shares at $10.13 per share, the Exchange would rank and display the order to buy at $10.11 because displaying the bid at $10.13 would cross an external market’s Protected Offer to sell for $10.12. If the NBO then moved to $10.13, the Exchange would un-slide the bid to buy and rank and display it at $10.12. Under the proposed single Price Adjust functionality, the Exchange would not further adjust the ranked or displayed price following this un-slide. However, under multiple price sliding for Price Adjust if the NBO then moved to $10.14, the Exchange would un-slide the bid to buy and rank and display it at its full limit price of $10.13. The Exchange currently offers display-price sliding functionality to avoid locking or crossing other markets’ Protected Quotations, but does not price slide to avoid executions on the Exchange’s order book (‘‘BATS Book’’). Specifically, when the Exchange receives an incoming order that could execute against resting displayed liquidity but an execution does not occur because such incoming order is designated as an order that will not remove liquidity (i.e., a BATS Post Only Order),6 then the Exchange will cancel 6 The Exchange again notes that BATS Post Only Orders are permitted to remove liquidity from the BATS Book if the value of price improvement associated with such execution equals or exceeds the sum of fees charged for such execution and the E:\FR\FM\04SEN1.SGM Continued 04SEN1 mstockstill on DSK4VPTVN1PROD with NOTICES 52782 Federal Register / Vol. 79, No. 171 / Thursday, September 4, 2014 / Notices the incoming order. As noted above, the Exchange proposes to make clear in the description of Price Adjust that any display-eligible BATS Post Only Order that locks or crosses a Protected Quotation displayed by the Exchange upon entry will be executed as set forth in Rule 11.9(c)(6) or adjusted pursuant to the Price Adjust process. Similarly, the Exchange proposes to make clear that any display-eligible Partial Post Only at Limit Order that locks or crosses a Protected Quotation displayed by the Exchange upon entry will be executed as set forth in Rule 11.9(c)(7) or adjusted pursuant to the Price Adjust process. The Exchange reiterates that in contrast to the proposed operation of Price Adjust, the existing display-price sliding process would instead cancel BATS Post Only orders and BATS Partial Post Only at Limit orders that would lock or cross a Protected Quotation displayed by the Exchange to the extent such orders are not executed on entry. The Exchange currently applies display-price sliding to Non-Displayed Orders that cross Protected Quotations of external markets. The Exchange proposes language that makes clear that this functionality will apply to all orders for which a User has selected either display-price sliding or Price Adjust. The proposed rule states that Non-Displayed Orders that are subject to display-price sliding or Price Adjust are ranked at the locking price on entry. The proposed description also makes clear that price sliding for NonDisplayed Orders is functionally equivalent to the handling of displayable orders except that such orders will not have a displayed price and will not be re-priced again unless such orders cross a Protected Quotation of an external market (i.e., such orders are not un-slid). Other than updating the language of the rule to reflect that NonDisplayed Orders for which a User has selected Price Adjust will be handled in the same way as orders subject to display-price sliding, the Exchange is not proposing to change its handling of Non-Displayed Orders. As an example of the Exchange’s handling of Non-Displayed Orders in the context of Price Adjust, assume the Exchange has a posted and displayed bid to buy 100 shares of a security priced at $10.10 per share and a posted value of any rebate that would be provided if the order posted to the BATS Book and subsequently provided liquidity. See Rule 11.9(c)(6). Similarly, Partial Post Only at Limit Orders are permitted to remove price improving liquidity as well as a Userselected percentage of the remaining order at the limit price if, following such removal, the order can post at its limit price. See Rule 11.9(c)(7). VerDate Mar<15>2010 18:14 Sep 03, 2014 Jkt 232001 and displayed offer to sell 100 shares at $10.13 per share. Assume the NBBO is $10.10 by $10.11. If the Exchange receives a Non-Displayed Order bid to buy 100 shares at $10.12 per share, the Exchange would re-price the order to a $10.11 bid to buy to avoid potentially trading through the $10.11 offer displayed as the NBO (i.e., to ensure the Exchange will not allow the bid to trade at $10.12 per share). In the event the NBBO moved to $10.09 by $10.10, the Exchange would re-price the NonDisplayed bid to buy 100 shares to $10.10 per share. If the NBBO then moved to $10.10 by $10.11, the NonDisplayed bid would not be re-priced to $10.11, but would remain on the Exchange’s order book at $10.10. This proposed handling is identical to handling of a Non-Displayed Order for which a User has selected display-price sliding. The Exchange also proposes that in the event the NBBO changes such that display eligible orders subject to display-price sliding and Price Adjust would not lock or cross a Protected Quotation and are eligible to be displayed at a more aggressive price, the System will first display all orders subject to display-price sliding at their ranked price followed by orders subject to Price Adjust, which will be re-ranked and re-displayed as set forth above. The Exchange believes it is reasonable to unslide orders subject to display-price sliding before it un-slides orders subject to Price Adjust because Price Adjust is a less aggressive form of price sliding than display-price sliding, in that an order submitted by a User that elects Price Adjust will be displayed and ranked at the same price rather than ranked at the locking price and displayed at a less aggressive price. The Exchange also proposes to make clear that if a User elects to apply Price Adjust to an order submitted to the Exchange, price sliding will apply short sale price sliding in connection with the handling of the order by the Exchange. The Exchange does not propose to modify its short sale price sliding functionality. 2. Statutory Basis The Exchange believes that the proposed rule changes are consistent with Section 6(b) of the Securities Exchange Act of 1934 (the ‘‘Act’’)7 and further the objectives of Section 6(b)(5) of the Act8 because they are designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and, in general, to protect investors and the public interest. The proposed rule change also is designed to support the principles of Section 11A(a)(1) 9 of the Act in that it seeks to assure fair competition among brokers and dealers and among exchange markets. The Exchange believes that the proposed changes to offer Price Adjust are consistent with Section 6(b)(5) of the Act,10 as well as Rule 610 of Regulation NMS 11 and Rule 201 of Regulation SHO.12 The Exchange is not modifying the overall functionality of price sliding, which, to avoid locking or crossing quotations of other market centers or to comply with applicable short sale restrictions, displays orders at permissible prices while retaining a price at which the User is willing to buy or sell, in the event display at such price or an execution at such price becomes possible. Instead, the Exchange is making changes to adopt an optional form of price sliding, Price Adjust, which will rank orders at their displayed price rather than the locking price, as described above. Thus, while subject to Price Adjust sliding, an order is ranked at a less aggressive price, which may be preferable to certain Users that wish to provide liquidity but do not wish to cross the spread (i.e., if buying, do not wish to trade at the NBO or if selling, do not wish to trade at the NBB). The Exchange believes it is reasonable to un-slide display-price sliding orders before it un-slides Price Adjust orders because Price Adjust is a less aggressive form of price sliding than display-price sliding, in that an order submitted by a User would be displayed and ranked at the same price rather than ranked at the locking price and displayed at a less aggressive price. Thus, because orders subject to displayprice sliding are ranked at and subject to execution at higher prices when buying and lower prices when selling, the Exchange believes that such orders should be re-displayed before orders subject to Price Adjust orders in response to changes to the NBBO. Rule 610(d) requires exchanges to establish, maintain, and enforce rules that require members reasonably to avoid ‘‘[d]isplaying quotations that lock or cross any protected quotation in an NMS stock.’’ 13 Such rules must be 9 15 U.S. C. 78k-1(a)(1). 10 Id. 11 17 CFR 242.610. CFR 242.201. 13 17 CFR 242.610(d). 7 15 U.S.C. 78f(b). 8 15 U.S.C. 78f(b)(5). PO 00000 Frm 00158 Fmt 4703 12 17 Sfmt 4703 E:\FR\FM\04SEN1.SGM 04SEN1 mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 79, No. 171 / Thursday, September 4, 2014 / Notices ‘‘reasonably designed to assure the reconciliation of locked or crossed quotations in an NMS stock,’’ and must ‘‘prohibit . . . members from engaging in a pattern or practice of displaying quotations that lock or cross any quotation in an NMS stock.’’ 14 Thus, the Price Adjust process proposed by the Exchange will assist Users by displaying orders at permissible prices. Similarly, Rule 201 of Regulation SHO 15 requires trading centers to establish, maintain, and enforce written policies and procedures reasonably designed to prevent the execution or display of a short sale order at a price at or below the current NBB under certain circumstances. The Exchange’s short sale price sliding will continue to operate the same for Users of Price Adjust as it does for Users that select the display-price sliding process offered by the Exchange. As noted above, in contrast to displayprice sliding, which is based solely on Protected Quotations at equities markets and options exchanges other than the Exchange, the proposed Price Adjust process would be based on Protected Quotations at external markets and at the Exchange. Thus, if the Exchange has a Protected Quotation that an incoming order to the Exchange locks or crosses then such order executes against the resting order, or, if the incoming order is a BATS Post Only Order or Partial Post Only at Limit Order, such order would be executed in accordance with Rules 11.9(c)(6) and (c)(7), respectively, or adjusted pursuant to the Price Adjust process. The Exchange believes that it is reasonable and consistent with the Act to apply the Price Adjust process to orders on entry that cannot executed or displayed at their limit price because this will contribute to additional displayed liquidity on the Exchange than if such orders were cancelled back to the User. Therefore, the Exchange believes the proposal to apply the Price Adjust process to orders that cannot be displayed because they would lock or cross displayed contra-side interest on the Exchange (and not just external markets) will promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system. The Exchange also reiterates that the proposed Price Adjust process will enable the System to avoid displaying a locking or crossing quotation in order to ensure compliance with Rule 610(d) of Regulation NMS. The Exchange again notes that under its current pricing 14 Id. 15 17 CFR 242.201. VerDate Mar<15>2010 18:14 Sep 03, 2014 Jkt 232001 structure, which pays a rebate to orders that remove liquidity and charges a fee to orders that add liquidity, this provision is currently inapplicable because even BATS Post Only Orders will remove on entry if it is in their economic best interest to do so, and thus, if there is locking or crossing interest on the Exchange’s order book, such orders will remove liquidity rather than being subject to the Price Adjust process. However, in order to maintain a technology offering that is consistent with technology offered by its affiliates irrespective of fees,16 the Exchange is proposing to implement Price Adjust as proposed. The Exchange notes that similar functionality was recently proposed by the Exchange’s affiliate, EDGX Exchange, Inc. and that the proposed rules are based on the Price Adjust functionality set forth in such proposal.17 B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is being proposed as an additional option for Users that wish to utilize Exchange price sliding functionality and that the functionality is consistent with that offered by the Exchange today as well as affiliates and competitors of the Exchange. Thus, the Exchange believes this proposed rule change is necessary to permit fair competition among national securities exchanges. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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 Exchange consents, 16 The Exchange notes that its affiliate, BATS Exchange, Inc. is simultaneously proposing to adopt the Price Adjust process. 17 See Securities Exchange Act Release No. 72676 (July 25, 2014), 79 FR 44520 (July 31, 2014) (SR– EDGX–2014–18). PO 00000 Frm 00159 Fmt 4703 Sfmt 4703 52783 the Commission will: (a) by order approve or disapprove such 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 (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– BYX–2014–019 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–BYX–2014–019. 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 (http://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 at 100 F Street NE., Washington, DC 20549–1090 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 office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–BYX– E:\FR\FM\04SEN1.SGM 04SEN1 52784 Federal Register / Vol. 79, No. 171 / Thursday, September 4, 2014 / Notices 2014–019, and should be submitted on or before September 25, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–21003 Filed 9–3–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–72942; File No. SR– NYSEArca–2014–75] Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting Approval of Proposed Rule Change Amending NYSE Arca Equities Rules 7.6, 7.11, 7.16, 7.31, 7.34, 7.35, 7.37 and 7.65 to Eliminate Certain Order Types, Modifiers and Related References August 28, 2014. I. Introduction On June 27, 2014, NYSE Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to to eliminate certain order types, modifiers and related references from the Exchange’s rules. The proposed rule change was published for comment in the Federal Register on July 16, 2014.3 The Commission received no comment letters regarding the proposed rule change. This order approves the proposed rule change. mstockstill on DSK4VPTVN1PROD with NOTICES II. Description of the Proposal The Exchange has proposed to amend NYSE Arca Equities Rules (‘‘Rule(s)’’) 7.6, 7.11, 7.16, 7.31, 7.34, 7.35, 7.37 and 7.65 to eliminate certain order types, modifiers and related references. The Exchange states that it is proposing these rule changes in order to streamline its rules and reduce complexity among its order type offerings.4 Working Orders. The Exchange has proposed to eliminate five types of working orders 5—Passive Discretionary Orders, Discretion Limit Orders, Sweep Reserve Orders, Random Reserve Orders, and PL Select Orders—and to 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 72591 (July 10, 2014), 79 FR 41613 (‘‘Notice’’). 4 See Notice, 79 FR at 41614. 5 According to the Exchange, workings orders are orders with a conditional or undisplayed price and/ or size. Id.; see also Rule 7.31(h). 1 15 VerDate Mar<15>2010 18:14 Sep 03, 2014 Jkt 232001 delete the definitions of these order types currently set forth in Rule 7.31(h), as well as references to these order types currently in Rules 7.11 and 7.37.6 In addition, in connection with the proposed elimination of Passive Discretionary Orders and Sweep Reserve Orders, the Exchange has proposed not to accept certain combined orders that currently involve these order types, namely, the Passive Discretionary Reserve Order (a Passive Discretionary Order used in combination with a Reserve Order), Sweep Reserve with Discretion Order (a Sweep Reserve Order entered with a discretionary price), and Inside Limit Sweep Reserve Order (a Sweep Reserve Order entered with an inside limit price).7 Cross Orders. The Exchange has proposed to accept only one type of cross order—Cross Orders designated IOC—and to revise its rules accordingly. Currently, the Exchange defines a Cross Order in Rule 7.31(s), separately defines an IOC Cross Order in Rule 7.31(aa), and separately defines additional types of cross orders in other provisions of Rule 7.31. To effect the proposed change, the Exchange has proposed to consolidate Rule 7.31(aa) into Rule 7.31(s), thereby creating one provision that describes Cross Orders designated IOC, and to eliminate the additional types of cross orders currently available on the Exchange.8 Rule 7.31(aa) would be Consolidated into Rule 7.31(s) by: (i) Adding the clause ‘‘designated IOC’’ to the definition of Cross Order in Rule 7.31(s), (ii) moving to Rule 7.31(s) from Rule 7.31(aa) text stating that Cross Orders that would lock or cross the PBBO or BBO will be cancelled,9 and (iii) deleting Rule 7.31(aa).10 The Exchange also has proposed to delete certain rule provisions that would be 6 A more detailed description of these order types and the provisions of Rules 7.11, 7.31(h) and 7.37 that would be deleted is set forth in the Notice. See Notice, 79 FR at 41614; see also proposed Rules 7.11, 7.31(h) and 7.37. 7 See Notice, 79 FR at 41614 n. 8 and 9. 8 The additional types of cross orders currently available on the Exchange, and which would be eliminated under the proposal, are the Midpoint Cross Order (currently defined in Rule 7.31(y)), Post No Preference (‘‘PNP’’) Cross Order (currently defined in Rule 7.31(bb)), Cross-and-Post Order (currently defined in Rule 7.31(ff)), and Portfolio Crossing Service (‘‘PCS’’) Order (currently defined in Rule 7.31(ii)). The definitions of these cross order types currently set forth in Rule 7.31 would be deleted, as would references to certain of these cross order types currently set forth in Rules 7.34(g), 7.37(d) and 7.65. Id. at 41615. 9 The terms ‘‘PBBO’’ and ‘‘BBO’’ are defined in Rules 1.1(h) and (dd), respectively. 10 See Notice, 79 FR at 41614–15; see also proposed Rule 7.31(s). PO 00000 Frm 00160 Fmt 4703 Sfmt 4703 rendered moot or inapplicable by this proposed change.11 Additional Order Types and Rule Reference Deletions. In addition to the foregoing proposed changes with respect to working orders and cross orders, the Exchange has proposed to eliminate or limit the operation of five other order types. First, the Exchange has proposed to eliminate the Market to Limit (‘‘MTL’’) Order, and thus to delete Rule 7.31(rr), which currently sets forth the definition of this order type. Second, the Exchange has proposed to amend the definition of an Auction-Only Order in Rule 7.31(t) to provide that the Exchange will only accept the AuctionOnly Orders specified therein, namely, Limit-on-Open Orders (‘‘LOO Order’’), Market-on-Open Orders (‘‘MOO Order’’), Limit-on-Close Orders (‘‘LOC’’), and Market-on-Close Orders (‘‘MOC’’).12 Third, the Exchange proposes not to accept NOW Orders with a Reserve Modifier, and thus to amend the definition of a NOW Order in Rule 7.31(v) to provide that NOW Orders entered with a Reserve modifier will be rejected. Fourth, the Exchange proposes not to accept market orders with a NOW or IOC modifier, and thus to delete the reference to market orders in the definition of the IOC modifier in Rule 7.31(c)(3),13 and to amend the definition of a NOW Order in Rule 7.31(v) to provide that NOW Orders entered with a Market modifier will be rejected. Lastly, the Exchange proposes to eliminate the use of a Fill or Kill (‘‘FOK’’) modifier with a Mid-Point Liquidity (‘‘MPL’’) Order, and thus to amend the definition of an MPL Order in Rule 7.31(h)(5) to provide that an 11 See Notice, 79 FR at 41615. Subparagraphs (1)– (6) of current Rule 7.31(s) describe Cross Order functionality that is applicable only when Cross Orders are not designated IOC, and thus, according to the Exchange, the proposal would render those subparagraphs moot. Similarly, the Exchange proposes to delete Rule 7.16(f)(v)(G) as that rule, which provides that short sale cross orders priced at or below the current national best bid will be rejected during a Short Sale Period (defined in Rule 7.16(f)(iv)), would be inapplicable because Cross Orders designated IOC cannot execute at or below the current national best bid. Further, by virtue of the proposed restriction of Cross Orders to those with an IOC designation, the Exchange has proposed to eliminate the Day Cross Order, and thus a Cross Order with a Day modifier would be rejected as a result of the proposal. Id. 12 See Notice, 79 FR at 41615. The Exchange also proposes to replace the references in Rule 7.35 to Auction-Only Limit with LOO and to Auction-Only Market with MOO, and to delete the references to Auction Only Limit Orders in Rule 7.35(f)(3)(E). Id.; see also proposed Rule 7.35. 13 As a result, the use of the IOC modifier would be limited to limit orders, and a market order entered with an IOC modifier would be rejected. See proposed Rule 7.31(c)(3); see also Notice, 79 FR at 41615. E:\FR\FM\04SEN1.SGM 04SEN1

Agencies

[Federal Register Volume 79, Number 171 (Thursday, September 4, 2014)]
[Notices]
[Pages 52780-52784]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-21003]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72946; File No. SR-BYX-2014-019]


Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change to Rules 11.9 of BATS Y-Exchange, Inc.

August 28, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on August 26, 2014, BATS Y-Exchange, Inc. (the ``Exchange'' or 
``BYX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by the Exchange. 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.
---------------------------------------------------------------------------

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

    The Exchange filed a proposal to amend Rule 11.9 to add certain 
optional price sliding functionality.
    The text of the proposed rule change is available at the Exchange's 
Web site at http://www.batstrading.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange currently offers various forms of sliding which, in 
all cases, result in the re-pricing of an order to, or ranking and/or 
display of an order at, a price other than an order's limit price in 
order to comply with applicable securities laws and/or Exchange rules. 
Specifically, the Exchange currently offers price sliding to ensure 
compliance with Regulation NMS and Regulation SHO. Price sliding 
currently offered by the Exchange re-prices and displays an order upon 
entry and in certain cases again re-prices and re-displays an order at 
a more aggressive price one time if and when permissible (``single 
display-price sliding''), and optionally continually re-prices an order 
(``multiple display-price sliding'') based on changes in the national 
best bid (``NBB'') or national best offer (``NBO'', and together with 
the NBB, the ``NBBO''). The Exchange proposes to add another optional 
process, the Price Adjust process, as described below. Price Adjust in 
all contexts for which it is being proposed will have to be elected by 
a User \3\ in order to be applied by the Exchange.
---------------------------------------------------------------------------

    \3\ As defined in BYX Rule 1.5(cc), a User is ``any Member or 
Sponsored Participant who is authorized to obtain access to the 
System pursuant to Rule 11.3.''
---------------------------------------------------------------------------

    In contrast to display-price sliding, which is based solely on 
Protected Quotations \4\ at equities markets other than the Exchange, 
Price Adjust would be based on Protected Quotations at external markets 
and at the Exchange. If the Exchange has a Protected Quotation that an 
incoming order to the Exchange locks or crosses then such order 
executes against the resting order, or, if the incoming order is a BATS 
Post Only Order or Partial Post Only at Limit Order, such order would 
be executed in accordance with Rules 11.9(c)(6) and (c)(7), 
respectively, or adjusted pursuant to the Price Adjust process, as 
described in further detail below. Because the Exchange will route 
orders to external markets with locking or crossing quotations, the 
Exchange notes that the Price Adjust process would only be applicable 
to non-routable orders, including BATS Only Orders, BATS Post Only 
Orders and Partial Post Only at Limit Orders. In turn, because BATS 
Only Orders will execute against locking or crossing interest on the 
Exchange (including both Protected Quotations as well as any non-
displayed interest), the fact that Price Adjust would be based on 
Protected Quotations at the Exchange is only relevant for BATS Post 
Only Orders and Partial Post Only at Limit Orders.
---------------------------------------------------------------------------

    \4\ As defined in BYX Rule 1.5(t), a ``Protected Quotation'' is 
``a quotation that is a Protected Bid or Protected Offer.'' In turn, 
the term ``Protected Bid'' or ``Protected Offer'' means ``a bid or 
offer in a stock that is (i) displayed by an automated trading 
center; (ii) disseminated pursuant to an effective national market 
system plan; and (iii) an automated quotation that is the best bid 
or best offer of a national securities exchange or association.''
---------------------------------------------------------------------------

    With respect to price sliding offered to ensure compliance with 
Regulation NMS (``display-price sliding''), under the Exchange's 
current rules, if, at the time of entry, a non-routable order would 
cross a Protected Quotation displayed by another trading center the 
Exchange re-prices and ranks such order at the locking price, and 
displays such order at one minimum price variation below the NBO for 
bids and above the NBB for offers. Similarly, in the event a non-
routable order that, at the time of entry, would lock a Protected 
Quotation displayed by another trading center, the

[[Page 52781]]

Exchange ranks such order at the locking price and displays the order 
at one minimum price variation below the NBO for bids and above the NBB 
for offers.
    As proposed, under the Price Adjust process, an order eligible for 
display by the Exchange that, at the time of entry, would create a 
violation of Rule 610(d) of Regulation NMS by locking or crossing a 
Protected Quotation of an external market or the Exchange will be 
ranked and displayed by the System at one minimum price variation below 
the current NBO (for bids) or to one minimum price variation above the 
current NBB (for offers). Thus, in contrast to the display-price 
sliding process, the Price Adjust process would both rank and display 
an order at one minimum price variation below the current NBO or above 
the current NBB (rather than ranking an order at the locking price). 
Further, as noted above, the Price Adjust process would adjust the 
price of a BATS Post Only Order or Partial Post Only at Limit Order 
that would lock or cross an order displayed by the Exchange unless such 
order is permitted to remove liquidity as described in Rules 11.9(c)(6) 
and (c)(7), respectively, whereas the display-price sliding process 
would cancel an order back to the User unless it removed liquidity on 
entry.
    The Exchange also proposes to state that in the event the NBBO 
changes \5\ such that an order subject to Price Adjust would not lock 
or cross a Protected Quotation, the order will receive a new timestamp, 
and will be displayed at the price that originally locked the NBO (for 
bids) or NBB (for offers) on entry.
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    \5\ The Exchange notes that it recently filed a proposal 
clarifying the methodology used by the Exchange to calculate the 
NBBO, including the data feeds used to calculate the NBBO as well as 
various types of feedback that update the Exchange's view of the 
NBBO, such as feedback from receipt of Intermarket Sweep Orders with 
a time-in-force of Day and feedback from the Exchange's routing 
broker-dealer, BATS Trading, Inc. See Securities Exchange Act 
Release No. 72687 (July 28, 2014), 79 FR 44926 (August 1, 2014) (SR-
BYX-2014-012).
---------------------------------------------------------------------------

    As an example of the Price Adjust process, assume the Exchange has 
a posted and displayed bid to buy 100 shares of a security priced at 
$10.10 per share and a posted and displayed offer to sell 100 shares at 
$10.13 per share. Assume the NBBO is $10.10 by $10.12. If the Exchange 
receives a non-routable bid to buy 100 shares at $10.12 per share the 
Exchange will rank and display the order to buy at $10.11 because 
displaying the bid at $10.12 would lock an external market's Protected 
Offer to sell for $10.12. If the NBO then moved to $10.13, the Exchange 
would un-slide the bid to buy and rank and display it at its limit 
price of $10.12.
    As an example of an order executed while subject to the Price 
Adjust process before being un-slid by the Exchange, assume the 
Exchange has a posted and displayed bid to buy 100 shares of a security 
priced at $10.10 per share and a posted and displayed offer to sell 100 
shares at $10.13 per share. Assume the NBBO is $10.10 by $10.12. If the 
Exchange receives a non-routable bid to buy 100 shares at $10.12 per 
share the Exchange will rank and display the order to buy at $10.11 
because displaying the bid at $10.12 would lock an external market's 
Protected Offer to sell for $10.12. Assume next that the Exchange 
receives an offer to sell 100 shares at $10.11. The incoming order to 
sell will execute at $10.11 against the resting bid to buy 100 shares 
(originally priced at $10.12) that has been slid pursuant to the Price 
Adjust process. Thus, the order executes at a full penny per share 
better than if it were ranked at the locking price of $10.12 (buying 
for $10.11 rather than $10.12 per share).
    Similarly, assume the Exchange has a posted and displayed bid to 
buy 100 shares of a security priced at $10.10 per share and a posted 
and displayed offer to sell 100 shares at $10.12 per share. Assume the 
NBBO is also $10.10 by $10.12. Assume the Exchange receives a BATS Post 
Only bid to buy 100 shares at $10.12 per share. The Exchange notes that 
under its current pricing structure, which pays a rebate to orders that 
remove liquidity and charges a fee to orders that add liquidity, the 
incoming bid to buy at $10.12 would remove liquidity pursuant to Rule 
11.9(c)(6). However, if the Exchange has a different pricing structure 
that does not allow the incoming BATS Post Only Order to remove 
liquidity then the Exchange will rank and display the order to buy at 
$10.11 because displaying the bid at $10.12 would lock the Exchange's 
Protected Offer to sell for $10.12. If the NBO, including the 
Exchange's best offer, then moved to $10.13, the Exchange would un-
slide the bid to buy and rank and display it at its limit price of 
$10.12.
    The Exchange also proposes to state that all orders that are re-
ranked and re-displayed pursuant to Price Adjust will retain their 
priority as compared to other orders subject to Price Adjust based upon 
the time such orders were initially received by the Exchange. Further, 
as proposed, following the initial ranking and display of an order 
subject to Price Adjust, an order will only be re-ranked and re-
displayed to the extent it achieves a more aggressive price.
    In order to offer multiple price sliding to Exchange Users that 
select Price Adjust, the Exchange proposes to make clear that the 
ranked and displayed prices of an order subject to Price Adjust may be 
adjusted once or multiple times depending upon the instructions of a 
User and changes to the prevailing NBBO. As is true for display-price 
sliding, multiple price sliding pursuant to Price Adjust would be 
optional and would have to be explicitly selected by a User before it 
will be applied. Orders subject to multiple price sliding for Price 
Adjust will be permitted to move all the way back to their most 
aggressive price, whereas orders subject to Price Adjust may not be 
adjusted to their most aggressive price, depending upon market 
conditions and the limit price of the order upon entry.
    As an example of multiple price sliding for Price Adjust assume the 
Exchange has a posted and displayed bid to buy 100 shares of a security 
priced at $10.10 per share and a posted and displayed offer to sell 100 
shares at $10.14 per share. Assume the NBBO is $10.10 by $10.12. If the 
Exchange receives a non-routable bid to buy 100 shares at $10.13 per 
share, the Exchange would rank and display the order to buy at $10.11 
because displaying the bid at $10.13 would cross an external market's 
Protected Offer to sell for $10.12. If the NBO then moved to $10.13, 
the Exchange would un-slide the bid to buy and rank and display it at 
$10.12. Under the proposed single Price Adjust functionality, the 
Exchange would not further adjust the ranked or displayed price 
following this un-slide. However, under multiple price sliding for 
Price Adjust if the NBO then moved to $10.14, the Exchange would un-
slide the bid to buy and rank and display it at its full limit price of 
$10.13.
    The Exchange currently offers display-price sliding functionality 
to avoid locking or crossing other markets' Protected Quotations, but 
does not price slide to avoid executions on the Exchange's order book 
(``BATS Book''). Specifically, when the Exchange receives an incoming 
order that could execute against resting displayed liquidity but an 
execution does not occur because such incoming order is designated as 
an order that will not remove liquidity (i.e., a BATS Post Only 
Order),\6\ then the Exchange will cancel

[[Page 52782]]

the incoming order. As noted above, the Exchange proposes to make clear 
in the description of Price Adjust that any display-eligible BATS Post 
Only Order that locks or crosses a Protected Quotation displayed by the 
Exchange upon entry will be executed as set forth in Rule 11.9(c)(6) or 
adjusted pursuant to the Price Adjust process. Similarly, the Exchange 
proposes to make clear that any display-eligible Partial Post Only at 
Limit Order that locks or crosses a Protected Quotation displayed by 
the Exchange upon entry will be executed as set forth in Rule 
11.9(c)(7) or adjusted pursuant to the Price Adjust process. The 
Exchange reiterates that in contrast to the proposed operation of Price 
Adjust, the existing display-price sliding process would instead cancel 
BATS Post Only orders and BATS Partial Post Only at Limit orders that 
would lock or cross a Protected Quotation displayed by the Exchange to 
the extent such orders are not executed on entry.
---------------------------------------------------------------------------

    \6\ The Exchange again notes that BATS Post Only Orders are 
permitted to remove liquidity from the BATS Book if the value of 
price improvement associated with such execution equals or exceeds 
the sum of fees charged for such execution and the value of any 
rebate that would be provided if the order posted to the BATS Book 
and subsequently provided liquidity. See Rule 11.9(c)(6). Similarly, 
Partial Post Only at Limit Orders are permitted to remove price 
improving liquidity as well as a User-selected percentage of the 
remaining order at the limit price if, following such removal, the 
order can post at its limit price. See Rule 11.9(c)(7).
---------------------------------------------------------------------------

    The Exchange currently applies display-price sliding to Non-
Displayed Orders that cross Protected Quotations of external markets. 
The Exchange proposes language that makes clear that this functionality 
will apply to all orders for which a User has selected either display-
price sliding or Price Adjust. The proposed rule states that Non-
Displayed Orders that are subject to display-price sliding or Price 
Adjust are ranked at the locking price on entry. The proposed 
description also makes clear that price sliding for Non-Displayed 
Orders is functionally equivalent to the handling of displayable orders 
except that such orders will not have a displayed price and will not be 
re-priced again unless such orders cross a Protected Quotation of an 
external market (i.e., such orders are not un-slid). Other than 
updating the language of the rule to reflect that Non-Displayed Orders 
for which a User has selected Price Adjust will be handled in the same 
way as orders subject to display-price sliding, the Exchange is not 
proposing to change its handling of Non-Displayed Orders.
    As an example of the Exchange's handling of Non-Displayed Orders in 
the context of Price Adjust, assume the Exchange has a posted and 
displayed bid to buy 100 shares of a security priced at $10.10 per 
share and a posted and displayed offer to sell 100 shares at $10.13 per 
share. Assume the NBBO is $10.10 by $10.11. If the Exchange receives a 
Non-Displayed Order bid to buy 100 shares at $10.12 per share, the 
Exchange would re-price the order to a $10.11 bid to buy to avoid 
potentially trading through the $10.11 offer displayed as the NBO 
(i.e., to ensure the Exchange will not allow the bid to trade at $10.12 
per share). In the event the NBBO moved to $10.09 by $10.10, the 
Exchange would re-price the Non-Displayed bid to buy 100 shares to 
$10.10 per share. If the NBBO then moved to $10.10 by $10.11, the Non-
Displayed bid would not be re-priced to $10.11, but would remain on the 
Exchange's order book at $10.10. This proposed handling is identical to 
handling of a Non-Displayed Order for which a User has selected 
display-price sliding.
    The Exchange also proposes that in the event the NBBO changes such 
that display eligible orders subject to display-price sliding and Price 
Adjust would not lock or cross a Protected Quotation and are eligible 
to be displayed at a more aggressive price, the System will first 
display all orders subject to display-price sliding at their ranked 
price followed by orders subject to Price Adjust, which will be re-
ranked and re-displayed as set forth above. The Exchange believes it is 
reasonable to un-slide orders subject to display-price sliding before 
it un-slides orders subject to Price Adjust because Price Adjust is a 
less aggressive form of price sliding than display-price sliding, in 
that an order submitted by a User that elects Price Adjust will be 
displayed and ranked at the same price rather than ranked at the 
locking price and displayed at a less aggressive price.
    The Exchange also proposes to make clear that if a User elects to 
apply Price Adjust to an order submitted to the Exchange, price sliding 
will apply short sale price sliding in connection with the handling of 
the order by the Exchange. The Exchange does not propose to modify its 
short sale price sliding functionality.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with Section 6(b) of the Securities Exchange Act of 1934 (the 
``Act'')\7\ and further the objectives of Section 6(b)(5) of the Act\8\ 
because they are designed to promote just and equitable principles of 
trade, to remove impediments to and perfect the mechanism of a free and 
open market and a national market system, to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, and, in general, to protect investors and the public 
interest. The proposed rule change also is designed to support the 
principles of Section 11A(a)(1) \9\ of the Act in that it seeks to 
assure fair competition among brokers and dealers and among exchange 
markets.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
    \9\ 15 U.S. C. 78k-1(a)(1).
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes to offer Price 
Adjust are consistent with Section 6(b)(5) of the Act,\10\ as well as 
Rule 610 of Regulation NMS \11\ and Rule 201 of Regulation SHO.\12\ The 
Exchange is not modifying the overall functionality of price sliding, 
which, to avoid locking or crossing quotations of other market centers 
or to comply with applicable short sale restrictions, displays orders 
at permissible prices while retaining a price at which the User is 
willing to buy or sell, in the event display at such price or an 
execution at such price becomes possible. Instead, the Exchange is 
making changes to adopt an optional form of price sliding, Price 
Adjust, which will rank orders at their displayed price rather than the 
locking price, as described above. Thus, while subject to Price Adjust 
sliding, an order is ranked at a less aggressive price, which may be 
preferable to certain Users that wish to provide liquidity but do not 
wish to cross the spread (i.e., if buying, do not wish to trade at the 
NBO or if selling, do not wish to trade at the NBB). The Exchange 
believes it is reasonable to un-slide display-price sliding orders 
before it un-slides Price Adjust orders because Price Adjust is a less 
aggressive form of price sliding than display-price sliding, in that an 
order submitted by a User would be displayed and ranked at the same 
price rather than ranked at the locking price and displayed at a less 
aggressive price. Thus, because orders subject to display-price sliding 
are ranked at and subject to execution at higher prices when buying and 
lower prices when selling, the Exchange believes that such orders 
should be re-displayed before orders subject to Price Adjust orders in 
response to changes to the NBBO.
---------------------------------------------------------------------------

    \10\ Id.
    \11\ 17 CFR 242.610.
    \12\ 17 CFR 242.201.
---------------------------------------------------------------------------

    Rule 610(d) requires exchanges to establish, maintain, and enforce 
rules that require members reasonably to avoid ``[d]isplaying 
quotations that lock or cross any protected quotation in an NMS 
stock.'' \13\ Such rules must be

[[Page 52783]]

``reasonably designed to assure the reconciliation of locked or crossed 
quotations in an NMS stock,'' and must ``prohibit . . . members from 
engaging in a pattern or practice of displaying quotations that lock or 
cross any quotation in an NMS stock.'' \14\ Thus, the Price Adjust 
process proposed by the Exchange will assist Users by displaying orders 
at permissible prices. Similarly, Rule 201 of Regulation SHO \15\ 
requires trading centers to establish, maintain, and enforce written 
policies and procedures reasonably designed to prevent the execution or 
display of a short sale order at a price at or below the current NBB 
under certain circumstances. The Exchange's short sale price sliding 
will continue to operate the same for Users of Price Adjust as it does 
for Users that select the display-price sliding process offered by the 
Exchange.
---------------------------------------------------------------------------

    \13\ 17 CFR 242.610(d).
    \14\ Id.
    \15\ 17 CFR 242.201.
---------------------------------------------------------------------------

    As noted above, in contrast to display-price sliding, which is 
based solely on Protected Quotations at equities markets and options 
exchanges other than the Exchange, the proposed Price Adjust process 
would be based on Protected Quotations at external markets and at the 
Exchange. Thus, if the Exchange has a Protected Quotation that an 
incoming order to the Exchange locks or crosses then such order 
executes against the resting order, or, if the incoming order is a BATS 
Post Only Order or Partial Post Only at Limit Order, such order would 
be executed in accordance with Rules 11.9(c)(6) and (c)(7), 
respectively, or adjusted pursuant to the Price Adjust process. The 
Exchange believes that it is reasonable and consistent with the Act to 
apply the Price Adjust process to orders on entry that cannot executed 
or displayed at their limit price because this will contribute to 
additional displayed liquidity on the Exchange than if such orders were 
cancelled back to the User. Therefore, the Exchange believes the 
proposal to apply the Price Adjust process to orders that cannot be 
displayed because they would lock or cross displayed contra-side 
interest on the Exchange (and not just external markets) will promote 
just and equitable principles of trade, remove impediments to, and 
perfect the mechanism of, a free and open market and a national market 
system. The Exchange also reiterates that the proposed Price Adjust 
process will enable the System to avoid displaying a locking or 
crossing quotation in order to ensure compliance with Rule 610(d) of 
Regulation NMS. The Exchange again notes that under its current pricing 
structure, which pays a rebate to orders that remove liquidity and 
charges a fee to orders that add liquidity, this provision is currently 
inapplicable because even BATS Post Only Orders will remove on entry if 
it is in their economic best interest to do so, and thus, if there is 
locking or crossing interest on the Exchange's order book, such orders 
will remove liquidity rather than being subject to the Price Adjust 
process. However, in order to maintain a technology offering that is 
consistent with technology offered by its affiliates irrespective of 
fees,\16\ the Exchange is proposing to implement Price Adjust as 
proposed.
---------------------------------------------------------------------------

    \16\ The Exchange notes that its affiliate, BATS Exchange, Inc. 
is simultaneously proposing to adopt the Price Adjust process.
---------------------------------------------------------------------------

    The Exchange notes that similar functionality was recently proposed 
by the Exchange's affiliate, EDGX Exchange, Inc. and that the proposed 
rules are based on the Price Adjust functionality set forth in such 
proposal.\17\
---------------------------------------------------------------------------

    \17\ See Securities Exchange Act Release No. 72676 (July 25, 
2014), 79 FR 44520 (July 31, 2014) (SR-EDGX-2014-18).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
rule change is being proposed as an additional option for Users that 
wish to utilize Exchange price sliding functionality and that the 
functionality is consistent with that offered by the Exchange today as 
well as affiliates and competitors of the Exchange. Thus, the Exchange 
believes this proposed rule change is necessary to permit fair 
competition among national securities exchanges.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    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 Exchange consents, the Commission will: (a) by order approve 
or disapprove such 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-BYX-2014-019 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-BYX-2014-019. 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 (http://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 at 100 F Street NE., 
Washington, DC 20549-1090 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 office of the 
Exchange. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-BYX-

[[Page 52784]]

2014-019, and should be submitted on or before September 25, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-21003 Filed 9-3-14; 8:45 am]
BILLING CODE 8011-01-P