Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Adopt New Exchange Rule 1081, Solicitation Mechanism, To Introduce a New Electronic Solicitation Mechanism, 5865-5875 [2015-02017]

Download as PDF Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices rljohnson on DSK3VPTVN1PROD with NOTICES 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.18 Specifically, the Exchange believes the proposed rule change is consistent with Section 6(b)(4) of the Act,19 which requires that Exchange rules provide for the equitable allocation of reasonable dues, fees, and other charges among its Trading Permit Holders and other persons using its facilities. The Exchange believes the Rebate is reasonable because it will allow COPS users who purchase four valuations that make up a box spread to only be ultimately charged for one of those valuations (thereby saving three valuations’ worth of fees). The Exchange believes the Rebate is equitable and not unfairly discriminatory because it will apply to all COPS users who purchase four valuations that make up a box spread. While receiving end-of-day valuations via COPS is extremely different than, and not really comparable to, trading on CBOE, it should be noted that the components of a box spread trade, reversals and conversions, are also subject to rebates.20 From a practical standpoint for the users, the purpose of COPS is to get end-of-day valuations. COPS users want to know the inputs into an option’s price. There are five major inputs into an option’s price: (1) Underlying price, (2) time to expiration, (3) strike price, (4) implied volatility, and (5) interest rates. The proposed Rebate simply allows the Exchange to provide COPS users with a cost effective method to extract implied interest rates. While the Exchange cannot conceive of any purpose for COPS users to request pricing on a box spread (other than those described herein), the Rebate will be available to all COPS users. burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act because the Rebate only applies to CBOE COPS users, and does not affect pricing or fees on other exchanges. To the extent the Rebate makes CBOE a more attractive marketplace for market participants on other exchanges, such market participants may become CBOE market participants (and COPS users). B. Self-Regulatory Organization’s Statement on Burden on Competition CBOE 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. CBOE does not believe that the proposed rule change will impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act because the Rebate will be available to all COPS users. CBOE does not believe that the proposed rule change will impose any 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– CBOE–2015–007 on the subject line. U.S.C. 78f(b). U.S.C. 78f(b)(4). 20 See CBOE Fees Schedule, Footnote 13. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 21 and paragraph (f) of Rule 19b–4 22 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–CBOE–2015–007. This file number should be included on the 18 15 19 15 VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 21 15 22 17 PO 00000 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). Frm 00138 Fmt 4703 subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the 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–CBOE–2015–007 and should be submitted on or before February 24, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.23 Jill M. Peterson, Assistant Secretary. [FR Doc. 2015–02012 Filed 2–2–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74167; File No. SR–Phlx– 2014–66] Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Adopt New Exchange Rule 1081, Solicitation Mechanism, To Introduce a New Electronic Solicitation Mechanism January 28, 2015. I. Introduction On October 14, 2014, NASDAQ OMX PHLX LLC (‘‘Exchange’’ or ‘‘Phlx’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant 23 17 Sfmt 4703 5865 E:\FR\FM\03FEN1.SGM CFR 200.30–3(a)(12). 03FEN1 5866 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 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 adopt new Exchange Rule 1081, Solicitation Mechanism, to introduce a new electronic solicitation mechanism pursuant to which a member can electronically submit all-ornone orders of 500 contracts or more (or, in the case of mini options, 5000 contracts or more) that the member represents as agent against contra orders that the member solicited. The proposed rule change was published for comment in the Federal Register on October 31, 2014.3 On December 8, 2014, the Commission extended the time period in which to either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to approve or disapprove the proposed rule change to January 29, 2015.4 The Commission has received no comment letters on the proposal. This order institutes proceedings under Section 19(b)(2)(B) of the Act 5 to determine whether to approve or disapprove the proposed rule change. II. Description of the Proposal The Exchange proposes to adopt new Rule 1081, Solicitation Mechanism, to introduce a new electronic solicitation mechanism pursuant to which a member can electronically submit all-ornone orders of 500 contracts or more (or, in the case of mini options, 5000 contracts or more) that the member represents as agent against contra orders that the member solicited. Currently, under Phlx Rule 1080(c)(ii)(C)(2), Order Entry Firms 6 must expose orders they represent as agent for at least one second before such orders may be automatically executed, in whole or in part, against orders solicited from members and non-member brokerdealers to transact with such orders.7 rljohnson on DSK3VPTVN1PROD with NOTICES 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 73441 (October 27, 2014), 79 FR 64862 (‘‘Notice’’). 4 See Securities Exchange Act Release No. 73791 (December 8, 2014), 79 FR 73924 (December 12, 2014). 5 15 U.S.C. 78s(b)(2)(B). 6 Rule 1080(c)(ii)(A)(1) defines ‘‘Order Entry Firm’’ as a member organization of the Exchange that is able to route orders to AUTOM. (AUTOM is the Exchange’s electronic quoting and trading system, which has been denoted in Exchange rules as XL II, XL and AUTOM.) 7 Section (c), Solicited Orders, of Rule 1064, Crossing, Facilitation and Solicited Orders, governs execution of solicited orders by open outcry, on the Exchange trading floor, and is unaffected by proposed Rule 1081. The Exchange states that many aspects of the functionality of the proposed solicitation mechanism are similar to those provided for in Rule 1080(n), PIXL, and certain of the proposed rules track the existing PIXL rules. VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 The proposed rule change would provide an alternative method, enabling a member to electronically execute orders it represents on behalf of a public customer, broker-dealer, or any other entity (an ‘‘Agency Order’’) 8 against solicited limit orders of a public customer, broker-dealer, or any other entity (a ‘‘Solicited Order’’) through a solicitation mechanism designed for this purpose.9 The new mechanism is a process by which a member (the ‘‘Initiating Member’’) can electronically submit allor-none orders 10 of 500 contracts or more (or, in the case of mini options,11 5000 contracts or more) that it represents as agent against contra orders that it has solicited, and initiate an auction (the ‘‘Solicitation Auction’’).12 As noted below, at the end of the Solicitation Auction, allocation would occur with all contracts of the Agency Order trading at an improved price against non-solicited contra-side interest or at the stop price, defined below, against the Solicited Order. The solicitation mechanism would accommodate both simple orders and Complex Orders.13 Prior to the first time 8 Rule 1080(b)(i)(A) provides in part that ‘‘[f]or purposes of Exchange options trading, an agency order is any order entered on behalf of a public customer, and does not include any order entered for the account of a broker-dealer, or any account in which a broker-dealer or an associated person of a broker-dealer has any direct or indirect interest.’’ According to the Exchange, that provision did not contemplate, and is not applicable to, the capitalized and defined term ‘‘Agency Order’’ as used in proposed Rule 1081. 9 The Exchange states that participants must ensure that their records adequately demonstrate the solicitation of an order that is entered into the mechanism for execution. against an Agency Order as a Solicited Order prior to entry of such order into this mechanism. 10 Rule 1066(c)(4) defines an ‘‘all-or-none’’ order as a market or limit order which is to be executed in its entirety or not at all. 11 A given Solicitation Auction may be for options contracts exclusively or for mini options contracts exclusively, but cannot be used for a combination of both options contracts and mini options contracts together. 12 The Exchange noted that similar electronic functionality is offered today by other option exchanges. See Chicago Board Options Exchange (‘‘CBOE’’) Rule 6.74B, Solicitation Auction Mechanism (the ‘‘CBOE Mechanism’’), and International Securities Exchange (‘‘ISE’’) Rule 716(e), Solicited Order Mechanism (the ‘‘ISE Mechanism’’). 13 A Complex Order is any order involving the simultaneous purchase and/or sale of two or more different options series in the same underlying security, priced at a net debit or credit based on the relative prices of the individual components, for the same account, for the purpose of executing a particular investment strategy. A Complex Order may also be a stock-option order, which is an order to buy or sell a stated number of units of an underlying stock or exchange-traded fund (‘‘ETF’’) coupled with the purchase or sale of options contract(s). Complex Orders on Phlx are discussed in Commentary .08 to Rule 1080. PO 00000 Frm 00139 Fmt 4703 Sfmt 4703 a member enters an Agency Order into the solicitation mechanism on behalf of a customer, the member would be required to deliver to the customer a written notification informing the customer that its Agency Orders may be executed using the Phlx’s solicitation mechanism. Such written notification would be required to disclose the terms and conditions contained in proposed Rule 1081 and to be in a form approved by the Exchange.14 Solicitation Auction Eligibility Requirements All options traded on the Exchange, including mini options, would be eligible for the Solicitation Auction. Proposed Rule 1081(i) describes the circumstances under which an Initiating Member may initiate a Solicitation Auction. Proposed Rule 1081(i)(A) provides that the Agency Order and the Solicited Order must each be limit orders for at least 500 contracts (or, in the case of mini options, at least 5000 contracts) and must be designated as all-or-none. The orders must match in size, and their limit prices must match or cross in price.15 If the orders cross in price, the price at which the Agency Order and the Solicited Order may be considered for submission pursuant to proposed Rules 1081(i)(B) and (C) shall be the limit price of the Solicited Order.16 The orders may not be stop or stop limit orders, must be marked with a time in force of day, good till cancelled or immediate or cancel, and would not be routed regardless of routing strategy indicated on the order.17 Pursuant to proposed Rule 1081(i)(B), the Initiating Member must stop the entire Agency Order at a price (the ‘‘stop price’’) that is equal to or better than the National Best Bid/Offer (‘‘NBBO’’) on both sides of the market, provided that 14 See proposed Rule 1081(i)(H). The rule would require delivery of this disclosure only prior to the first submission of an Agency Order on behalf of a customer rather than prior to the submission of each and every Agency Order on behalf of such customer. 15 In the case of Complex Orders, the underlying components of both Complex Orders must also match. Additionally, all the option legs of each Complex Order must consist entirely of options or entirely of mini options. 16 For example, assume an Agency Order to buy 1000 contracts for $2.00 and a Solicited Order to sell 1000 contracts at $1.90 are entered into the solicitation mechanism. Since the limits of these orders cross in price, the Agency Order and Solicited Order are considered to be submitted into the mechanism with a stop price equal to the Solicited Order price of $1.90. 17 Whether an order is marked with a time in force of day as opposed to, for example, good till cancelled or immediate or cancel is irrelevant to the manner in which they would be treated once they are entered into the solicitation mechanism. E:\FR\FM\03FEN1.SGM 03FEN1 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices rljohnson on DSK3VPTVN1PROD with NOTICES such price must be at least $0.01 better than any public customer noncontingent limit order on the Phlx order book and must be equal to the Agency Order’s limit price or provide the Agency Order with a better price than its limit price. Stop prices may be submitted in $0.01 increments, regardless of the applicable Minimum Price Variation (the ‘‘MPV’’). Contingent orders 18 (including all-or-none, stop or stop-limit orders) on the book would not be considered when checking the acceptability of the stop price. Contingent orders are not represented as part of the Exchange Best Bid/Offer since they may only be executed if specific conditions are met. Given that these orders are not represented as part of the Exchange Best Bid/Offer, they are not included in the NBBO and thus are not considered when checking the acceptability of the stop price.19 Orders that are submitted but that do not comply with the eligibility requirements set forth in proposed Rule 1081(i)(A) through (C) would be rejected upon receipt and ineligible to initiate a Solicitation Auction.20 In addition, Agency Orders submitted at or before the opening of trading are not eligible to initiate a Solicitation Auction and would be rejected.21 Orders submitted during a specified period of time, as determined by the Exchange and communicated to Exchange membership on the Exchange’s Web site, prior to the end of the trading session in the affected series 22 (including, in the case of 18 A contingent order is a limit or market order to buy or sell that is contingent upon a condition being satisfied. PIXL also does not consider contingent orders on the book when checking the acceptability of the stop price. 19 Proposed Rule 1081(i)(B) does not apply if the Agency Order is a Complex Order (a ‘‘Complex Agency Order’’). Rather, proposed Rule 1081(i)(C) applies to Complex Agency Orders and requires them to be of a conforming ratio, as defined in Commentary.08(a)(ix) to Rule 1080. A Complex Agency Order which is not of a conforming ratio would be rejected. Proposed Rule 1081(i)(C) requires all component option legs of the order to be for at least 500 contracts (or, in the case of mini options, at least 5000 contracts). It also provides that the Initiating Member must stop the entire Complex Agency Order at a price that is better by at least $0.01 than the best net price (debit or credit) (i) available on the Complex Order book regardless of the Complex Order book size; and (ii) achievable from the best Phlx bids and offers for the individual options (an ‘‘improved net price’’) regardless of size, provided in either case that such price is equal to or better than the Complex Agency Order’s limit price. Stop prices for Complex Agency Orders may be submitted in $0.01 increments, regardless of MPV, and contingent orders on the book would not be considered when checking the acceptability of the stop price. See proposed Rule 1081(i)(C). 20 See proposed Rule 1081(i)(D). 21 See proposed Rule 1081(i)(E). 22 The term ‘‘series’’ of options means all option contracts of the same class having the same expiration date and exercise price. A ‘‘class’’ of VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 Complex Orders, in any series which is a component of the Complex Order) are not eligible to initiate a Solicitation Auction and would be rejected.23 Agency Orders which are not Complex Orders received while another electronic auction (including any Solicitation Auction, PIXL auction, or any other kind of auction) involving the same option series is in progress would not be eligible to initiate a Solicitation Auction and would be rejected.24 Similarly, a Complex Agency Order received while another auction in the same Complex Order strategy is in progress is not eligible to initiate a Solicitation Auction and would be rejected.25 Finally a solicited order for the account of any Exchange specialist, streaming quote trader (‘‘SQT’’), remote streaming quote trader (‘‘RSQT’’) or non-streaming registered options trader (‘‘ROT’’) assigned in the affected series may not be a Solicited Order.26 options means all option contracts of the same ‘‘type’’ of option covering the same underlying stock. A ‘‘type’’ of option means the classification of an option contract as a put or a call. See Rule 1000, Applicability, Definitions and References. 23 See proposed Rule 1081(i)(F). 24 A similar restriction applies with respect to PIXL auctions. See PIXL Rule 1080(n)(ii) which provides that ‘‘[o]nly one Auction may be conducted at a time in any given series or strategy.’’ 25 However, a simple Agency Order in one series that is submitted while an electronic auction is already in process with respect to a Complex Agency Order that includes the same series would not be rejected. Instead, a Solicitation Auction would be initiated for that incoming Agency Order offering each unique strategy or individual series the same opportunity to initiate an auction. This behavior is consistent with the handling of overlapping PIXL and Complex PIXL auctions. See PIXL Rule 1080(n)(ii). Complex Orders submitted during normal trading hours in a strategy which has not yet opened under Commentary .08 of Rule 1080 would cause the strategy to immediately open and a Solicitation Auction may be initiated. See proposed Rule 1081(i)(E). In addition, neither a Solicitation Auction for a simple Agency Order or Complex Agency Order may be initiated prior to the regular opening of all individual components of the Solicited simple or Complex Agency Order. 26 See proposed Rule 1081(i)(G). An SQT is an Exchange Registered Options Trader (‘‘ROT’’) who has received permission from the Exchange to generate and submit option quotations electronically through AUTOM in eligible options to which such SQT is assigned. An SQT may only submit such quotations while such SQT is physically present on the floor of the Exchange. See Rule 1014(b)(ii)(A). A RSQT is defined in Rule 1014(b)(ii)(B) as an ROT that is a member affiliated with a Remote Streaming Quote Trader Organization (‘‘RSQTO’’) with no physical trading floor presence who has received permission from the Exchange to generate and submit option quotations electronically in options to which such RSQT has been assigned. A qualified RSQT may function as a Remote Specialist upon Exchange approval. An RSQT may only submit such quotations electronically from off the floor of the Exchange. An RSQT may not submit option quotations in eligible options to which such RSQT is assigned to the extent that the RSQT is also approved as a Remote Specialist in the same PO 00000 Frm 00140 Fmt 4703 Sfmt 4703 5867 Consistent with the explanation the Exchange made in its filing proposing PIXL, the Exchange believes that in order to maintain fair and orderly markets, a market maker assigned in an option should not be solicited for participation in a Solicitation Auction by an Initiating Member. The Exchange believes that market makers interested in participating in transactions on the Exchange should do so by way of his/ her quotations, and should respond to Solicitation Auction notifications rather than create them by having an Initiating Member submitting Solicited Orders on the market maker’s behalf. Solicitation Auction Process Pursuant to proposed Rule 1081(ii)(A)(1), to begin the process the Initiating Member must mark the Agency Order and the Solicited Order for Solicitation Auction processing, and specify the stop price at which it seeks to cross the Agency Order with the Solicited Order. Once the Initiating Member has submitted an Agency Order and Solicited Order for processing pursuant to this subparagraph, such Agency Order and Solicited Order may not be modified or cancelled.27 Crossing Two Public Customer Orders Without a Solicitation Auction As noted above, the proposed rule change would enable a member to electronically execute an Agency Order, which is an order it represents on behalf of a public customer, broker-dealer, or any other entity, against a Solicited Order, which is a solicited limit order of a public customer, broker-dealer, or any other entity through the solicitation mechanism. However, pursuant to proposed Rule 1081(v), if a member enters an Agency Order for the account of a public customer paired with a Solicited Order for the account of public customer and if the paired orders adhere to the eligibility requirements of proposed Rule 1081(i), such paired orders would options. An RSQT may only trade in a market making capacity in classes of options in which he is assigned or approved as a Remote Specialist. An RSQTO is a member organization in good standing that satisfies the SQTO readiness requirements in Rule 507(a). 27 For clarity, Rule 1080(ii)(A)(l) does not apply to Complex Agency Orders. Rather, in a parallel provision, proposed Rule 1081(ii)(A)(2) provides that to initiate a Solicitation Auction in the case of a Complex Agency Order and Complex Solicited Order (a ‘‘Complex Solicitation Auction’’), the Initiating Member must mark the orders for Solicitation Auction processing, and specify the price (‘‘stop price’’) at which it seeks to cross the Complex Agency Order with the Complex Solicited Order. Once the Initiating Member has submitted the orders for processing pursuant to proposed Rule 1081(ii)(A)(1)–(2), they may not be modified or cancelled. E:\FR\FM\03FEN1.SGM 03FEN1 5868 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices rljohnson on DSK3VPTVN1PROD with NOTICES be automatically executed without a Solicitation Auction.28 The execution price for such paired public customer orders (except if they are Complex Orders) must be expressed in the minimum quoting increment applicable to the affected series.29 Such an execution may not trade through the NBBO or at the same price as any resting public customer order. If all-ornone orders are on the order book in the affected series, the public customer-topublic customer order may not be executed at a price at which the all-ornone order would be eligible to trade based on its limit price and size.30 In the case of a Complex Order, a public customer-to-public customer cross may only occur at a price which improves the calculated Phlx Best Bid/ Offer or ‘‘cPBBO’’ and improves upon the net limit price of any Complex Orders (excluding all-or-none) on the Complex Order book in the same strategy.31 If all-or-none Complex Orders 32 are on the Complex Order 28 The eligibility requirements require the orders to each be limit orders for at least 500 contracts (or, in the case of mini options, at least 5000 contracts) and be designated as all-or-none. The orders must match in size, and the limit prices must match or cross in price. The orders may not be stop or stop limit orders, must be marked with a time in force of day, good till cancelled or immediate or cancel. In the case of Complex Orders, the orders must be of a conforming ratio, and all component option legs of the order must be for at least 500 contracts (or, in the case of mini options, at least 5000 contracts). See proposed Rule 1081(i). The Exchange also accommodates the crossing of two public customer orders in PIXL. See Rule 1080(n). 29 The execution price for a Complex Order may be in $.01 increments. 30 All-or-none orders can only be submitted for non-broker-dealer customers. As stated above, allor-none orders are not considered when checking the acceptability of the stop price of an Agency Order. 31 The term ‘‘cPBBO’’ means the best net debit or credit price for a Complex Order Strategy based on the PBBO for the individual options components of such Complex Order Strategy, and, where the underlying security is a component of the Complex Order, the National Best Bid and/or Offer for the underlying security. See Rule 1080.08(a)(iv). 32 The Exchange’s trading system is capable of accepting all-or-none Complex Orders which are not, however, affirmatively permitted to be submitted under Exchange rules. Rule 1080.08 (b)(v) provides in part that ‘‘Complex Orders may be submitted as: All-or-none orders—to be executed in its entirety or not at all.’’ See Securities Exchange Act Release No. 72351 (June 9, 2014), 79 FR 33977 (June 13, 2014) (SR–Phlx–2014–39). Nevertheless, all-or-none Complex Orders may not be submitted at this time. The Exchange anticipates that it will file a proposed rule change to provide for the handling and execution of all-or-none Complex Orders and thereafter permit the trading system to accept them. The instant proposed rule change describes how the solicitation mechanism would deal with all-or-none Complex Orders once they are permitted under Exchange rules. Complex Agency Orders and Complex Solicited Orders provided for herein are not Complex Orders that would require filing of a proposed rule change in order to be submitted into the system. Complex Agency Orders VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 book in the same strategy, the public customer-to-public customer Complex Order may not be executed at a price at which the all-or-none Complex Order would be eligible to trade based on its limit price and size. The Exchange believes that permitting such executions would benefit public customers on both sides of the crossing transaction by providing speedy and efficient executions to public customer orders in this circumstance while maintaining the priority of public customer interest on the book. The proposed handling of a public customer Agency Order paired with a public customer Solicited Order is similar to the handling of a public customer PIXL Order paired with a public customer Initiating Order which is submitted into the PIXL mechanism.33 Solicitation Auction Notification Pursuant to proposed Rule 1081(ii)(A)(3), when the Exchange receives an order for Solicitation Auction processing, a Request for Response with the option details (meaning, the security, strike price, and expiration date), size and stop price, but not the side 34 of the Agency Order and the Solicitation Auction start time is then sent over the PHLX Orders data feed 35 and Specialized Quote Feed (‘‘SQF’’).36 The Exchange believes that providing option details, size, and stop price is sufficient information for participants to determine whether to submit responses to the Solicitation Auction.37 and Complex Solicited Orders, while all-or-none in character, are unique to the solicitation mechanism and are explicitly provided for herein. 33 See Rule 1080(n)(vi). 34 The Exchange states that, by omitting the side in the Request for Response, the system avoids disclosure of potentially material information that could move the market in the event the Agency Order does not trade at the conclusion of the Solicitation Auction. Market participants may enter Responses on both sides of the market. 35 The PHLX Orders data feed is designed to provide the real-time status of simple and Complex Orders on the Phlx order book directly to subscribers. This includes new orders and changes to orders resting on the Phlx book for all Phlx listed options. PHLX Orders also includes opening imbalance information, PIXL information and Complex Order Live Auction (‘‘COLA’’) data. 36 SQF is an interface that allows specialists and market makers to connect and send quotes into Phlx XL and assists them in responding to auctions and providing liquidity to the market. 37 CBOE Rule 6.74B(b)(1)(B) suggests that Agency Orders submitted to CBOE’s Solicitation Auction Mechanism include the proposed price at which an Agency Order is to be crossed with a solicited order, as well as the size of the order. According to Phlx, the rule does not specify that the side is to be indicated on the order. See also C2 Rule 6.52(b)(1)(B), which is similar. PO 00000 Frm 00141 Fmt 4703 Sfmt 4703 Solicitation Auction The Solicitation Auction process is described in proposed Rules 1081(ii)(A)(4)–(10). Following the issuance of the Request for Response, the Solicitation Auction would last for a period of 500 milliseconds 38 unless it is concluded as the result of any of the circumstances described below.39 Any person or entity may submit Responses to the Request for Response, provided such Response is properly marked specifying the price, size and side of the market at which it would be willing to participate in the execution of the Agency Order. The Exchange believes that permitting any person or entity to submit Responses to the Request for Response should attract Responses from all sources, maximizing the potential for liquidity in the Solicitation Auction and thus affording the Agency Order the best opportunity for price improvement. Responses would not be visible to Solicitation Auction participants, and would not be disseminated to the Options Price Reporting Authority (‘‘OPRA’’). A Response may be for any size up to the size of the Agency Order.40 The minimum price increment for Responses would be $0.01. A Response must be equal to or better than the NBBO on both sides of the market at the time of receipt of the Response. A Response with a price that is outside the NBBO at the time of receipt would be rejected.41 Multiple Responses from the 38 In April/May 2014, to determine whether the proposed Solicitation Auction timer would provide sufficient time to respond to a Request for Response, the Exchange polled all Phlx market makers, 20 of which responded. Of those that responded to the survey, 15 are currently responding to auctions on Phlx or intend to do so. 100% of those respondents indicated that their firm could respond to auctions with a duration of at least 50 milliseconds. Thus, the Exchange believes that the proposed Solicitation Auction duration of 500 milliseconds would provide a meaningful opportunity for participants on Phlx to respond to a Solicitation Auction, whether initiated by an Agency Order or a Complex Agency Order, while at the same time facilitating the prompt execution of orders. The Exchange notes that both ISE and Miami International Securities Exchange LLC (‘‘MIAX’’) rules provide for a 500 millisecond response time. See ISE Rule 716, Supplementary Material .04 and MIAX Rule 515A(b)(2)(i)(C). 39 Rule 1080(c)(ii)(C)(2), which states that Order Entry Firms must expose orders they represent as agent for at least one second before such orders may be automatically executed against solicited orders, is being amended to clarify that it does not apply to proposed Rule 1081, Solicitation Mechanism. See also proposed Rule 1081(ii)(A)(4). 40 Responses may not be submitted with an allor-none contingency. (Note, however, that all-ornone orders entered and present in the system at the end of the Solicitation Auction would be considered for execution, as discussed below.) 41 Similarly, in the case of Complex Order Responses, the Response must be equal to or better than the cPBBO on both sides, as defined in E:\FR\FM\03FEN1.SGM 03FEN1 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices same member may be submitted at different prices on either or both sides of the market during the Solicitation Auction. Responses may be modified or cancelled during the Solicitation Auction. The acceptance and handling of Responses to a Solicitation Auction is the same as the acceptance and handling of Responses today for a PIXL Auction.42 rljohnson on DSK3VPTVN1PROD with NOTICES Conclusion of the Solicitation Auction Proposed Rules 1081(ii)(B)(1)–(4) describe a number of circumstances that would cause the Solicitation Auction to conclude. Generally, it would conclude at the end of the Solicitation Auction period, except that it may conclude earlier: (i) any time the Phlx Best Bid/ Offer (‘‘PBBO’’) on the same side of the market as the Agency Order crosses the stop price (since further price improvement would be unlikely and any Responses offering improvement would be likely to be cancelled),43 or (ii) any time there is a trading halt on the Exchange in the affected series (or, in the case of a Complex Solicitation Auction, any time there is a trading halt on the Exchange in any component of a Complex Agency Order).44 Pursuant to proposed Rule 1081(ii)(C), if the Solicitation Auction concludes before the expiration of the Solicitation Auction period as the result of the PBBO, cPBBO or Complex Order book (excluding all-or-none Complex Orders) crossing the stop price as described in proposed Rules 1081(ii)(B)(2) and 1081(ii)(B)(3), the entire Agency Order would be executed using the allocation algorithm set forth in proposed Rule 1081(ii)(E). The algorithm is described below under the heading ‘‘Order Allocation’’. Also pursuant to proposed Rule 1081(ii)(C), if the Solicitation Auction concludes before the expiration of the Commentary .08(a)(iv) of Rule 1080 at the time of receipt of the Complex Order Response but need not improve upon the limit of orders on the CBOOK. A Complex Order Response submitted with a price that is outside the cPBBO at the time of receipt would be rejected. See proposed Rule 1081(ii)(A)(9). 42 See Rule 1080(n). 43 In the case of a Complex Solicitation Auction, it would end any time the cPBBO or the Complex Order book, excluding all-or-none Complex Orders, on the same side of the market as the Complex Agency Order, crosses the stop price. See proposed Rule 1081(ii)(B)(3). 44 Trading on the Exchange in any option contract is halted whenever trading in the underlying security has been paused or halted by the primary listing market. See Rule 1047(e). See also Securities Exchange Act Release No. 62269 (June 10, 2010), 75 FR 34491 (June 17, 2010) (SR-Phlx-2010–82). Any executions that occur during any latency between the pause or halt in the underlying security and the processing of the halt on the Exchange are nullified pursuant to Rule 1092(c)(iv)(B). VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 Solicitation Auction period as the result of a trading halt, the entire Agency Order or Complex Agency Order would be executed solely against the Solicited Order or Complex Solicited Order at the stop price and any unexecuted Responses would be cancelled.45 Responses and other interest present in the system would not be considered for trading against the Agency Order in the case of a trading halt. The Exchange believes that this is appropriate since the participants representing tradable interest in the Solicitation Auction have not ‘stopped’ the Agency Order in its entirety and would have no means after the auction executions occur to offset the trading risk they would incur because the market is halted if they were permitted to execute against the Agency Order in this instance. However, the Solicited Order ‘stopped’ the Agency Order when the order was submitted into the Solicitation Auction and would therefore execute against the Agency Order if the Solicitation Auction concludes before the expiration of the Solicitation Auction period as the result of a trading halt. Furthermore, when Agency and Solicited Orders are submitted into the Solicitation Auction, the stop price must be equal to or improve the NBBO and be at least $0.01 better than any public customer non-contingent limit orders on the Phlx order book. The Exchange believes that public customer interest submitted to Phlx after submission of the Agency and Solicited Orders but prior to the trading halt should not prevent the Agency Order from being executed at the stop price since such public customer interest was not present at the time the Agency Order was ‘stopped’ by the Solicited Order. Entry of an unrelated market or marketable limit order on the opposite side of the market from the Agency Order received during the Solicitation Auction would not cause the Solicitation Auction to end early. Rather, the unrelated order would execute against interest outside the Solicitation Auction (if marketable against the PBBO) or would post to the book and then route if eligible for routing (in the case of an order marketable against the NBBO but not against the PBBO), pursuant to proposed Rule 1081(ii)(D). If contracts remain from such unrelated order at the time the Solicitation Auction ends, the total 45 The Exchange’s PIXL auction features similar functionality. Pursuant to Rule 1080(n)(ii)(C), in the case of a trading halt on the Exchange in the affected series, a PIXL Order will be executed solely against the Initiating Order at the stop price and any unexecuted PAN responses will be cancelled. PO 00000 Frm 00142 Fmt 4703 Sfmt 4703 5869 unexecuted volume of such unrelated interest would be considered for participation in the order allocation process, regardless of the number of contracts in relation to the Solicitation Auction size, described in proposed Rule 1081(ii)(E).46 The handling of unrelated opposite side interest which is received during the Solicitation Auction is the same as the handling of unrelated opposite side interest which is received during a PIXL Auction.47 Participants submitting such unrelated interest may not be aware that an auction is in progress and should therefore be able to access firm quotes that comprise the NBBO without delay. Considering such unrelated interest which remains unexecuted upon receipt for participation in the order allocation process described in proposed Rule 1081(ii)(E) would increase the number of contracts against which an Agency Order could be executed, and should therefore create more opportunities for the Agency Order to be executed at better prices. Order Allocation The allocation of orders executed upon the conclusion of a Solicitation Auction would depend upon whether the Solicitation Auction has yielded sufficient improving interest to improve the price of the entire Agency Order. As noted above, all contracts of the Agency Order would trade at an improved price against non-solicited contra-side interest or, in the event of insufficient improving interest to improve the price of the entire Agency Order, at the stop price against the Solicited Order. Consideration of All-or-None Interest. All-or-none interest of a size which could potentially be executed consistent with its all-or-none contingency is considered when determining whether there is sufficient size to execute Agency Orders which are not Complex Agency Orders at price(s) better than the stop price. However, pursuant to proposed Rule 1081(ii)(E)(5), when 46 Similarly, pursuant to proposed Rule 1081(ii)(D), in the case of a Complex Solicitation Auction, an unrelated market or marketable limit Complex Order on the opposite side of the market from the Complex Agency Order as well as orders for the individual components of the unrelated Complex Order received during the Complex Solicitation Auction would not cause the Complex Solicitation Auction to end early and would execute against interest outside of the Complex Solicitation Auction. If contracts remain from such unrelated Complex Order at the time the Complex Solicitation Auction ends, the total unexecuted volume of such unrelated interest would be considered for participation in the order allocation process, regardless of the number of contracts in relation to the Complex Solicitation Auction size, described in proposed Rule 1081(ii)(E). 47 See Rule 1080(n)(ii)(D). E:\FR\FM\03FEN1.SGM 03FEN1 5870 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices rljohnson on DSK3VPTVN1PROD with NOTICES determining if there is sufficient size to execute Complex Agency Orders at a price(s) better than the stop price, no all-or-none interest of any size would be considered. If there is sufficient size to execute the entire Complex Agency Order at a price(s) better than the stop price irrespective of any all-or-none interest that may be present, then all-ornone interest would be considered for trade and executed if possible. This difference in behavior is due to a system limitation relating to all-or-none Complex Orders.48 The Exchange believes this behavior is not impactful since all-or-none Complex Orders are rare 49 and if sufficient size exists to execute the entire Complex Agency Order at an improved price, the all-ornone Complex Order would be considered for trade and executed if possible. In all Solicitation Auctions, all-ornone interest would be executed pursuant to normal priority rules, except that it would not be executed if the all-or-none contingency cannot be satisfied. If an execution which can adhere to the all-or-none contingency is not possible, such all-or-none interest would be ignored and would remain on the order book or be cancelled if such interest is an immediate or cancel order. For example, assume an Agency Order to buy 1000 contracts stopped by a Solicited Order at $2.00 is entered when the PBBO is $1.90–$2.10. Assume that during the Solicitation Auction, Responses are received to sell 700 contracts at $1.97 and sell 150 contracts at $1.99. In addition, assume an order to sell 300 contracts at $1.98 with an allor-none contingency is received. At the end of the Solicitation Auction, the system would consider the all-or-none order when determining if there is sufficient size to execute the Agency Order at a price(s) better than the stop price since the all-or-none contingency can be satisfied by an execution. In this example, at the end of the Solicitation Auction, the Agency Order would execute against improving interest with 700 contracts executing at $1.97 and 300 contracts (representing the all-or-none order) executing at $1.98. Consider a similar scenario whereby the Responses received were to sell 700 contracts at $1.97 and sell 300 contracts at $1.99 and 48 All-or-none simple orders reside with simple orders on the book. By contrast, all-or-none Complex Orders reside in a separate book, in a different part of the trading system. Thus aggregation of all-or-none Complex Orders with other Complex Orders is a more difficult process than aggregation of all-or-none simple orders with other simple orders. 49 The Exchange reviewed six months of data which showed that all-or-none Complex Orders represented only 0.12% of all Complex Orders. VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 an all-or-none order to sell 500 contracts at $1.98 was received. In this scenario, the system would not consider the allor-none order when determining if there is sufficient size to execute the Agency Order at a price(s) better than the stop price since the all-or-or none contingency cannot be satisfied by an execution. However, excluding the allor-none order, the Agency Order can still be satisfied at a price(s) better than the stop price. In this scenario, at the end of the Solicitation Auction, the Agency Order would execute against improving interest with 700 contracts executing at $1.97 and 300 contracts executing at $1.99. The 500 contract allor-none order does not execute because the all-or-none contingency cannot be satisfied. Similarly, assume a Complex Agency Order to buy 1000 contracts stopped by a Complex Solicited Order at $2.00 is entered when the cPBBO is $1.90–$2.10. Assume that during the Solicitation Auction a Response is received to sell 900 contracts at $1.98 and an all-ornone Complex Order is received to sell 150 contracts at $1.99. At the end of the Solicitation Auction involving a Complex Order, the system does not consider all-or-none interest in determining whether it can execute the Complex Agency Order at a better price than the stop price. In this case, excluding the all-or-none Complex Order, only 900 contracts are available to sell at a better price than the stop price. Therefore, the Complex Agency Order would trade against the Solicited Order at the $2.00 stop price. The allor-none contracts would not be included because although more than 1000 contracts are offered at a better price than the $2.00 stop price, the system cannot both trade best prices first and adhere to the contingency of the all-or-none order while ensuring that the Agency Order trades 1000 contracts. If, however, the example is changed and Responses are received to sell 900 contracts at $1.98 and sell 100 contracts at $1.99 and an order to sell 100 contracts at $1.98 all-or-none is received, at the end of the Solicitation Auction involving this Complex Order, there is enough interest which is not allor-none to satisfy the Complex Agency Order at a better price than the $2.00 stop price. Therefore, the Agency Order would be executed against the 900 lot at $1.98 and the remaining 100 contracts executed against the all-or-none Complex Order at $1.98. Solicitation Auction with Sufficient Improving Interest. Pursuant to the proposed Rule 1081(ii)(E)(1) algorithm, if there is sufficient size (considering all resting orders, quotes and Responses) to PO 00000 Frm 00143 Fmt 4703 Sfmt 4703 execute the entire Agency Order at a price or prices better than the stop price, the Agency Order would be executed against such better priced interest with public customers having priority at each price level. After public customer interest at a particular price level has been satisfied, including all-or-none orders with a size which can be satisfied, remaining contracts would be allocated among all Exchange quotes, orders and Responses in accordance with Rules 1014(g)(vii)(B)(1)(b) and (d), and the Solicited Order would be cancelled.50 Example of Solicitation Auction with Sufficient Improving Interest. To illustrate a case where a Solicitation Auction yields enough improving interest to better the stop price and the application of the proposed Rule 1081(ii)(E)(1) algorithm, assume the NBBO is $0.95–$1.03, and a buy side Agency Order for 1000 contracts is 50 Similarly, pursuant to proposed Rule 1081(ii)(E)(3), in the case of a Complex Solicitation Auction, if there is sufficient size (considering resting Complex Orders and Responses) to execute the entire Complex Agency Order at a price(s) better than the stop price, the Complex Agency Order would be executed against better priced Complex Orders, Responses, as well as quotes and orders which comprise the cPBBO at the end of the Complex Solicitation Auction. (The cPBBO is not considered in determining whether there is sufficient improving size because the market and/ or size of the individual components can change between the calculation of sufficient size and the actual execution.) Such interest would be allocated at a given price in the following order: (i) to public customer Complex Orders and Responses in time priority; (ii) to SQT, RSQT, and non-SQT ROT Complex Orders and Responses on a size pro-rata basis; (iii) to non-market maker off-floor brokerdealer Complex Orders and Responses on a size pro-rata basis, and (iv) to quotes and orders which comprise the cPBBO at the end of the Complex Solicitation Auction with public customer interest being satisfied first in time priority, then to SQT, RSQT, and non-SQT ROT interest satisfied on a size pro-rata basis, and lastly to non-market maker offfloor broker-dealers on a size pro-rata basis. This allocation methodology is consistent with the allocation methodology utilized for a Complex Order executed in PIXL. In addition, providing public customer’s with priority over SQT, RSQT, and non-SQT ROTs, who in turn have priority over non-market maker off-floor broker-dealers is the same priority scheme used for regular orders. See Rule 1014(g). When determining if there is sufficient size to execute the entire Complex Agency Order at a price(s) better than the stop price, if the short sale price test in Rule 201 of Regulation SHO is triggered for a covered security, Complex Orders and Responses which are marked ‘‘short’’ will not be considered because of the possibility that a short sale price restriction may apply during the interval between assessing for adequate size and the execution of the Complex Agency Order. However, if there is sufficient size to execute the entire Complex Agency Order at a price(s) better than the stop price irrespective of any covered securities for which the price test is triggered that may be present, then all Complex Orders and Responses which are marked ‘‘short’’ will be considered for allocation in accordance with proposed Rule 1081(ii)(J)(3). E:\FR\FM\03FEN1.SGM 03FEN1 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices rljohnson on DSK3VPTVN1PROD with NOTICES submitted with a contra-side Solicited Order to stop the Agency Order at $1.00. During the Solicitation Auction, assume a market maker (‘‘MM1’’) Response is submitted to sell 800 contracts at $0.97, a broker-dealer Response is submitted to sell 100 contracts at $0.99, and a public customer sends in an order, outside of the Solicitation Auction, to sell 100 contracts at $0.99. Upon receipt of the public customer order, the NBBO changes to $0.95–$0.99. In addition, assume two market makers send in quotes of $0.95–$0.99 during the Solicitation Auction. Market Maker 2 (‘‘MM2’’) quotes $0.95–$0.99 with 100 contracts and Market Maker 3 (‘‘MM3’’) quotes $0.95–$0.99 with 50 contracts. At the end of the Solicitation Auction, since there is enough interest to execute the entire Agency Order at a price(s) better than the stop price, the Agency Order would be executed against the better priced interest as follows: — the Agency Order trades 800 contracts at $0.97 against MM1 Response; — the Agency Order trades 100 contracts at $0.99 against public customer; — the Agency Order trades 67 contracts at $0.99 against MM2 quote (pro-rata allocation); and — the Agency Order trades 33 contracts at $0.99 against MM3 quote (pro-rata allocation). The broker-dealer does not trade any contracts since broker-dealer orders execute only after all public customer and market maker interest is satisfied. The unexecuted Solicited Order and broker-dealer Response are cancelled back to the sending participants.51 51 To illustrate a Complex Solicitation Auction with enough improving interest and the operation of proposed Rule 1081(ii)(E)(3), assume that a Complex Order to buy one of option A and sell one of option B, 1000 times, with a cPBBO of $0.40 bid, $0.70 offer, is submitted with a stop price of $0.65. Assume that during the Solicitation Auction, the following Responses and order interest are received: a market maker (‘‘MM1’’) responds to sell the strategy 100 times at a price of $0.55; MM1 responds to sell the strategy 100 times at a price of $0.60; a broker-dealer responds to sell the strategy 400 times at a price of $0.60; a public customer Complex Order to sell the strategy 300 times at a price of $0.60; and another market maker (‘‘MM2’’) responds to sell the strategy 200 times at $0.60. After all these Responses and orders are received, option A of the simple market moves causing the cPBBO to become offered 200 times at $0.60. Option A is quoted in the simple market as $1.00– $1.10 and Option B is quoted in the simple market as $0.50–$0.60. At the end of the Solicitation Auction, the Complex Agency Order would be executed as follows: the Complex Agency Order trades 100 contracts at $0.55 against MM1; the Complex Agency Order trades 300 contracts at $0.60 against public customer; the Complex Agency Order trades 100 contracts at $0.60 against MM1; the Complex Agency Order trades 200 contracts at $0.60 against MM2; the Complex Agency Order VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 Solicitation Auction with Insufficient Improving Interest. Pursuant to proposed Rule 1081(ii)(E)(2), if there is not sufficient size (considering all resting orders, quotes and Responses) to execute the entire Agency Order at a price(s) better than the stop price, the Agency Order would be executed against the Solicited Order at the stop price provided such price is better than the limit of any public customer order (excluding all-or-none) on the limit order book, on either the same side as or the opposite side of the Agency Order, and equal to or better than the contra-side PBBO.52 Otherwise, both the Agency Order and Solicited Order would be cancelled without a trade occurring. This proposed behavior ensures non-contingent public customer orders on the limit order book maintain priority. While the Exchange recognizes that at least one other solicitation mechanism offered by another exchange considers public customer orders on the limit order book at the stop price when determining if there is sufficient improving interest to satisfy the Agency Order, the proposed solicitation mechanism offered on Phlx would not consider such interest.53 The Exchange believes that requiring the stop price to be at least $0.01 better than any public customer interest on the limit order book ensures public customer priority of existing interest and in turn provides the Solicited Order participant certainty that if an execution occurs at the stop price, such execution would represent trades 300 contracts at $0.60 against the brokerdealer; and the Solicited Order and the residual unexecuted contracts of the broker-dealer Response are cancelled. 52 Proposed Rule 1081(ii)(E)(2) does not apply to Complex Solicitation Auctions. Rather, a parallel provision, proposed Rule 1081(ii)(E)(4), provides that in a Complex Solicitation Auction, if there is not sufficient size (considering resting Complex Orders and Responses) to execute the entire Complex Agency Order at a price(s) better than the stop price, the Complex Agency Order would be executed against the Solicited Order at the stop price, provided such stop price is better than the limit of any public customer Complex Order (excluding all-or-none) on the Complex Order book, better than the cPBBO when a public customer order (excluding all-or-none) is resting on the book in any component of the Complex Agency Order, and equal to or better than the cPBBO on the opposite side of the Complex Agency Order. This proposed behavior ensures non-contingent public customers on the limit order book maintain priority. Otherwise, both the Complex Agency Order and the Solicited Order would be cancelled with no trade occurring. 53 See ISE Rule 716(e)(2)(i) which provides in part that in the case of insufficient improving interest ‘‘[i]f there are Priority Customer Orders on the Exchange on the opposite side of the Agency Order at the proposed execution price and there is sufficient size to execute the entire size of the Agency Order, the Agency Order will be executed against the bid or offer, and the solicited order will be cancelled.’’ PO 00000 Frm 00144 Fmt 4703 Sfmt 4703 5871 the Solicited Order and not interest which arrived after the Solicited Order participant stopped the Agency Order for its entire size. Example of Solicitation Auction with Insufficient Improving Interest. To illustrate a case where the Solicitation Auction has not yielded sufficient interest to improve the price for the entire Agency Order, assume the NBBO is $0.97–$1.03, and a buy side Agency Order for 1000 contracts is submitted with a contra-side Solicited Order to stop the Agency Order at $1.00. During the Solicitation Auction, assume a Response is submitted to sell 100 contracts at $0.97 and another to sell 100 contracts at $0.99. At the end of the Solicitation Auction period, since there is not enough interest to execute the entire Agency Order at a price(s) better than the stop price, the Agency Order would be executed at $1.00 against the Solicited Order. The unexecuted Responses are then cancelled back to the sending participant.54 Proposed Rule 1081(ii)(E)(6) provides that a single quote, order or Response shall not be allocated a number of contracts that is greater than its size. Finally, proposed Rule 1081(ii)(E)(7) provides that a Complex Agency Order consisting of a stock/ETF component would not execute against interest comprising the cPBBO at the end of the Complex Solicitation Auction.55 Legging of a stock/ETF component would introduce the risk of a participant not receiving an execution on all components of the Complex Order and is therefore not considered as a means 54 To illustrate a Complex Solicitation Auction that yields insufficient improving interest and the operation of proposed Rule 1081(ii)(E)(4), assume a Complex Order to buy one of option A and sell one of option B, 1000 times, with a cPBBO of $0.40 bid, $0.70 offer, is submitted with a stop price of $0.65. Assume that during the Complex Solicitation Auction, the following Responses and order interest are received: a market maker (‘‘MM1’’) responds to sell the strategy 100 times at a price of $0.55; MM1 responds to sell the strategy 100 times at a price of $0.60; a broker-dealer responds to sell the strategy 300 times at a price of $0.60; and another market maker (‘‘MM2’’) responds to sell the strategy 200 times at $0.60. At the end of the Complex Solicitation Auction, since there is not sufficient size to execute the entire Complex Agency Order at a price(s) better than the stop price, the Complex Agency Order executes at the stop price of $0.65 against the Solicited Order. All unexecuted Responses are cancelled back to the sending participants. 55 This provision parallels PIXL Rule 1080(n)(ii)(E)(2)(g) and is being proposed for the same reasons explained in the Complex PIXL Filing. This limitation is also consistent with the handling of Complex Orders that include a stock/ ETF component and are entered into the Phlx XL system. Commentary .08(a)(i) to Rule 1080 states, for example, that stock-option orders can only be executed against other stock-option orders and cannot be executed by the System against orders for the individual components. E:\FR\FM\03FEN1.SGM 03FEN1 5872 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices of executing a Complex Order which includes a stock/ETF component. The Exchange believes that introducing the risk of inability to fully execute a complex strategy is counterproductive to, and inconsistent with, the effort to allow Complex Orders in the solicitation mechanism. rljohnson on DSK3VPTVN1PROD with NOTICES Miscellaneous Provisions Proposed Rules 1081(ii)(F) through (I) address the handling of the Agency Order and other orders, quotes and Responses when certain conditions are present. Pursuant to proposed Rule 1081(ii)(F), if the market moves following the receipt of a Response, such that there are Responses that cross the then-existing NBBO (provided such NBBO is not crossed) at the time of the conclusion of the Solicitation Auction, such Responses would be executed, if possible, at their limit price(s).56 Since Responses may be cancelled at any time prior to the conclusion of the Solicitation Auction, the Exchange believes that this behavior is, at best, highly unlikely as participants would cancel Responses when better priced interest that they could trade against is present in the marketplace. This behavior is consistent with the current handling of PAN Responses in a PIXL Auction. Proposed Rule 1081(ii)(G) provides that if the Solicitation Auction price when trading against non-solicited interest (except if it is a Complex Solicitation Auction) would be the same as or cross the limit of an order (excluding an all-or-none order) on the limit order book on the same side of the market as the Agency Order, the Agency Order may only be executed at a price that is at least $0.01 better than the resting order’s limit price provided such execution price improves the stop price. If such execution price would not improve the stop price, the Agency Order would be executed at a price which is $0.01 better for the Agency Order than the stop price provided the price does not equal or cross a public customer order and is equal to or improves upon the PBBO on the opposite side of the Agency Order.57 If 56 Similarly, in the case of a Complex Solicitation Auction, if there are Responses that cross the thenexisting cPBBO at the time of conclusion of the Complex Solicitation Auction, such Responses would be executed, if possible, at their limit prices. This provision parallels PIXL Rule 1080(n)(ii)(F). 57 See also PIXL Rule 1080(n)(ii)(H). Proposed Rule 1081(ii)(G) does not apply to Complex Solicitation Auctions. Rather, a parallel provision, proposed Rule 1081(ii)(H), provides that if the Complex Solicitation Auction price when trading against non-solicited interest would be the same as or cross the limit of that of a Complex Order (excluding all-or-none) on the Complex Order Book VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 such price is not possible, the Agency Order and Solicited Order would be cancelled with no trade occurring. For example, assume the NBBO is $1.03– $1.10 when an order is submitted into the Solicitation Auction, that the Agency Order is buying and that the order is stopped at $1.05. The $1.03 bid is an order on Phlx. During the Solicitation Auction a Response arrives to sell at $1.03. At the end of the Solicitation Auction, if the Response to sell at $1.03 can fully satisfy the Agency Order, the auction price would be $1.03 but, since that price is the same as the price of a resting order on the book, the Agency Order would trade against the Response at $1.04 (an improvement of $0.01 over the resting order’s limit). By contrast, assume a case where the NBBO is $1.03–$1.10 and where during the Auction an unrelated non-customer order to pay $1.04 is received. This order rests on the book and the NBBO becomes $1.04–$1.10. Assume the same stop price of $1.05 for an Agency Order to buy, and the receipt of a Response to sell at $1.04 which can fully satisfy the Agency order. At the end of the Solicitation Auction, the auction price would be $1.04 which equals the resting order on the book. In this case, if the trade were executed with $0.01 improvement over the resting order limit (that is, if the trade were executed at $1.05) the execution would be at the stop price. The system would not consider the origin of the resting order but ensures the priority of such order, regardless of origin by requiring that any execution occur at a price which improves upon the limit of a resting order by at least $0.01. In addition, the system only would permit the Solicited Order and no other interest to trade against the Agency Order at the stop price since the Solicited Order stopped the entire size Agency Order at a price which was required upon receipt to be equal to or improve the NBBO and to be at least $0.01 improvement over any public customer orders resting on the on the same side of the market as the Complex Agency Order, the Complex Agency Order may only be executed at a price that improves the resting order’s limit price by at least $0.01, provided such execution price improves the stop price. If such execution price would be equal to or would not improve the stop price, the Agency Order would be executed $0.01 better than the stop price provided the price does not equal or cross a non-all-or-none public customer Complex Order or a non-all-ornone public customer order present in the cPBBO on the same side as the Complex Agency Order in a component of the Complex Order Strategy and is equal to or better than the cPBBO on the opposite side of the Complex Agency Order. If such price is not possible, the Agency Order and Solicited Order would be cancelled with no trade occurring. This functionality is consistent with that of Complex PIXL auctions. PO 00000 Frm 00145 Fmt 4703 Sfmt 4703 Phlx limit order book, thereby establishing priority at the stop price. Therefore, the execution price in this case ($1.04) would be $0.01 better than the stop price. This system logic ensures that the Agency Order receives a better priced execution than the stop price when trading against interest other than the Solicited Order. Proposed Rule 1081(ii)(I) provides that any unexecuted Responses or Solicited Orders would be cancelled at the end of the Solicitation Auction. This behavior is consistent with the handling of unexecuted PAN Responses and Initiating Orders in PIXL.58 Both Responses and Solicited Orders are specifically entered into the Solicitation Auction to trade against the Agency Order. The Exchange believes that cancelling the unexecuted portion of Responses and Solicited Orders is consistent with the expected behavior of such interest by the submitting participants. Complex Agency Orders With Stock/ ETF Components Proposed Rule 1081(ii)(J) deals with Complex Agency Orders with stock or ETF components and generally tracks Rule 1080(n)(ii)(J) applicable to PIXL. Proposed Rule 1081(ii)(J)(1) states that member organizations may only submit Complex Agency Orders, Complex Solicited Orders, Complex Orders and/ or Responses with a stock/ETF component if such orders/Responses comply with the Qualified Contingent Trade Exemption from Rule 611(a) of Regulation NMS pursuant to the Act. Member organizations submitting such orders with a stock/ETF component represent that such orders comply with the Qualified Contingent Trade Exemption. Members of FINRA or the NASDAQ Stock Market (‘‘NASDAQ’’) are required to have a Uniform Service Bureau/Executing Broker Agreement (‘‘AGU’’) with Nasdaq Execution Services LLC (‘‘NES’’) in order to trade orders containing a stock/ETF component; firms that are not members of FINRA or NASDAQ are required to have a Qualified Special Representative (‘‘QSR’’) arrangement with NES in order to trade orders containing a stock/ETF component. Proposed Rule 1081(ii)(J)(2) provides that where one component of a Complex Agency Order, Complex Solicited Order, Complex Order or Response is the underlying security, the Exchange shall electronically communicate the underlying security component of the Complex Agency Order (together with the Complex Solicited Order or 58 See E:\FR\FM\03FEN1.SGM Rule 1080(n)(ii)(I). 03FEN1 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices Response, as applicable) to NES, its designated broker-dealer, for immediate execution. Such execution and reporting would occur otherwise than on the Exchange and would be handled by NES pursuant to applicable rules regarding equity trading. Finally, proposed Rule 1081(ii)(J)(3) states that when the short sale price test in Rule 201 of Regulation SHO 59 is triggered for a covered security, NES would not execute a short sale order in the underlying covered security component of a Complex Agency Order, Complex Solicited Order, Complex Order or Response if the price is equal to or below the current national best bid.60 However, NES would execute a short sale order in the underlying covered security component of a Complex Agency Order, Complex Solicited Order, Complex Order or Response if such order is marked ‘‘short exempt,’’ regardless of whether it is at a price that is equal to or below the current national best bid.61 If NES could not execute the underlying covered security component of a Complex Agency Order, Complex Solicited Order, Complex Order or Response in accordance with Rule 201 of Regulation SHO, the Exchange would cancel back the Complex Agency Order, Complex Solicited Order, Complex Order or Response to the entering member organization. For purposes of this paragraph, the term ‘‘covered security’’ has the same meaning as in Rule 201(a)(1) of Regulation SHO.62 rljohnson on DSK3VPTVN1PROD with NOTICES Regulatory Issues The proposed rule change contains two paragraphs describing prohibited practices when participants use the solicitation mechanism. These new 59 17 CFR 242.201. See Securities Exchange Act Release No. 61595 (February 26, 2010), 75 FR 11232 (March 10, 2010). See also Division of Trading and Markets: Responses to Frequently Asked Questions Concerning Rule 201 of Regulation SHO, January 20, 2011 (‘‘SHO FAQs’’) at www.sec.gov/divisions/ marketreg/mrfaqregsho1204.htm. 60 The term ‘‘national best bid’’ is defined in SEC Rule 201(a)(4). 17 CFR 242.201(a)(4). 61 The Exchange notes that a broker or dealer may mark a sell order ‘‘short exempt’’ only if the provisions of SEC Rule 201(c) or (d) are met. 17 CFR 242.200(g)(2). Since NES and the Exchange do not display the stock or ETF portion of a Complex Order, however, a broker-dealer should not mark the short sale order ‘‘short exempt’’ under Rule 201(c). See SHO FAQs Question and Answer Nos. 4.2, 5.4, and 5.5. See also Securities Exchange Act Release No. 63967 (February 25, 2011), 76 FR 12206 (March 4, 2011) (SR-Phlx-2011–27) (discussing, among other things, Complex Orders marked ‘‘short exempt’’) and the Complex PIXL Filing. The system would handle short sales of the orders and Responses described herein the same way it handles the short sales discussed in the Complex PIXL Filing. 62 17 CFR 242.201(a)(4). VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 provisions track similar provisions in the PIXL rule.63 Proposed Rule 1081(iii) states that the Solicitation Auction may be used only where there is a genuine intention to execute a bona fide transaction. It would be considered a violation of proposed Rule 1081 and would be deemed conduct inconsistent with just and equitable principles of trade and a violation of Rule 707 if an Initiating Member submits an Agency Order (thereby initiating a Solicitation Auction) and also submits its own Response in the same Solicitation Auction. The purpose of this provision is to prevent Solicited Members from submitting an inaccurate or misleading stop price or trying to improve their allocation entitlement by participating with multiple expressions of interest. Proposed Rule 1081(iv) states that a pattern or practice of submitting unrelated orders or quotes that cross the stop price causing a Solicitation Auction to conclude before the end of the Solicitation Auction period would be deemed conduct inconsistent with just and equitable principles of trade and a violation of Rule 707. Definition of Professional in Rule 1000(b)(14) In addition to proposing Rule 1081, the Exchange also proposes an amendment to Rule 1000(b)(14). In 2010, the Exchange amended its priority rules to give certain non-broker-dealer orders the same priority as broker-dealer orders. In so doing, the Exchange adopted a new defined term, the ‘‘professional,’’ for certain persons or entities.64 Rule 1000(b)(14) defines professional as a person or entity that (i) is not a broker or dealer in securities, and (ii) places more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s). A professional account is treated in the same manner as an offfloor broker-dealer for purposes of Phlx Rule 1014(g), to which the trade allocation algorithm described in proposed Rule 1081(ii)(E)(1) refers. However, Rule 1000(b)(14) also currently states that all-or-none professional orders would be treated like customer orders. The Exchange proposes to amend Rule 1000(b)(14) by (i) specifying that orders submitted pursuant to Rule 1081 for the accounts of professionals would be treated in the same manner as off-floor broker-dealer orders for purposes of Rule 1014(g), and 63 See Rules 1080(n)(iii) and (iv). Securities Exchange Act Release No. 61802 (March 30, 2010), 75 FR 17193 (April 5, 2010) (approving SR–Phlx–2010–05). 64 See PO 00000 Frm 00146 Fmt 4703 Sfmt 4703 5873 (ii) adding proposed Rule 1081 to the list of rules for the purpose of which a professional would be treated in the same manner as an off-floor brokerdealer. The effect of these changes to Rule 1014 is that professionals would not receive the same priority afforded to public customers in a Solicitation Auction under proposed Rule 1081, and instead would be treated as brokerdealers in this regard. III. Proceedings to Determine Whether to Approve or Disapprove SR–Phlx– 2014–66 and Grounds for Disapproval Under Consideration The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 65 to determine whether the proposed rule change should be approved or disapproved.66 Institution of such proceedings is appropriate at this time in view of the legal and policy issues that are raised by the proposal and are discussed below. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the issues involved. Rather, as described in greater detail below, the Commission seeks and encourages interested persons to comment on the proposal and inform the Commission’s analysis whether to approve or disapprove the proposed rule change. Pursuant to Section 19(b)(2)(B) of the Act, the Commission is providing notice of the grounds for disapproval under consideration. The Commission is instituting proceedings to allow for additional analysis of, and input from, commenters with regard to the proposed rule change’s consistency with Section 6 of the Act, and in particular Sections 6(b)(5).67 Section 6(b)(5) requires that the rules of an exchange be designed, among other things, to prevent fraudulent and manipulative acts and practices, 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 and, in general, to protect investors and the public interest; and are not designed to 65 15 U.S.C. 78s(b)(2)(B). 19(b)(2)(B) of the Act provides that proceedings to determine whether to disapprove a proposed rule change must be concluded within 180 days of the date of publication of notice of the filing of the proposed rule change. The time for conclusion of the proceedings may be extended for up to an additional 60 days if the Commission finds good cause for such extension and publishes its reasons for so finding or if the self-regulatory organization consents to the extension. 67 15 U.S.C. 78f(b)(5). 66 Section E:\FR\FM\03FEN1.SGM 03FEN1 5874 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices permit unfair discrimination between customers, issuers, brokers, or dealers.68 IV. Procedure: Request for Written Comments The Commission requests that interested persons provide written submissions of their views, data and arguments with respect to the concerns identified above, as well as any others they may have with the proposal. In particular, the Commission invites the written views of interested persons concerning whether the proposed rule change is inconsistent with Section 6 or any other provision, of the Act, or the rules and regulations thereunder. Although there do not appear to be any issues relevant to approval or disapproval that would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to Rule 19b-4, any request for an opportunity to make an oral presentation.69 In addition to any other facets of the proposal on which persons may seek to comment, the Commission is soliciting the views of interested persons regarding provisions of the proposed rule change concerning the handling of all-or-none orders. The Commission notes that, in the case of a Solicitation Auction for simple orders, all interest on the opposite side of the Agency Order would be considered in determining whether the price has been improved for the full size of the Agency Order.70 However, in the case of a Complex Order auction, all-or-none interest would not be considered.71 As discussed above, the Exchange explains that this difference is due to a system limitation relating to all-or-none Complex Orders: ‘‘All-or-none simple orders reside with simple orders on the book. By contrast, all-or-none Complex Orders reside in a separate book, in a different part of the trading system. Thus aggregation of all-or-none Complex Orders with other Complex Orders in order to determine the presence of sufficient improving interest is a more difficult process than aggregation of all-or-none simple orders with other simple orders.’’ 68 15 U.S.C. 78f(b)(5). 19(b)(2) of the Act, as amended by the Securities Act Amendments of 1975, Pub. L. 94–29 (June 4, 1975), grants the Commission flexibility to determine what type of proceeding—either oral or notice and opportunity for written comments—is appropriate for consideration of a particular proposal by a self-regulatory organization. See Securities Act Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 70 See proposed Rule 1081(ii)(E)(1). 71 See proposed Rule 1081(ii)(E)(5). rljohnson on DSK3VPTVN1PROD with NOTICES 69 Section VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 The Commission notes the impact that the proposed difference in treatment of all-or-none Complex Orders would have. For example, if a proposed cross was submitted to the Solicitation Auction for 1000 contracts at a certain price, and during the auction period an all-or-none order for the full 1000 contracts was received by the Exchange in its Complex Order book at a superior price, the Agency Order nonetheless would be awarded to the solicited party at the stop price. As discussed above, Phlx argues that not counting all-ornone interest in the case of all-or-none Complex Orders would not be impactful, maintaining that all-or-none Complex Orders are rare.72 The Commission seeks comment on this feature of the Solicitation Mechanism. The Commission notes that a critical factor in its consideration of prior solicited order mechanism proposals has been whether the Agency Order was adequately exposed to all potential price improvement before the Solicited Order may trade against it at the proposed cross price. In addition, the Commission seeks comment on the proposal’s consideration of all-or-none orders that are resting on the book at the stop price at the conclusion of the auction (in both simple and Complex Order solicitations). The proposed rules provide, generally, that if, upon the conclusion of an auction, a public customer order is resting on the book opposite the Agency Order at the Solicited Order’s stop price, both the Solicited Order and the Agency Order are canceled. However, if the public customer order was an all-or-none order, the proposal provides that the execution of the Solicited Order against the Agency Order can take place.73 The Commission understands this result to apply even if the size of the all-or-none public customer order was such that it otherwise would be eligible to trade against the Agency Order. The Commission seeks commenters’ views on this feature of the Solicitation Mechanism.74 The Commission further requests commenters’ views on Phlx’s proposed cancellation of the Agency Order (along 72 The Exchange states that it reviewed six months of data which showed that all-or-none Complex Orders represented only 0.12% of all Complex Orders. See supra note 49. The Exchange also notes that the proposed rule provides that, if sufficient size exists to execute the entire Complex Agency Order at an improved price, an all-or-none Complex Order would be considered for trade and executed if possible. 73 See proposed Rule 1081(ii)(E)(2). 74 See also supra, text accompanying footnote 30, regarding deference to all-or-none orders in the context of crossing two public customer orders. PO 00000 Frm 00147 Fmt 4703 Sfmt 4703 with the Solicited Order) in certain cases where non-solicited interest is present that could fill the Agency Order. The Commission notes, for example, one result of proposed Rule 1081(ii)(G), which concerns a situation (in the case of simple orders) where the nonsolicited interest has improved the price to a price that is the same as, or would cross, the limit of an order on the limit order book on the same side of the market as the Agency Order. The Commission understands the proposed rule as providing that the Agency Order would be permitted to be executed only at a price that is at least $0.01 better (i.e., toward the opposite side) than the resting order’s limit price. However, if that price, as adjusted by $.01, would be equal to (i.e., would not improve) the stop price, the non-solicited interest would not be permitted to execute against the Agency Order at that price. In such case, as the Commission understands the proposal, the price would be adjusted back to $.01 better (for the Agency Order) than the stop price, but only if the resting limit order on the Agency Order side is not a public customer order. Otherwise, the Agency Order and Solicited Order would be cancelled with no trade occurring. With respect to this cancellation scenario, as discussed above, Phlx explains that ‘‘the system only would permit the Solicited Order and no other interest to trade against the Agency Order at the stop price since the Solicited Order stopped the entire size Agency Order at a price which was required upon receipt to be equal to or improve the NBBO and to be at least $0.01 improvement over any public customer orders resting on the Phlx limit order book, thereby establishing priority at the stop price.’’ The Commission seeks comment on this rationale and its result. Another example concerns a case where, at the conclusion of the auction period, a public customer order is resting on the book on the opposite side of the Agency Order at the stop price. As noted by the Exchange, its proposed rule and another exchange’s solicited order mechanism rule 75 prohibit the execution of the Solicited Order in such a case. However, the proposed Phlx rule differs from the other exchange’s rule in a case where, in addition to the public customer order at the stop price, there is price-improving interest of a size that is of insufficient size to fill the entire Agency Order on its own, but, when aggregated with the size of the public customer order, could fill the Agency 75 See ISE Rule 716(e), Solicited Order Mechanism. E:\FR\FM\03FEN1.SGM 03FEN1 rljohnson on DSK3VPTVN1PROD with NOTICES Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices Order. On the other exchange, while the Solicited Order is cancelled, the public customer order at the stop price and the improving interest trade against the Agency Order. Under the Phlx’s proposal, the Agency Order and Solicited Order are cancelled. The Exchange explains that its system ‘‘only permits the Solicited Order and no other interest to trade against the Agency Order at the stop price, thus ensuring that the Agency Order receives a better priced execution than the stop price when trading against interest other than the Solicited Order.’’ The Commission notes that, when there is a public customer order on the book at the stop price, the Solicited Order would not be permitted to trade in any case, because a public customer on the book cannot be bypassed by another order. The Commission seeks comment on the aspect of the Exchange’s proposal that would cancel the Agency Order and the Solicited Order in a case where there is public customer interest at the stop price, and together with any improving interest, the Agency Order otherwise could be satisfied. The Commission further seeks commenters’ views regarding the proposal’s provisions regarding participation and priority in the allocation of the Agency Order, with respect to the Solicited Order and with respect to Responses, quotes and orders. For example, under the proposal, one of the scenarios in which a Solicitation Auction would conclude early is if there is a trading halt on the Exchange in the option series that is the subject of the auction.76 In such case, the Exchange’s proposal provides that the entire Agency Order would be executed solely against the Solicited Order at the stop price, and any unexecuted Responses would be cancelled.77 The Commission notes that there can be instances in which an unrelated order on the side opposite the Agency Order has arrived on the Exchange and is resting on the book at a price that is superior to the stop price (from the point of view of the Agency Order) when the trading halt occurs. By crossing the Agency Order against the Solicited Order at the stop price in this situation, the Exchange would be executing a trade at a price that is inferior to a price on the Exchange’s book. As noted above, the Exchange believes that public customer interest submitted to Phlx after 76 See proposed Rule 1081(ii)(B)(4). The described scenario applies in a simple Solicitation Auction. In a Complex Solicitation Auction, the auction would end early any time there is a trading halt on the Exchange in any component of the Complex Agency Order. Id. 77 See proposed Rule 1081(ii)(C). VerDate Sep<11>2014 14:46 Feb 02, 2015 Jkt 235001 submission of the Agency and Solicited Orders but prior to the trading halt should not prevent the Agency Order from being executed at the stop price since such public customer interest was not present at the time the Agency Order was ‘stopped’ by the Solicited Order.78 The Commission solicits comment on this functionality and the Exchange’s rationale. Interested persons are invited to submit written data, views and arguments regarding whether the proposed rule change should be approved or disapproved by [insert date 21 days from publication in the Federal Register]. Any person who wishes to file a rebuttal to any other person’s submission must file that rebuttal by [insert date 35 days from publication in the Federal Register]. 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– Phlx–2014–66 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–Phlx–2014–66. 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 78 In explaining generally why Responses and other interest present in the system would not be considered for trading against the Agency Order in the case of a trading halt—which, the Commission notes, would apply even when the aggregate of such Responses and other interest was sufficient to fill the entire Agency Order at an improved price—the Exchange stated that ‘‘this is appropriate since the participants representing tradable interest in the Solicitation Auction have not ‘stopped’ the Agency Order in its entirety and would have no means after the auction executions occur to offset the trading risk they would incur because the market is halted if they were permitted to trade against the Agency Order in this instance.’’ PO 00000 Frm 00148 Fmt 4703 Sfmt 4703 5875 public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 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 publicly available. All submissions should refer to File Number SR–Phlx– 2014–66 and should be submitted on or before February 24, 2015. If comments are received, any rebuttal comments should be submitted by March 10, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.79 Jill M. Peterson, Assistant Secretary. [FR Doc. 2015–02017 Filed 2–2–15; 8:45 am] BILLING CODE 8011–01–P SMALL BUSINESS ADMINISTRATION Reporting and Recordkeeping Requirements Under OMB Review Small Business Administration. 30-Day notice. AGENCY: ACTION: The Small Business Administration (SBA) is publishing this notice to comply with requirements of the Paperwork Reduction Act (PRA) (44 U.S.C. Chapter 35), which requires agencies to submit proposed reporting and recordkeeping requirements to OMB for review and approval, and to publish a notice in the Federal Register notifying the public that the agency has made such a submission. This notice also allows an additional 30 days for public comments. DATES: Submit comments on or before March 5, 2015. ADDRESSES: Comments should refer to the information collection by name and/ or OMB Control Number and should be sent to: Agency Clearance Officer, Curtis Rich, Small Business Administration, 409 3rd Street SW., 5th Floor, Washington, DC 20416; and SBA Desk Officer, Office of Information and Regulatory Affairs, Office of Management and Budget, New Executive Office Building, Washington, DC 20503. SUMMARY: 79 17 E:\FR\FM\03FEN1.SGM CFR 200.30–3(a)(57). 03FEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 80, Number 22 (Tuesday, February 3, 2015)]
[Notices]
[Pages 5865-5875]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-02017]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74167; File No. SR-Phlx-2014-66]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change To Adopt New Exchange Rule 1081, Solicitation 
Mechanism, To Introduce a New Electronic Solicitation Mechanism

January 28, 2015.

I. Introduction

    On October 14, 2014, NASDAQ OMX PHLX LLC (``Exchange'' or ``Phlx'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant

[[Page 5866]]

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 adopt new 
Exchange Rule 1081, Solicitation Mechanism, to introduce a new 
electronic solicitation mechanism pursuant to which a member can 
electronically submit all-or-none orders of 500 contracts or more (or, 
in the case of mini options, 5000 contracts or more) that the member 
represents as agent against contra orders that the member solicited. 
The proposed rule change was published for comment in the Federal 
Register on October 31, 2014.\3\ On December 8, 2014, the Commission 
extended the time period in which to either approve the proposed rule 
change, disapprove the proposed rule change, or institute proceedings 
to determine whether to approve or disapprove the proposed rule change 
to January 29, 2015.\4\ The Commission has received no comment letters 
on the proposal. This order institutes proceedings under Section 
19(b)(2)(B) of the Act \5\ to determine whether to approve or 
disapprove the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 73441 (October 27, 
2014), 79 FR 64862 (``Notice'').
    \4\ See Securities Exchange Act Release No. 73791 (December 8, 
2014), 79 FR 73924 (December 12, 2014).
    \5\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposal

    The Exchange proposes to adopt new Rule 1081, Solicitation 
Mechanism, to introduce a new electronic solicitation mechanism 
pursuant to which a member can electronically submit all-or-none orders 
of 500 contracts or more (or, in the case of mini options, 5000 
contracts or more) that the member represents as agent against contra 
orders that the member solicited. Currently, under Phlx Rule 
1080(c)(ii)(C)(2), Order Entry Firms \6\ must expose orders they 
represent as agent for at least one second before such orders may be 
automatically executed, in whole or in part, against orders solicited 
from members and non-member broker-dealers to transact with such 
orders.\7\ The proposed rule change would provide an alternative 
method, enabling a member to electronically execute orders it 
represents on behalf of a public customer, broker-dealer, or any other 
entity (an ``Agency Order'') \8\ against solicited limit orders of a 
public customer, broker-dealer, or any other entity (a ``Solicited 
Order'') through a solicitation mechanism designed for this purpose.\9\
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    \6\ Rule 1080(c)(ii)(A)(1) defines ``Order Entry Firm'' as a 
member organization of the Exchange that is able to route orders to 
AUTOM. (AUTOM is the Exchange's electronic quoting and trading 
system, which has been denoted in Exchange rules as XL II, XL and 
AUTOM.)
    \7\ Section (c), Solicited Orders, of Rule 1064, Crossing, 
Facilitation and Solicited Orders, governs execution of solicited 
orders by open outcry, on the Exchange trading floor, and is 
unaffected by proposed Rule 1081. The Exchange states that many 
aspects of the functionality of the proposed solicitation mechanism 
are similar to those provided for in Rule 1080(n), PIXL, and certain 
of the proposed rules track the existing PIXL rules.
    \8\ Rule 1080(b)(i)(A) provides in part that ``[f]or purposes of 
Exchange options trading, an agency order is any order entered on 
behalf of a public customer, and does not include any order entered 
for the account of a broker-dealer, or any account in which a 
broker-dealer or an associated person of a broker-dealer has any 
direct or indirect interest.'' According to the Exchange, that 
provision did not contemplate, and is not applicable to, the 
capitalized and defined term ``Agency Order'' as used in proposed 
Rule 1081.
    \9\ The Exchange states that participants must ensure that their 
records adequately demonstrate the solicitation of an order that is 
entered into the mechanism for execution. against an Agency Order as 
a Solicited Order prior to entry of such order into this mechanism.
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    The new mechanism is a process by which a member (the ``Initiating 
Member'') can electronically submit all-or-none orders \10\ of 500 
contracts or more (or, in the case of mini options,\11\ 5000 contracts 
or more) that it represents as agent against contra orders that it has 
solicited, and initiate an auction (the ``Solicitation Auction'').\12\ 
As noted below, at the end of the Solicitation Auction, allocation 
would occur with all contracts of the Agency Order trading at an 
improved price against non-solicited contra-side interest or at the 
stop price, defined below, against the Solicited Order. The 
solicitation mechanism would accommodate both simple orders and Complex 
Orders.\13\ Prior to the first time a member enters an Agency Order 
into the solicitation mechanism on behalf of a customer, the member 
would be required to deliver to the customer a written notification 
informing the customer that its Agency Orders may be executed using the 
Phlx's solicitation mechanism. Such written notification would be 
required to disclose the terms and conditions contained in proposed 
Rule 1081 and to be in a form approved by the Exchange.\14\
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    \10\ Rule 1066(c)(4) defines an ``all-or-none'' order as a 
market or limit order which is to be executed in its entirety or not 
at all.
    \11\ A given Solicitation Auction may be for options contracts 
exclusively or for mini options contracts exclusively, but cannot be 
used for a combination of both options contracts and mini options 
contracts together.
    \12\ The Exchange noted that similar electronic functionality is 
offered today by other option exchanges. See Chicago Board Options 
Exchange (``CBOE'') Rule 6.74B, Solicitation Auction Mechanism (the 
``CBOE Mechanism''), and International Securities Exchange (``ISE'') 
Rule 716(e), Solicited Order Mechanism (the ``ISE Mechanism'').
    \13\ A Complex Order is any order involving the simultaneous 
purchase and/or sale of two or more different options series in the 
same underlying security, priced at a net debit or credit based on 
the relative prices of the individual components, for the same 
account, for the purpose of executing a particular investment 
strategy. A Complex Order may also be a stock-option order, which is 
an order to buy or sell a stated number of units of an underlying 
stock or exchange-traded fund (``ETF'') coupled with the purchase or 
sale of options contract(s). Complex Orders on Phlx are discussed in 
Commentary .08 to Rule 1080.
    \14\ See proposed Rule 1081(i)(H). The rule would require 
delivery of this disclosure only prior to the first submission of an 
Agency Order on behalf of a customer rather than prior to the 
submission of each and every Agency Order on behalf of such 
customer.
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Solicitation Auction Eligibility Requirements

    All options traded on the Exchange, including mini options, would 
be eligible for the Solicitation Auction. Proposed Rule 1081(i) 
describes the circumstances under which an Initiating Member may 
initiate a Solicitation Auction.
    Proposed Rule 1081(i)(A) provides that the Agency Order and the 
Solicited Order must each be limit orders for at least 500 contracts 
(or, in the case of mini options, at least 5000 contracts) and must be 
designated as all-or-none. The orders must match in size, and their 
limit prices must match or cross in price.\15\ If the orders cross in 
price, the price at which the Agency Order and the Solicited Order may 
be considered for submission pursuant to proposed Rules 1081(i)(B) and 
(C) shall be the limit price of the Solicited Order.\16\ The orders may 
not be stop or stop limit orders, must be marked with a time in force 
of day, good till cancelled or immediate or cancel, and would not be 
routed regardless of routing strategy indicated on the order.\17\
---------------------------------------------------------------------------

    \15\ In the case of Complex Orders, the underlying components of 
both Complex Orders must also match. Additionally, all the option 
legs of each Complex Order must consist entirely of options or 
entirely of mini options.
    \16\ For example, assume an Agency Order to buy 1000 contracts 
for $2.00 and a Solicited Order to sell 1000 contracts at $1.90 are 
entered into the solicitation mechanism. Since the limits of these 
orders cross in price, the Agency Order and Solicited Order are 
considered to be submitted into the mechanism with a stop price 
equal to the Solicited Order price of $1.90.
    \17\ Whether an order is marked with a time in force of day as 
opposed to, for example, good till cancelled or immediate or cancel 
is irrelevant to the manner in which they would be treated once they 
are entered into the solicitation mechanism.
---------------------------------------------------------------------------

    Pursuant to proposed Rule 1081(i)(B), the Initiating Member must 
stop the entire Agency Order at a price (the ``stop price'') that is 
equal to or better than the National Best Bid/Offer (``NBBO'') on both 
sides of the market, provided that

[[Page 5867]]

such price must be at least $0.01 better than any public customer non-
contingent limit order on the Phlx order book and must be equal to the 
Agency Order's limit price or provide the Agency Order with a better 
price than its limit price. Stop prices may be submitted in $0.01 
increments, regardless of the applicable Minimum Price Variation (the 
``MPV''). Contingent orders \18\ (including all-or-none, stop or stop-
limit orders) on the book would not be considered when checking the 
acceptability of the stop price. Contingent orders are not represented 
as part of the Exchange Best Bid/Offer since they may only be executed 
if specific conditions are met. Given that these orders are not 
represented as part of the Exchange Best Bid/Offer, they are not 
included in the NBBO and thus are not considered when checking the 
acceptability of the stop price.\19\
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    \18\ A contingent order is a limit or market order to buy or 
sell that is contingent upon a condition being satisfied. PIXL also 
does not consider contingent orders on the book when checking the 
acceptability of the stop price.
    \19\ Proposed Rule 1081(i)(B) does not apply if the Agency Order 
is a Complex Order (a ``Complex Agency Order''). Rather, proposed 
Rule 1081(i)(C) applies to Complex Agency Orders and requires them 
to be of a conforming ratio, as defined in Commentary.08(a)(ix) to 
Rule 1080. A Complex Agency Order which is not of a conforming ratio 
would be rejected. Proposed Rule 1081(i)(C) requires all component 
option legs of the order to be for at least 500 contracts (or, in 
the case of mini options, at least 5000 contracts). It also provides 
that the Initiating Member must stop the entire Complex Agency Order 
at a price that is better by at least $0.01 than the best net price 
(debit or credit) (i) available on the Complex Order book regardless 
of the Complex Order book size; and (ii) achievable from the best 
Phlx bids and offers for the individual options (an ``improved net 
price'') regardless of size, provided in either case that such price 
is equal to or better than the Complex Agency Order's limit price. 
Stop prices for Complex Agency Orders may be submitted in $0.01 
increments, regardless of MPV, and contingent orders on the book 
would not be considered when checking the acceptability of the stop 
price. See proposed Rule 1081(i)(C).
---------------------------------------------------------------------------

    Orders that are submitted but that do not comply with the 
eligibility requirements set forth in proposed Rule 1081(i)(A) through 
(C) would be rejected upon receipt and ineligible to initiate a 
Solicitation Auction.\20\ In addition, Agency Orders submitted at or 
before the opening of trading are not eligible to initiate a 
Solicitation Auction and would be rejected.\21\ Orders submitted during 
a specified period of time, as determined by the Exchange and 
communicated to Exchange membership on the Exchange's Web site, prior 
to the end of the trading session in the affected series \22\ 
(including, in the case of Complex Orders, in any series which is a 
component of the Complex Order) are not eligible to initiate a 
Solicitation Auction and would be rejected.\23\ Agency Orders which are 
not Complex Orders received while another electronic auction (including 
any Solicitation Auction, PIXL auction, or any other kind of auction) 
involving the same option series is in progress would not be eligible 
to initiate a Solicitation Auction and would be rejected.\24\ 
Similarly, a Complex Agency Order received while another auction in the 
same Complex Order strategy is in progress is not eligible to initiate 
a Solicitation Auction and would be rejected.\25\
---------------------------------------------------------------------------

    \20\ See proposed Rule 1081(i)(D).
    \21\ See proposed Rule 1081(i)(E).
    \22\ The term ``series'' of options means all option contracts 
of the same class having the same expiration date and exercise 
price. A ``class'' of options means all option contracts of the same 
``type'' of option covering the same underlying stock. A ``type'' of 
option means the classification of an option contract as a put or a 
call. See Rule 1000, Applicability, Definitions and References.
    \23\ See proposed Rule 1081(i)(F).
    \24\ A similar restriction applies with respect to PIXL 
auctions. See PIXL Rule 1080(n)(ii) which provides that ``[o]nly one 
Auction may be conducted at a time in any given series or 
strategy.''
    \25\ However, a simple Agency Order in one series that is 
submitted while an electronic auction is already in process with 
respect to a Complex Agency Order that includes the same series 
would not be rejected. Instead, a Solicitation Auction would be 
initiated for that incoming Agency Order offering each unique 
strategy or individual series the same opportunity to initiate an 
auction. This behavior is consistent with the handling of 
overlapping PIXL and Complex PIXL auctions. See PIXL Rule 
1080(n)(ii). Complex Orders submitted during normal trading hours in 
a strategy which has not yet opened under Commentary .08 of Rule 
1080 would cause the strategy to immediately open and a Solicitation 
Auction may be initiated. See proposed Rule 1081(i)(E). In addition, 
neither a Solicitation Auction for a simple Agency Order or Complex 
Agency Order may be initiated prior to the regular opening of all 
individual components of the Solicited simple or Complex Agency 
Order.
---------------------------------------------------------------------------

    Finally a solicited order for the account of any Exchange 
specialist, streaming quote trader (``SQT''), remote streaming quote 
trader (``RSQT'') or non-streaming registered options trader (``ROT'') 
assigned in the affected series may not be a Solicited Order.\26\ 
Consistent with the explanation the Exchange made in its filing 
proposing PIXL, the Exchange believes that in order to maintain fair 
and orderly markets, a market maker assigned in an option should not be 
solicited for participation in a Solicitation Auction by an Initiating 
Member. The Exchange believes that market makers interested in 
participating in transactions on the Exchange should do so by way of 
his/her quotations, and should respond to Solicitation Auction 
notifications rather than create them by having an Initiating Member 
submitting Solicited Orders on the market maker's behalf.
---------------------------------------------------------------------------

    \26\ See proposed Rule 1081(i)(G). An SQT is an Exchange 
Registered Options Trader (``ROT'') who has received permission from 
the Exchange to generate and submit option quotations electronically 
through AUTOM in eligible options to which such SQT is assigned. An 
SQT may only submit such quotations while such SQT is physically 
present on the floor of the Exchange. See Rule 1014(b)(ii)(A). A 
RSQT is defined in Rule 1014(b)(ii)(B) as an ROT that is a member 
affiliated with a Remote Streaming Quote Trader Organization 
(``RSQTO'') with no physical trading floor presence who has received 
permission from the Exchange to generate and submit option 
quotations electronically in options to which such RSQT has been 
assigned. A qualified RSQT may function as a Remote Specialist upon 
Exchange approval. An RSQT may only submit such quotations 
electronically from off the floor of the Exchange. An RSQT may not 
submit option quotations in eligible options to which such RSQT is 
assigned to the extent that the RSQT is also approved as a Remote 
Specialist in the same options. An RSQT may only trade in a market 
making capacity in classes of options in which he is assigned or 
approved as a Remote Specialist. An RSQTO is a member organization 
in good standing that satisfies the SQTO readiness requirements in 
Rule 507(a).
---------------------------------------------------------------------------

Solicitation Auction Process

    Pursuant to proposed Rule 1081(ii)(A)(1), to begin the process the 
Initiating Member must mark the Agency Order and the Solicited Order 
for Solicitation Auction processing, and specify the stop price at 
which it seeks to cross the Agency Order with the Solicited Order. Once 
the Initiating Member has submitted an Agency Order and Solicited Order 
for processing pursuant to this subparagraph, such Agency Order and 
Solicited Order may not be modified or cancelled.\27\
---------------------------------------------------------------------------

    \27\ For clarity, Rule 1080(ii)(A)(l) does not apply to Complex 
Agency Orders. Rather, in a parallel provision, proposed Rule 
1081(ii)(A)(2) provides that to initiate a Solicitation Auction in 
the case of a Complex Agency Order and Complex Solicited Order (a 
``Complex Solicitation Auction''), the Initiating Member must mark 
the orders for Solicitation Auction processing, and specify the 
price (``stop price'') at which it seeks to cross the Complex Agency 
Order with the Complex Solicited Order. Once the Initiating Member 
has submitted the orders for processing pursuant to proposed Rule 
1081(ii)(A)(1)-(2), they may not be modified or cancelled.
---------------------------------------------------------------------------

Crossing Two Public Customer Orders Without a Solicitation Auction

    As noted above, the proposed rule change would enable a member to 
electronically execute an Agency Order, which is an order it represents 
on behalf of a public customer, broker-dealer, or any other entity, 
against a Solicited Order, which is a solicited limit order of a public 
customer, broker-dealer, or any other entity through the solicitation 
mechanism.
    However, pursuant to proposed Rule 1081(v), if a member enters an 
Agency Order for the account of a public customer paired with a 
Solicited Order for the account of public customer and if the paired 
orders adhere to the eligibility requirements of proposed Rule 1081(i), 
such paired orders would

[[Page 5868]]

be automatically executed without a Solicitation Auction.\28\ The 
execution price for such paired public customer orders (except if they 
are Complex Orders) must be expressed in the minimum quoting increment 
applicable to the affected series.\29\ Such an execution may not trade 
through the NBBO or at the same price as any resting public customer 
order. If all-or-none orders are on the order book in the affected 
series, the public customer-to-public customer order may not be 
executed at a price at which the all-or-none order would be eligible to 
trade based on its limit price and size.\30\
---------------------------------------------------------------------------

    \28\ The eligibility requirements require the orders to each be 
limit orders for at least 500 contracts (or, in the case of mini 
options, at least 5000 contracts) and be designated as all-or-none. 
The orders must match in size, and the limit prices must match or 
cross in price. The orders may not be stop or stop limit orders, 
must be marked with a time in force of day, good till cancelled or 
immediate or cancel. In the case of Complex Orders, the orders must 
be of a conforming ratio, and all component option legs of the order 
must be for at least 500 contracts (or, in the case of mini options, 
at least 5000 contracts). See proposed Rule 1081(i). The Exchange 
also accommodates the crossing of two public customer orders in 
PIXL. See Rule 1080(n).
    \29\ The execution price for a Complex Order may be in $.01 
increments.
    \30\ All-or-none orders can only be submitted for non-broker-
dealer customers. As stated above, all-or-none orders are not 
considered when checking the acceptability of the stop price of an 
Agency Order.
---------------------------------------------------------------------------

    In the case of a Complex Order, a public customer-to-public 
customer cross may only occur at a price which improves the calculated 
Phlx Best Bid/Offer or ``cPBBO'' and improves upon the net limit price 
of any Complex Orders (excluding all-or-none) on the Complex Order book 
in the same strategy.\31\ If all-or-none Complex Orders \32\ are on the 
Complex Order book in the same strategy, the public customer-to-public 
customer Complex Order may not be executed at a price at which the all-
or-none Complex Order would be eligible to trade based on its limit 
price and size.
---------------------------------------------------------------------------

    \31\ The term ``cPBBO'' means the best net debit or credit price 
for a Complex Order Strategy based on the PBBO for the individual 
options components of such Complex Order Strategy, and, where the 
underlying security is a component of the Complex Order, the 
National Best Bid and/or Offer for the underlying security. See Rule 
1080.08(a)(iv).
    \32\ The Exchange's trading system is capable of accepting all-
or-none Complex Orders which are not, however, affirmatively 
permitted to be submitted under Exchange rules. Rule 1080.08 (b)(v) 
provides in part that ``Complex Orders may be submitted as: All-or-
none orders--to be executed in its entirety or not at all.'' See 
Securities Exchange Act Release No. 72351 (June 9, 2014), 79 FR 
33977 (June 13, 2014) (SR-Phlx-2014-39). Nevertheless, all-or-none 
Complex Orders may not be submitted at this time. The Exchange 
anticipates that it will file a proposed rule change to provide for 
the handling and execution of all-or-none Complex Orders and 
thereafter permit the trading system to accept them. The instant 
proposed rule change describes how the solicitation mechanism would 
deal with all-or-none Complex Orders once they are permitted under 
Exchange rules. Complex Agency Orders and Complex Solicited Orders 
provided for herein are not Complex Orders that would require filing 
of a proposed rule change in order to be submitted into the system. 
Complex Agency Orders and Complex Solicited Orders, while all-or-
none in character, are unique to the solicitation mechanism and are 
explicitly provided for herein.
---------------------------------------------------------------------------

    The Exchange believes that permitting such executions would benefit 
public customers on both sides of the crossing transaction by providing 
speedy and efficient executions to public customer orders in this 
circumstance while maintaining the priority of public customer interest 
on the book. The proposed handling of a public customer Agency Order 
paired with a public customer Solicited Order is similar to the 
handling of a public customer PIXL Order paired with a public customer 
Initiating Order which is submitted into the PIXL mechanism.\33\
---------------------------------------------------------------------------

    \33\ See Rule 1080(n)(vi).
---------------------------------------------------------------------------

Solicitation Auction Notification

    Pursuant to proposed Rule 1081(ii)(A)(3), when the Exchange 
receives an order for Solicitation Auction processing, a Request for 
Response with the option details (meaning, the security, strike price, 
and expiration date), size and stop price, but not the side \34\ of the 
Agency Order and the Solicitation Auction start time is then sent over 
the PHLX Orders data feed \35\ and Specialized Quote Feed 
(``SQF'').\36\ The Exchange believes that providing option details, 
size, and stop price is sufficient information for participants to 
determine whether to submit responses to the Solicitation Auction.\37\
---------------------------------------------------------------------------

    \34\ The Exchange states that, by omitting the side in the 
Request for Response, the system avoids disclosure of potentially 
material information that could move the market in the event the 
Agency Order does not trade at the conclusion of the Solicitation 
Auction. Market participants may enter Responses on both sides of 
the market.
    \35\ The PHLX Orders data feed is designed to provide the real-
time status of simple and Complex Orders on the Phlx order book 
directly to subscribers. This includes new orders and changes to 
orders resting on the Phlx book for all Phlx listed options. PHLX 
Orders also includes opening imbalance information, PIXL information 
and Complex Order Live Auction (``COLA'') data.
    \36\ SQF is an interface that allows specialists and market 
makers to connect and send quotes into Phlx XL and assists them in 
responding to auctions and providing liquidity to the market.
    \37\ CBOE Rule 6.74B(b)(1)(B) suggests that Agency Orders 
submitted to CBOE's Solicitation Auction Mechanism include the 
proposed price at which an Agency Order is to be crossed with a 
solicited order, as well as the size of the order. According to 
Phlx, the rule does not specify that the side is to be indicated on 
the order. See also C2 Rule 6.52(b)(1)(B), which is similar.
---------------------------------------------------------------------------

Solicitation Auction

    The Solicitation Auction process is described in proposed Rules 
1081(ii)(A)(4)-(10). Following the issuance of the Request for 
Response, the Solicitation Auction would last for a period of 500 
milliseconds \38\ unless it is concluded as the result of any of the 
circumstances described below.\39\
---------------------------------------------------------------------------

    \38\ In April/May 2014, to determine whether the proposed 
Solicitation Auction timer would provide sufficient time to respond 
to a Request for Response, the Exchange polled all Phlx market 
makers, 20 of which responded. Of those that responded to the 
survey, 15 are currently responding to auctions on Phlx or intend to 
do so. 100% of those respondents indicated that their firm could 
respond to auctions with a duration of at least 50 milliseconds. 
Thus, the Exchange believes that the proposed Solicitation Auction 
duration of 500 milliseconds would provide a meaningful opportunity 
for participants on Phlx to respond to a Solicitation Auction, 
whether initiated by an Agency Order or a Complex Agency Order, 
while at the same time facilitating the prompt execution of orders. 
The Exchange notes that both ISE and Miami International Securities 
Exchange LLC (``MIAX'') rules provide for a 500 millisecond response 
time. See ISE Rule 716, Supplementary Material .04 and MIAX Rule 
515A(b)(2)(i)(C).
    \39\ Rule 1080(c)(ii)(C)(2), which states that Order Entry Firms 
must expose orders they represent as agent for at least one second 
before such orders may be automatically executed against solicited 
orders, is being amended to clarify that it does not apply to 
proposed Rule 1081, Solicitation Mechanism. See also proposed Rule 
1081(ii)(A)(4).
---------------------------------------------------------------------------

    Any person or entity may submit Responses to the Request for 
Response, provided such Response is properly marked specifying the 
price, size and side of the market at which it would be willing to 
participate in the execution of the Agency Order. The Exchange believes 
that permitting any person or entity to submit Responses to the Request 
for Response should attract Responses from all sources, maximizing the 
potential for liquidity in the Solicitation Auction and thus affording 
the Agency Order the best opportunity for price improvement. Responses 
would not be visible to Solicitation Auction participants, and would 
not be disseminated to the Options Price Reporting Authority 
(``OPRA''). A Response may be for any size up to the size of the Agency 
Order.\40\ The minimum price increment for Responses would be $0.01. A 
Response must be equal to or better than the NBBO on both sides of the 
market at the time of receipt of the Response. A Response with a price 
that is outside the NBBO at the time of receipt would be rejected.\41\ 
Multiple Responses from the

[[Page 5869]]

same member may be submitted at different prices on either or both 
sides of the market during the Solicitation Auction. Responses may be 
modified or cancelled during the Solicitation Auction. The acceptance 
and handling of Responses to a Solicitation Auction is the same as the 
acceptance and handling of Responses today for a PIXL Auction.\42\
---------------------------------------------------------------------------

    \40\ Responses may not be submitted with an all-or-none 
contingency. (Note, however, that all-or-none orders entered and 
present in the system at the end of the Solicitation Auction would 
be considered for execution, as discussed below.)
    \41\ Similarly, in the case of Complex Order Responses, the 
Response must be equal to or better than the cPBBO on both sides, as 
defined in Commentary .08(a)(iv) of Rule 1080 at the time of receipt 
of the Complex Order Response but need not improve upon the limit of 
orders on the CBOOK. A Complex Order Response submitted with a price 
that is outside the cPBBO at the time of receipt would be rejected. 
See proposed Rule 1081(ii)(A)(9).
    \42\ See Rule 1080(n).
---------------------------------------------------------------------------

Conclusion of the Solicitation Auction

    Proposed Rules 1081(ii)(B)(1)-(4) describe a number of 
circumstances that would cause the Solicitation Auction to conclude. 
Generally, it would conclude at the end of the Solicitation Auction 
period, except that it may conclude earlier: (i) any time the Phlx Best 
Bid/Offer (``PBBO'') on the same side of the market as the Agency Order 
crosses the stop price (since further price improvement would be 
unlikely and any Responses offering improvement would be likely to be 
cancelled),\43\ or (ii) any time there is a trading halt on the 
Exchange in the affected series (or, in the case of a Complex 
Solicitation Auction, any time there is a trading halt on the Exchange 
in any component of a Complex Agency Order).\44\
---------------------------------------------------------------------------

    \43\ In the case of a Complex Solicitation Auction, it would end 
any time the cPBBO or the Complex Order book, excluding all-or-none 
Complex Orders, on the same side of the market as the Complex Agency 
Order, crosses the stop price. See proposed Rule 1081(ii)(B)(3).
    \44\ Trading on the Exchange in any option contract is halted 
whenever trading in the underlying security has been paused or 
halted by the primary listing market. See Rule 1047(e). See also 
Securities Exchange Act Release No. 62269 (June 10, 2010), 75 FR 
34491 (June 17, 2010) (SR-Phlx-2010-82). Any executions that occur 
during any latency between the pause or halt in the underlying 
security and the processing of the halt on the Exchange are 
nullified pursuant to Rule 1092(c)(iv)(B).
---------------------------------------------------------------------------

    Pursuant to proposed Rule 1081(ii)(C), if the Solicitation Auction 
concludes before the expiration of the Solicitation Auction period as 
the result of the PBBO, cPBBO or Complex Order book (excluding all-or-
none Complex Orders) crossing the stop price as described in proposed 
Rules 1081(ii)(B)(2) and 1081(ii)(B)(3), the entire Agency Order would 
be executed using the allocation algorithm set forth in proposed Rule 
1081(ii)(E). The algorithm is described below under the heading ``Order 
Allocation''.
    Also pursuant to proposed Rule 1081(ii)(C), if the Solicitation 
Auction concludes before the expiration of the Solicitation Auction 
period as the result of a trading halt, the entire Agency Order or 
Complex Agency Order would be executed solely against the Solicited 
Order or Complex Solicited Order at the stop price and any unexecuted 
Responses would be cancelled.\45\ Responses and other interest present 
in the system would not be considered for trading against the Agency 
Order in the case of a trading halt. The Exchange believes that this is 
appropriate since the participants representing tradable interest in 
the Solicitation Auction have not `stopped' the Agency Order in its 
entirety and would have no means after the auction executions occur to 
offset the trading risk they would incur because the market is halted 
if they were permitted to execute against the Agency Order in this 
instance. However, the Solicited Order `stopped' the Agency Order when 
the order was submitted into the Solicitation Auction and would 
therefore execute against the Agency Order if the Solicitation Auction 
concludes before the expiration of the Solicitation Auction period as 
the result of a trading halt.
---------------------------------------------------------------------------

    \45\ The Exchange's PIXL auction features similar functionality. 
Pursuant to Rule 1080(n)(ii)(C), in the case of a trading halt on 
the Exchange in the affected series, a PIXL Order will be executed 
solely against the Initiating Order at the stop price and any 
unexecuted PAN responses will be cancelled.
---------------------------------------------------------------------------

    Furthermore, when Agency and Solicited Orders are submitted into 
the Solicitation Auction, the stop price must be equal to or improve 
the NBBO and be at least $0.01 better than any public customer non-
contingent limit orders on the Phlx order book. The Exchange believes 
that public customer interest submitted to Phlx after submission of the 
Agency and Solicited Orders but prior to the trading halt should not 
prevent the Agency Order from being executed at the stop price since 
such public customer interest was not present at the time the Agency 
Order was `stopped' by the Solicited Order.
    Entry of an unrelated market or marketable limit order on the 
opposite side of the market from the Agency Order received during the 
Solicitation Auction would not cause the Solicitation Auction to end 
early. Rather, the unrelated order would execute against interest 
outside the Solicitation Auction (if marketable against the PBBO) or 
would post to the book and then route if eligible for routing (in the 
case of an order marketable against the NBBO but not against the PBBO), 
pursuant to proposed Rule 1081(ii)(D). If contracts remain from such 
unrelated order at the time the Solicitation Auction ends, the total 
unexecuted volume of such unrelated interest would be considered for 
participation in the order allocation process, regardless of the number 
of contracts in relation to the Solicitation Auction size, described in 
proposed Rule 1081(ii)(E).\46\ The handling of unrelated opposite side 
interest which is received during the Solicitation Auction is the same 
as the handling of unrelated opposite side interest which is received 
during a PIXL Auction.\47\ Participants submitting such unrelated 
interest may not be aware that an auction is in progress and should 
therefore be able to access firm quotes that comprise the NBBO without 
delay. Considering such unrelated interest which remains unexecuted 
upon receipt for participation in the order allocation process 
described in proposed Rule 1081(ii)(E) would increase the number of 
contracts against which an Agency Order could be executed, and should 
therefore create more opportunities for the Agency Order to be executed 
at better prices.
---------------------------------------------------------------------------

    \46\ Similarly, pursuant to proposed Rule 1081(ii)(D), in the 
case of a Complex Solicitation Auction, an unrelated market or 
marketable limit Complex Order on the opposite side of the market 
from the Complex Agency Order as well as orders for the individual 
components of the unrelated Complex Order received during the 
Complex Solicitation Auction would not cause the Complex 
Solicitation Auction to end early and would execute against interest 
outside of the Complex Solicitation Auction. If contracts remain 
from such unrelated Complex Order at the time the Complex 
Solicitation Auction ends, the total unexecuted volume of such 
unrelated interest would be considered for participation in the 
order allocation process, regardless of the number of contracts in 
relation to the Complex Solicitation Auction size, described in 
proposed Rule 1081(ii)(E).
    \47\ See Rule 1080(n)(ii)(D).
---------------------------------------------------------------------------

Order Allocation

    The allocation of orders executed upon the conclusion of a 
Solicitation Auction would depend upon whether the Solicitation Auction 
has yielded sufficient improving interest to improve the price of the 
entire Agency Order. As noted above, all contracts of the Agency Order 
would trade at an improved price against non-solicited contra-side 
interest or, in the event of insufficient improving interest to improve 
the price of the entire Agency Order, at the stop price against the 
Solicited Order.
    Consideration of All-or-None Interest. All-or-none interest of a 
size which could potentially be executed consistent with its all-or-
none contingency is considered when determining whether there is 
sufficient size to execute Agency Orders which are not Complex Agency 
Orders at price(s) better than the stop price. However, pursuant to 
proposed Rule 1081(ii)(E)(5), when

[[Page 5870]]

determining if there is sufficient size to execute Complex Agency 
Orders at a price(s) better than the stop price, no all-or-none 
interest of any size would be considered. If there is sufficient size 
to execute the entire Complex Agency Order at a price(s) better than 
the stop price irrespective of any all-or-none interest that may be 
present, then all-or-none interest would be considered for trade and 
executed if possible. This difference in behavior is due to a system 
limitation relating to all-or-none Complex Orders.\48\ The Exchange 
believes this behavior is not impactful since all-or-none Complex 
Orders are rare \49\ and if sufficient size exists to execute the 
entire Complex Agency Order at an improved price, the all-or-none 
Complex Order would be considered for trade and executed if possible.
---------------------------------------------------------------------------

    \48\ All-or-none simple orders reside with simple orders on the 
book. By contrast, all-or-none Complex Orders reside in a separate 
book, in a different part of the trading system. Thus aggregation of 
all-or-none Complex Orders with other Complex Orders is a more 
difficult process than aggregation of all-or-none simple orders with 
other simple orders.
    \49\ The Exchange reviewed six months of data which showed that 
all-or-none Complex Orders represented only 0.12% of all Complex 
Orders.
---------------------------------------------------------------------------

    In all Solicitation Auctions, all-or-none interest would be 
executed pursuant to normal priority rules, except that it would not be 
executed if the all-or-none contingency cannot be satisfied. If an 
execution which can adhere to the all-or-none contingency is not 
possible, such all-or-none interest would be ignored and would remain 
on the order book or be cancelled if such interest is an immediate or 
cancel order.
    For example, assume an Agency Order to buy 1000 contracts stopped 
by a Solicited Order at $2.00 is entered when the PBBO is $1.90-$2.10. 
Assume that during the Solicitation Auction, Responses are received to 
sell 700 contracts at $1.97 and sell 150 contracts at $1.99. In 
addition, assume an order to sell 300 contracts at $1.98 with an all-
or-none contingency is received. At the end of the Solicitation 
Auction, the system would consider the all-or-none order when 
determining if there is sufficient size to execute the Agency Order at 
a price(s) better than the stop price since the all-or-none contingency 
can be satisfied by an execution. In this example, at the end of the 
Solicitation Auction, the Agency Order would execute against improving 
interest with 700 contracts executing at $1.97 and 300 contracts 
(representing the all-or-none order) executing at $1.98. Consider a 
similar scenario whereby the Responses received were to sell 700 
contracts at $1.97 and sell 300 contracts at $1.99 and an all-or-none 
order to sell 500 contracts at $1.98 was received. In this scenario, 
the system would not consider the all-or-none order when determining if 
there is sufficient size to execute the Agency Order at a price(s) 
better than the stop price since the all-or-or none contingency cannot 
be satisfied by an execution. However, excluding the all-or-none order, 
the Agency Order can still be satisfied at a price(s) better than the 
stop price. In this scenario, at the end of the Solicitation Auction, 
the Agency Order would execute against improving interest with 700 
contracts executing at $1.97 and 300 contracts executing at $1.99. The 
500 contract all-or-none order does not execute because the all-or-none 
contingency cannot be satisfied.
    Similarly, assume a Complex Agency Order to buy 1000 contracts 
stopped by a Complex Solicited Order at $2.00 is entered when the cPBBO 
is $1.90-$2.10. Assume that during the Solicitation Auction a Response 
is received to sell 900 contracts at $1.98 and an all-or-none Complex 
Order is received to sell 150 contracts at $1.99. At the end of the 
Solicitation Auction involving a Complex Order, the system does not 
consider all-or-none interest in determining whether it can execute the 
Complex Agency Order at a better price than the stop price. In this 
case, excluding the all-or-none Complex Order, only 900 contracts are 
available to sell at a better price than the stop price. Therefore, the 
Complex Agency Order would trade against the Solicited Order at the 
$2.00 stop price. The all-or-none contracts would not be included 
because although more than 1000 contracts are offered at a better price 
than the $2.00 stop price, the system cannot both trade best prices 
first and adhere to the contingency of the all-or-none order while 
ensuring that the Agency Order trades 1000 contracts. If, however, the 
example is changed and Responses are received to sell 900 contracts at 
$1.98 and sell 100 contracts at $1.99 and an order to sell 100 
contracts at $1.98 all-or-none is received, at the end of the 
Solicitation Auction involving this Complex Order, there is enough 
interest which is not all-or-none to satisfy the Complex Agency Order 
at a better price than the $2.00 stop price. Therefore, the Agency 
Order would be executed against the 900 lot at $1.98 and the remaining 
100 contracts executed against the all-or-none Complex Order at $1.98.
    Solicitation Auction with Sufficient Improving Interest. Pursuant 
to the proposed Rule 1081(ii)(E)(1) algorithm, if there is sufficient 
size (considering all resting orders, quotes and Responses) to execute 
the entire Agency Order at a price or prices better than the stop 
price, the Agency Order would be executed against such better priced 
interest with public customers having priority at each price level. 
After public customer interest at a particular price level has been 
satisfied, including all-or-none orders with a size which can be 
satisfied, remaining contracts would be allocated among all Exchange 
quotes, orders and Responses in accordance with Rules 
1014(g)(vii)(B)(1)(b) and (d), and the Solicited Order would be 
cancelled.\50\
---------------------------------------------------------------------------

    \50\ Similarly, pursuant to proposed Rule 1081(ii)(E)(3), in the 
case of a Complex Solicitation Auction, if there is sufficient size 
(considering resting Complex Orders and Responses) to execute the 
entire Complex Agency Order at a price(s) better than the stop 
price, the Complex Agency Order would be executed against better 
priced Complex Orders, Responses, as well as quotes and orders which 
comprise the cPBBO at the end of the Complex Solicitation Auction. 
(The cPBBO is not considered in determining whether there is 
sufficient improving size because the market and/or size of the 
individual components can change between the calculation of 
sufficient size and the actual execution.) Such interest would be 
allocated at a given price in the following order: (i) to public 
customer Complex Orders and Responses in time priority; (ii) to SQT, 
RSQT, and non-SQT ROT Complex Orders and Responses on a size pro-
rata basis; (iii) to non-market maker off-floor broker-dealer 
Complex Orders and Responses on a size pro-rata basis, and (iv) to 
quotes and orders which comprise the cPBBO at the end of the Complex 
Solicitation Auction with public customer interest being satisfied 
first in time priority, then to SQT, RSQT, and non-SQT ROT interest 
satisfied on a size pro-rata basis, and lastly to non-market maker 
off-floor broker-dealers on a size pro-rata basis. This allocation 
methodology is consistent with the allocation methodology utilized 
for a Complex Order executed in PIXL. In addition, providing public 
customer's with priority over SQT, RSQT, and non-SQT ROTs, who in 
turn have priority over non-market maker off-floor broker-dealers is 
the same priority scheme used for regular orders. See Rule 1014(g).
     When determining if there is sufficient size to execute the 
entire Complex Agency Order at a price(s) better than the stop 
price, if the short sale price test in Rule 201 of Regulation SHO is 
triggered for a covered security, Complex Orders and Responses which 
are marked ``short'' will not be considered because of the 
possibility that a short sale price restriction may apply during the 
interval between assessing for adequate size and the execution of 
the Complex Agency Order. However, if there is sufficient size to 
execute the entire Complex Agency Order at a price(s) better than 
the stop price irrespective of any covered securities for which the 
price test is triggered that may be present, then all Complex Orders 
and Responses which are marked ``short'' will be considered for 
allocation in accordance with proposed Rule 1081(ii)(J)(3).
---------------------------------------------------------------------------

    Example of Solicitation Auction with Sufficient Improving Interest. 
To illustrate a case where a Solicitation Auction yields enough 
improving interest to better the stop price and the application of the 
proposed Rule 1081(ii)(E)(1) algorithm, assume the NBBO is $0.95-$1.03, 
and a buy side Agency Order for 1000 contracts is

[[Page 5871]]

submitted with a contra-side Solicited Order to stop the Agency Order 
at $1.00. During the Solicitation Auction, assume a market maker 
(``MM1'') Response is submitted to sell 800 contracts at $0.97, a 
broker-dealer Response is submitted to sell 100 contracts at $0.99, and 
a public customer sends in an order, outside of the Solicitation 
Auction, to sell 100 contracts at $0.99. Upon receipt of the public 
customer order, the NBBO changes to $0.95-$0.99. In addition, assume 
two market makers send in quotes of $0.95-$0.99 during the Solicitation 
Auction. Market Maker 2 (``MM2'') quotes $0.95-$0.99 with 100 contracts 
and Market Maker 3 (``MM3'') quotes $0.95-$0.99 with 50 contracts. At 
the end of the Solicitation Auction, since there is enough interest to 
execute the entire Agency Order at a price(s) better than the stop 
price, the Agency Order would be executed against the better priced 
interest as follows:
    -- the Agency Order trades 800 contracts at $0.97 against MM1 
Response;
    -- the Agency Order trades 100 contracts at $0.99 against public 
customer;
    -- the Agency Order trades 67 contracts at $0.99 against MM2 quote 
(pro-rata allocation); and
    -- the Agency Order trades 33 contracts at $0.99 against MM3 quote 
(pro-rata allocation).
    The broker-dealer does not trade any contracts since broker-dealer 
orders execute only after all public customer and market maker interest 
is satisfied. The unexecuted Solicited Order and broker-dealer Response 
are cancelled back to the sending participants.\51\
---------------------------------------------------------------------------

    \51\ To illustrate a Complex Solicitation Auction with enough 
improving interest and the operation of proposed Rule 
1081(ii)(E)(3), assume that a Complex Order to buy one of option A 
and sell one of option B, 1000 times, with a cPBBO of $0.40 bid, 
$0.70 offer, is submitted with a stop price of $0.65. Assume that 
during the Solicitation Auction, the following Responses and order 
interest are received: a market maker (``MM1'') responds to sell the 
strategy 100 times at a price of $0.55; MM1 responds to sell the 
strategy 100 times at a price of $0.60; a broker-dealer responds to 
sell the strategy 400 times at a price of $0.60; a public customer 
Complex Order to sell the strategy 300 times at a price of $0.60; 
and another market maker (``MM2'') responds to sell the strategy 200 
times at $0.60.
    After all these Responses and orders are received, option A of 
the simple market moves causing the cPBBO to become offered 200 
times at $0.60. Option A is quoted in the simple market as $1.00-
$1.10 and Option B is quoted in the simple market as $0.50-$0.60. At 
the end of the Solicitation Auction, the Complex Agency Order would 
be executed as follows: the Complex Agency Order trades 100 
contracts at $0.55 against MM1; the Complex Agency Order trades 300 
contracts at $0.60 against public customer; the Complex Agency Order 
trades 100 contracts at $0.60 against MM1; the Complex Agency Order 
trades 200 contracts at $0.60 against MM2; the Complex Agency Order 
trades 300 contracts at $0.60 against the broker-dealer; and the 
Solicited Order and the residual unexecuted contracts of the broker-
dealer Response are cancelled.
---------------------------------------------------------------------------

    Solicitation Auction with Insufficient Improving Interest. Pursuant 
to proposed Rule 1081(ii)(E)(2), if there is not sufficient size 
(considering all resting orders, quotes and Responses) to execute the 
entire Agency Order at a price(s) better than the stop price, the 
Agency Order would be executed against the Solicited Order at the stop 
price provided such price is better than the limit of any public 
customer order (excluding all-or-none) on the limit order book, on 
either the same side as or the opposite side of the Agency Order, and 
equal to or better than the contra-side PBBO.\52\ Otherwise, both the 
Agency Order and Solicited Order would be cancelled without a trade 
occurring. This proposed behavior ensures non-contingent public 
customer orders on the limit order book maintain priority. While the 
Exchange recognizes that at least one other solicitation mechanism 
offered by another exchange considers public customer orders on the 
limit order book at the stop price when determining if there is 
sufficient improving interest to satisfy the Agency Order, the proposed 
solicitation mechanism offered on Phlx would not consider such 
interest.\53\ The Exchange believes that requiring the stop price to be 
at least $0.01 better than any public customer interest on the limit 
order book ensures public customer priority of existing interest and in 
turn provides the Solicited Order participant certainty that if an 
execution occurs at the stop price, such execution would represent the 
Solicited Order and not interest which arrived after the Solicited 
Order participant stopped the Agency Order for its entire size.
---------------------------------------------------------------------------

    \52\ Proposed Rule 1081(ii)(E)(2) does not apply to Complex 
Solicitation Auctions. Rather, a parallel provision, proposed Rule 
1081(ii)(E)(4), provides that in a Complex Solicitation Auction, if 
there is not sufficient size (considering resting Complex Orders and 
Responses) to execute the entire Complex Agency Order at a price(s) 
better than the stop price, the Complex Agency Order would be 
executed against the Solicited Order at the stop price, provided 
such stop price is better than the limit of any public customer 
Complex Order (excluding all-or-none) on the Complex Order book, 
better than the cPBBO when a public customer order (excluding all-
or-none) is resting on the book in any component of the Complex 
Agency Order, and equal to or better than the cPBBO on the opposite 
side of the Complex Agency Order. This proposed behavior ensures 
non-contingent public customers on the limit order book maintain 
priority. Otherwise, both the Complex Agency Order and the Solicited 
Order would be cancelled with no trade occurring.
    \53\ See ISE Rule 716(e)(2)(i) which provides in part that in 
the case of insufficient improving interest ``[i]f there are 
Priority Customer Orders on the Exchange on the opposite side of the 
Agency Order at the proposed execution price and there is sufficient 
size to execute the entire size of the Agency Order, the Agency 
Order will be executed against the bid or offer, and the solicited 
order will be cancelled.''
---------------------------------------------------------------------------

    Example of Solicitation Auction with Insufficient Improving 
Interest. To illustrate a case where the Solicitation Auction has not 
yielded sufficient interest to improve the price for the entire Agency 
Order, assume the NBBO is $0.97-$1.03, and a buy side Agency Order for 
1000 contracts is submitted with a contra-side Solicited Order to stop 
the Agency Order at $1.00. During the Solicitation Auction, assume a 
Response is submitted to sell 100 contracts at $0.97 and another to 
sell 100 contracts at $0.99. At the end of the Solicitation Auction 
period, since there is not enough interest to execute the entire Agency 
Order at a price(s) better than the stop price, the Agency Order would 
be executed at $1.00 against the Solicited Order. The unexecuted 
Responses are then cancelled back to the sending participant.\54\
---------------------------------------------------------------------------

    \54\ To illustrate a Complex Solicitation Auction that yields 
insufficient improving interest and the operation of proposed Rule 
1081(ii)(E)(4), assume a Complex Order to buy one of option A and 
sell one of option B, 1000 times, with a cPBBO of $0.40 bid, $0.70 
offer, is submitted with a stop price of $0.65. Assume that during 
the Complex Solicitation Auction, the following Responses and order 
interest are received: a market maker (``MM1'') responds to sell the 
strategy 100 times at a price of $0.55; MM1 responds to sell the 
strategy 100 times at a price of $0.60; a broker-dealer responds to 
sell the strategy 300 times at a price of $0.60; and another market 
maker (``MM2'') responds to sell the strategy 200 times at $0.60.
    At the end of the Complex Solicitation Auction, since there is 
not sufficient size to execute the entire Complex Agency Order at a 
price(s) better than the stop price, the Complex Agency Order 
executes at the stop price of $0.65 against the Solicited Order. All 
unexecuted Responses are cancelled back to the sending participants.
---------------------------------------------------------------------------

    Proposed Rule 1081(ii)(E)(6) provides that a single quote, order or 
Response shall not be allocated a number of contracts that is greater 
than its size.
    Finally, proposed Rule 1081(ii)(E)(7) provides that a Complex 
Agency Order consisting of a stock/ETF component would not execute 
against interest comprising the cPBBO at the end of the Complex 
Solicitation Auction.\55\ Legging of a stock/ETF component would 
introduce the risk of a participant not receiving an execution on all 
components of the Complex Order and is therefore not considered as a 
means

[[Page 5872]]

of executing a Complex Order which includes a stock/ETF component. The 
Exchange believes that introducing the risk of inability to fully 
execute a complex strategy is counterproductive to, and inconsistent 
with, the effort to allow Complex Orders in the solicitation mechanism.
---------------------------------------------------------------------------

    \55\ This provision parallels PIXL Rule 1080(n)(ii)(E)(2)(g) and 
is being proposed for the same reasons explained in the Complex PIXL 
Filing. This limitation is also consistent with the handling of 
Complex Orders that include a stock/ETF component and are entered 
into the Phlx XL system. Commentary .08(a)(i) to Rule 1080 states, 
for example, that stock-option orders can only be executed against 
other stock-option orders and cannot be executed by the System 
against orders for the individual components.
---------------------------------------------------------------------------

Miscellaneous Provisions

    Proposed Rules 1081(ii)(F) through (I) address the handling of the 
Agency Order and other orders, quotes and Responses when certain 
conditions are present. Pursuant to proposed Rule 1081(ii)(F), if the 
market moves following the receipt of a Response, such that there are 
Responses that cross the then-existing NBBO (provided such NBBO is not 
crossed) at the time of the conclusion of the Solicitation Auction, 
such Responses would be executed, if possible, at their limit 
price(s).\56\ Since Responses may be cancelled at any time prior to the 
conclusion of the Solicitation Auction, the Exchange believes that this 
behavior is, at best, highly unlikely as participants would cancel 
Responses when better priced interest that they could trade against is 
present in the marketplace. This behavior is consistent with the 
current handling of PAN Responses in a PIXL Auction.
---------------------------------------------------------------------------

    \56\ Similarly, in the case of a Complex Solicitation Auction, 
if there are Responses that cross the then-existing cPBBO at the 
time of conclusion of the Complex Solicitation Auction, such 
Responses would be executed, if possible, at their limit prices. 
This provision parallels PIXL Rule 1080(n)(ii)(F).
---------------------------------------------------------------------------

    Proposed Rule 1081(ii)(G) provides that if the Solicitation Auction 
price when trading against non-solicited interest (except if it is a 
Complex Solicitation Auction) would be the same as or cross the limit 
of an order (excluding an all-or-none order) on the limit order book on 
the same side of the market as the Agency Order, the Agency Order may 
only be executed at a price that is at least $0.01 better than the 
resting order's limit price provided such execution price improves the 
stop price. If such execution price would not improve the stop price, 
the Agency Order would be executed at a price which is $0.01 better for 
the Agency Order than the stop price provided the price does not equal 
or cross a public customer order and is equal to or improves upon the 
PBBO on the opposite side of the Agency Order.\57\ If such price is not 
possible, the Agency Order and Solicited Order would be cancelled with 
no trade occurring. For example, assume the NBBO is $1.03-$1.10 when an 
order is submitted into the Solicitation Auction, that the Agency Order 
is buying and that the order is stopped at $1.05. The $1.03 bid is an 
order on Phlx. During the Solicitation Auction a Response arrives to 
sell at $1.03. At the end of the Solicitation Auction, if the Response 
to sell at $1.03 can fully satisfy the Agency Order, the auction price 
would be $1.03 but, since that price is the same as the price of a 
resting order on the book, the Agency Order would trade against the 
Response at $1.04 (an improvement of $0.01 over the resting order's 
limit). By contrast, assume a case where the NBBO is $1.03-$1.10 and 
where during the Auction an unrelated non-customer order to pay $1.04 
is received. This order rests on the book and the NBBO becomes $1.04-
$1.10. Assume the same stop price of $1.05 for an Agency Order to buy, 
and the receipt of a Response to sell at $1.04 which can fully satisfy 
the Agency order. At the end of the Solicitation Auction, the auction 
price would be $1.04 which equals the resting order on the book. In 
this case, if the trade were executed with $0.01 improvement over the 
resting order limit (that is, if the trade were executed at $1.05) the 
execution would be at the stop price. The system would not consider the 
origin of the resting order but ensures the priority of such order, 
regardless of origin by requiring that any execution occur at a price 
which improves upon the limit of a resting order by at least $0.01. In 
addition, the system only would permit the Solicited Order and no other 
interest to trade against the Agency Order at the stop price since the 
Solicited Order stopped the entire size Agency Order at a price which 
was required upon receipt to be equal to or improve the NBBO and to be 
at least $0.01 improvement over any public customer orders resting on 
the Phlx limit order book, thereby establishing priority at the stop 
price. Therefore, the execution price in this case ($1.04) would be 
$0.01 better than the stop price. This system logic ensures that the 
Agency Order receives a better priced execution than the stop price 
when trading against interest other than the Solicited Order.
---------------------------------------------------------------------------

    \57\ See also PIXL Rule 1080(n)(ii)(H). Proposed Rule 
1081(ii)(G) does not apply to Complex Solicitation Auctions. Rather, 
a parallel provision, proposed Rule 1081(ii)(H), provides that if 
the Complex Solicitation Auction price when trading against non-
solicited interest would be the same as or cross the limit of that 
of a Complex Order (excluding all-or-none) on the Complex Order Book 
on the same side of the market as the Complex Agency Order, the 
Complex Agency Order may only be executed at a price that improves 
the resting order's limit price by at least $0.01, provided such 
execution price improves the stop price. If such execution price 
would be equal to or would not improve the stop price, the Agency 
Order would be executed $0.01 better than the stop price provided 
the price does not equal or cross a non-all-or-none public customer 
Complex Order or a non-all-or-none public customer order present in 
the cPBBO on the same side as the Complex Agency Order in a 
component of the Complex Order Strategy and is equal to or better 
than the cPBBO on the opposite side of the Complex Agency Order. If 
such price is not possible, the Agency Order and Solicited Order 
would be cancelled with no trade occurring. This functionality is 
consistent with that of Complex PIXL auctions.
---------------------------------------------------------------------------

    Proposed Rule 1081(ii)(I) provides that any unexecuted Responses or 
Solicited Orders would be cancelled at the end of the Solicitation 
Auction. This behavior is consistent with the handling of unexecuted 
PAN Responses and Initiating Orders in PIXL.\58\ Both Responses and 
Solicited Orders are specifically entered into the Solicitation Auction 
to trade against the Agency Order. The Exchange believes that 
cancelling the unexecuted portion of Responses and Solicited Orders is 
consistent with the expected behavior of such interest by the 
submitting participants.
---------------------------------------------------------------------------

    \58\ See Rule 1080(n)(ii)(I).
---------------------------------------------------------------------------

Complex Agency Orders With Stock/ETF Components

    Proposed Rule 1081(ii)(J) deals with Complex Agency Orders with 
stock or ETF components and generally tracks Rule 1080(n)(ii)(J) 
applicable to PIXL. Proposed Rule 1081(ii)(J)(1) states that member 
organizations may only submit Complex Agency Orders, Complex Solicited 
Orders, Complex Orders and/or Responses with a stock/ETF component if 
such orders/Responses comply with the Qualified Contingent Trade 
Exemption from Rule 611(a) of Regulation NMS pursuant to the Act. 
Member organizations submitting such orders with a stock/ETF component 
represent that such orders comply with the Qualified Contingent Trade 
Exemption. Members of FINRA or the NASDAQ Stock Market (``NASDAQ'') are 
required to have a Uniform Service Bureau/Executing Broker Agreement 
(``AGU'') with Nasdaq Execution Services LLC (``NES'') in order to 
trade orders containing a stock/ETF component; firms that are not 
members of FINRA or NASDAQ are required to have a Qualified Special 
Representative (``QSR'') arrangement with NES in order to trade orders 
containing a stock/ETF component.
    Proposed Rule 1081(ii)(J)(2) provides that where one component of a 
Complex Agency Order, Complex Solicited Order, Complex Order or 
Response is the underlying security, the Exchange shall electronically 
communicate the underlying security component of the Complex Agency 
Order (together with the Complex Solicited Order or

[[Page 5873]]

Response, as applicable) to NES, its designated broker-dealer, for 
immediate execution.
    Such execution and reporting would occur otherwise than on the 
Exchange and would be handled by NES pursuant to applicable rules 
regarding equity trading.
    Finally, proposed Rule 1081(ii)(J)(3) states that when the short 
sale price test in Rule 201 of Regulation SHO \59\ is triggered for a 
covered security, NES would not execute a short sale order in the 
underlying covered security component of a Complex Agency Order, 
Complex Solicited Order, Complex Order or Response if the price is 
equal to or below the current national best bid.\60\ However, NES would 
execute a short sale order in the underlying covered security component 
of a Complex Agency Order, Complex Solicited Order, Complex Order or 
Response if such order is marked ``short exempt,'' regardless of 
whether it is at a price that is equal to or below the current national 
best bid.\61\ If NES could not execute the underlying covered security 
component of a Complex Agency Order, Complex Solicited Order, Complex 
Order or Response in accordance with Rule 201 of Regulation SHO, the 
Exchange would cancel back the Complex Agency Order, Complex Solicited 
Order, Complex Order or Response to the entering member organization. 
For purposes of this paragraph, the term ``covered security'' has the 
same meaning as in Rule 201(a)(1) of Regulation SHO.\62\
---------------------------------------------------------------------------

    \59\ 17 CFR 242.201. See Securities Exchange Act Release No. 
61595 (February 26, 2010), 75 FR 11232 (March 10, 2010). See also 
Division of Trading and Markets: Responses to Frequently Asked 
Questions Concerning Rule 201 of Regulation SHO, January 20, 2011 
(``SHO FAQs'') at www.sec.gov/divisions/marketreg/mrfaqregsho1204.htm.
    \60\ The term ``national best bid'' is defined in SEC Rule 
201(a)(4). 17 CFR 242.201(a)(4).
    \61\ The Exchange notes that a broker or dealer may mark a sell 
order ``short exempt'' only if the provisions of SEC Rule 201(c) or 
(d) are met. 17 CFR 242.200(g)(2). Since NES and the Exchange do not 
display the stock or ETF portion of a Complex Order, however, a 
broker-dealer should not mark the short sale order ``short exempt'' 
under Rule 201(c). See SHO FAQs Question and Answer Nos. 4.2, 5.4, 
and 5.5. See also Securities Exchange Act Release No. 63967 
(February 25, 2011), 76 FR 12206 (March 4, 2011) (SR-Phlx-2011-27) 
(discussing, among other things, Complex Orders marked ``short 
exempt'') and the Complex PIXL Filing. The system would handle short 
sales of the orders and Responses described herein the same way it 
handles the short sales discussed in the Complex PIXL Filing.
    \62\ 17 CFR 242.201(a)(4).
---------------------------------------------------------------------------

Regulatory Issues

    The proposed rule change contains two paragraphs describing 
prohibited practices when participants use the solicitation mechanism. 
These new provisions track similar provisions in the PIXL rule.\63\
---------------------------------------------------------------------------

    \63\ See Rules 1080(n)(iii) and (iv).
---------------------------------------------------------------------------

    Proposed Rule 1081(iii) states that the Solicitation Auction may be 
used only where there is a genuine intention to execute a bona fide 
transaction. It would be considered a violation of proposed Rule 1081 
and would be deemed conduct inconsistent with just and equitable 
principles of trade and a violation of Rule 707 if an Initiating Member 
submits an Agency Order (thereby initiating a Solicitation Auction) and 
also submits its own Response in the same Solicitation Auction. The 
purpose of this provision is to prevent Solicited Members from 
submitting an inaccurate or misleading stop price or trying to improve 
their allocation entitlement by participating with multiple expressions 
of interest.
    Proposed Rule 1081(iv) states that a pattern or practice of 
submitting unrelated orders or quotes that cross the stop price causing 
a Solicitation Auction to conclude before the end of the Solicitation 
Auction period would be deemed conduct inconsistent with just and 
equitable principles of trade and a violation of Rule 707.

Definition of Professional in Rule 1000(b)(14)

    In addition to proposing Rule 1081, the Exchange also proposes an 
amendment to Rule 1000(b)(14). In 2010, the Exchange amended its 
priority rules to give certain non-broker-dealer orders the same 
priority as broker-dealer orders. In so doing, the Exchange adopted a 
new defined term, the ``professional,'' for certain persons or 
entities.\64\ Rule 1000(b)(14) defines professional as a person or 
entity that (i) is not a broker or dealer in securities, and (ii) 
places more than 390 orders in listed options per day on average during 
a calendar month for its own beneficial account(s). A professional 
account is treated in the same manner as an off-floor broker-dealer for 
purposes of Phlx Rule 1014(g), to which the trade allocation algorithm 
described in proposed Rule 1081(ii)(E)(1) refers. However, Rule 
1000(b)(14) also currently states that all-or-none professional orders 
would be treated like customer orders. The Exchange proposes to amend 
Rule 1000(b)(14) by (i) specifying that orders submitted pursuant to 
Rule 1081 for the accounts of professionals would be treated in the 
same manner as off-floor broker-dealer orders for purposes of Rule 
1014(g), and (ii) adding proposed Rule 1081 to the list of rules for 
the purpose of which a professional would be treated in the same manner 
as an off-floor broker-dealer. The effect of these changes to Rule 1014 
is that professionals would not receive the same priority afforded to 
public customers in a Solicitation Auction under proposed Rule 1081, 
and instead would be treated as broker-dealers in this regard.
---------------------------------------------------------------------------

    \64\ See Securities Exchange Act Release No. 61802 (March 30, 
2010), 75 FR 17193 (April 5, 2010) (approving SR-Phlx-2010-05).
---------------------------------------------------------------------------

III. Proceedings to Determine Whether to Approve or Disapprove SR-Phlx-
2014-66 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \65\ to determine whether the proposed rule 
change should be approved or disapproved.\66\ Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues that are raised by the proposal and are discussed below. 
Institution of proceedings does not indicate that the Commission has 
reached any conclusions with respect to any of the issues involved. 
Rather, as described in greater detail below, the Commission seeks and 
encourages interested persons to comment on the proposal and inform the 
Commission's analysis whether to approve or disapprove the proposed 
rule change.
---------------------------------------------------------------------------

    \65\ 15 U.S.C. 78s(b)(2)(B).
    \66\ Section 19(b)(2)(B) of the Act provides that proceedings to 
determine whether to disapprove a proposed rule change must be 
concluded within 180 days of the date of publication of notice of 
the filing of the proposed rule change. The time for conclusion of 
the proceedings may be extended for up to an additional 60 days if 
the Commission finds good cause for such extension and publishes its 
reasons for so finding or if the self-regulatory organization 
consents to the extension.
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act, the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of, and input from, commenters with regard to the proposed 
rule change's consistency with Section 6 of the Act, and in particular 
Sections 6(b)(5).\67\ Section 6(b)(5) requires that the rules of an 
exchange be designed, among other things, to prevent fraudulent and 
manipulative acts and practices, 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 and, in general, 
to protect investors and the public interest; and are not designed to

[[Page 5874]]

permit unfair discrimination between customers, issuers, brokers, or 
dealers.\68\
---------------------------------------------------------------------------

    \67\ 15 U.S.C. 78f(b)(5).
    \68\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data and arguments with respect to the 
concerns identified above, as well as any others they may have with the 
proposal. In particular, the Commission invites the written views of 
interested persons concerning whether the proposed rule change is 
inconsistent with Section 6 or any other provision, of the Act, or the 
rules and regulations thereunder. Although there do not appear to be 
any issues relevant to approval or disapproval that would be 
facilitated by an oral presentation of views, data, and arguments, the 
Commission will consider, pursuant to Rule 19b-4, any request for an 
opportunity to make an oral presentation.\69\
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    \69\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Pub. L. 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    In addition to any other facets of the proposal on which persons 
may seek to comment, the Commission is soliciting the views of 
interested persons regarding provisions of the proposed rule change 
concerning the handling of all-or-none orders. The Commission notes 
that, in the case of a Solicitation Auction for simple orders, all 
interest on the opposite side of the Agency Order would be considered 
in determining whether the price has been improved for the full size of 
the Agency Order.\70\ However, in the case of a Complex Order auction, 
all-or-none interest would not be considered.\71\ As discussed above, 
the Exchange explains that this difference is due to a system 
limitation relating to all-or-none Complex Orders: ``All-or-none simple 
orders reside with simple orders on the book. By contrast, all-or-none 
Complex Orders reside in a separate book, in a different part of the 
trading system. Thus aggregation of all-or-none Complex Orders with 
other Complex Orders in order to determine the presence of sufficient 
improving interest is a more difficult process than aggregation of all-
or-none simple orders with other simple orders.''
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    \70\ See proposed Rule 1081(ii)(E)(1).
    \71\ See proposed Rule 1081(ii)(E)(5).
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    The Commission notes the impact that the proposed difference in 
treatment of all-or-none Complex Orders would have. For example, if a 
proposed cross was submitted to the Solicitation Auction for 1000 
contracts at a certain price, and during the auction period an all-or-
none order for the full 1000 contracts was received by the Exchange in 
its Complex Order book at a superior price, the Agency Order 
nonetheless would be awarded to the solicited party at the stop price. 
As discussed above, Phlx argues that not counting all-or-none interest 
in the case of all-or-none Complex Orders would not be impactful, 
maintaining that all-or-none Complex Orders are rare.\72\
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    \72\ The Exchange states that it reviewed six months of data 
which showed that all-or-none Complex Orders represented only 0.12% 
of all Complex Orders. See supra note 49. The Exchange also notes 
that the proposed rule provides that, if sufficient size exists to 
execute the entire Complex Agency Order at an improved price, an 
all-or-none Complex Order would be considered for trade and executed 
if possible.
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    The Commission seeks comment on this feature of the Solicitation 
Mechanism. The Commission notes that a critical factor in its 
consideration of prior solicited order mechanism proposals has been 
whether the Agency Order was adequately exposed to all potential price 
improvement before the Solicited Order may trade against it at the 
proposed cross price.
    In addition, the Commission seeks comment on the proposal's 
consideration of all-or-none orders that are resting on the book at the 
stop price at the conclusion of the auction (in both simple and Complex 
Order solicitations). The proposed rules provide, generally, that if, 
upon the conclusion of an auction, a public customer order is resting 
on the book opposite the Agency Order at the Solicited Order's stop 
price, both the Solicited Order and the Agency Order are canceled. 
However, if the public customer order was an all-or-none order, the 
proposal provides that the execution of the Solicited Order against the 
Agency Order can take place.\73\ The Commission understands this result 
to apply even if the size of the all-or-none public customer order was 
such that it otherwise would be eligible to trade against the Agency 
Order. The Commission seeks commenters' views on this feature of the 
Solicitation Mechanism.\74\
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    \73\ See proposed Rule 1081(ii)(E)(2).
    \74\ See also supra, text accompanying footnote 30, regarding 
deference to all-or-none orders in the context of crossing two 
public customer orders.
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    The Commission further requests commenters' views on Phlx's 
proposed cancellation of the Agency Order (along with the Solicited 
Order) in certain cases where non-solicited interest is present that 
could fill the Agency Order. The Commission notes, for example, one 
result of proposed Rule 1081(ii)(G), which concerns a situation (in the 
case of simple orders) where the non-solicited interest has improved 
the price to a price that is the same as, or would cross, the limit of 
an order on the limit order book on the same side of the market as the 
Agency Order. The Commission understands the proposed rule as providing 
that the Agency Order would be permitted to be executed only at a price 
that is at least $0.01 better (i.e., toward the opposite side) than the 
resting order's limit price. However, if that price, as adjusted by 
$.01, would be equal to (i.e., would not improve) the stop price, the 
non-solicited interest would not be permitted to execute against the 
Agency Order at that price. In such case, as the Commission understands 
the proposal, the price would be adjusted back to $.01 better (for the 
Agency Order) than the stop price, but only if the resting limit order 
on the Agency Order side is not a public customer order. Otherwise, the 
Agency Order and Solicited Order would be cancelled with no trade 
occurring.
    With respect to this cancellation scenario, as discussed above, 
Phlx explains that ``the system only would permit the Solicited Order 
and no other interest to trade against the Agency Order at the stop 
price since the Solicited Order stopped the entire size Agency Order at 
a price which was required upon receipt to be equal to or improve the 
NBBO and to be at least $0.01 improvement over any public customer 
orders resting on the Phlx limit order book, thereby establishing 
priority at the stop price.'' The Commission seeks comment on this 
rationale and its result.
    Another example concerns a case where, at the conclusion of the 
auction period, a public customer order is resting on the book on the 
opposite side of the Agency Order at the stop price. As noted by the 
Exchange, its proposed rule and another exchange's solicited order 
mechanism rule \75\ prohibit the execution of the Solicited Order in 
such a case. However, the proposed Phlx rule differs from the other 
exchange's rule in a case where, in addition to the public customer 
order at the stop price, there is price-improving interest of a size 
that is of insufficient size to fill the entire Agency Order on its 
own, but, when aggregated with the size of the public customer order, 
could fill the Agency

[[Page 5875]]

Order. On the other exchange, while the Solicited Order is cancelled, 
the public customer order at the stop price and the improving interest 
trade against the Agency Order. Under the Phlx's proposal, the Agency 
Order and Solicited Order are cancelled.
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    \75\ See ISE Rule 716(e), Solicited Order Mechanism.
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    The Exchange explains that its system ``only permits the Solicited 
Order and no other interest to trade against the Agency Order at the 
stop price, thus ensuring that the Agency Order receives a better 
priced execution than the stop price when trading against interest 
other than the Solicited Order.'' The Commission notes that, when there 
is a public customer order on the book at the stop price, the Solicited 
Order would not be permitted to trade in any case, because a public 
customer on the book cannot be bypassed by another order. The 
Commission seeks comment on the aspect of the Exchange's proposal that 
would cancel the Agency Order and the Solicited Order in a case where 
there is public customer interest at the stop price, and together with 
any improving interest, the Agency Order otherwise could be satisfied.
    The Commission further seeks commenters' views regarding the 
proposal's provisions regarding participation and priority in the 
allocation of the Agency Order, with respect to the Solicited Order and 
with respect to Responses, quotes and orders.
    For example, under the proposal, one of the scenarios in which a 
Solicitation Auction would conclude early is if there is a trading halt 
on the Exchange in the option series that is the subject of the 
auction.\76\ In such case, the Exchange's proposal provides that the 
entire Agency Order would be executed solely against the Solicited 
Order at the stop price, and any unexecuted Responses would be 
cancelled.\77\ The Commission notes that there can be instances in 
which an unrelated order on the side opposite the Agency Order has 
arrived on the Exchange and is resting on the book at a price that is 
superior to the stop price (from the point of view of the Agency Order) 
when the trading halt occurs. By crossing the Agency Order against the 
Solicited Order at the stop price in this situation, the Exchange would 
be executing a trade at a price that is inferior to a price on the 
Exchange's book. As noted above, the Exchange believes that public 
customer interest submitted to Phlx after submission of the Agency and 
Solicited Orders but prior to the trading halt should not prevent the 
Agency Order from being executed at the stop price since such public 
customer interest was not present at the time the Agency Order was 
`stopped' by the Solicited Order.\78\ The Commission solicits comment 
on this functionality and the Exchange's rationale.
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    \76\ See proposed Rule 1081(ii)(B)(4). The described scenario 
applies in a simple Solicitation Auction. In a Complex Solicitation 
Auction, the auction would end early any time there is a trading 
halt on the Exchange in any component of the Complex Agency Order. 
Id.
    \77\ See proposed Rule 1081(ii)(C).
    \78\ In explaining generally why Responses and other interest 
present in the system would not be considered for trading against 
the Agency Order in the case of a trading halt--which, the 
Commission notes, would apply even when the aggregate of such 
Responses and other interest was sufficient to fill the entire 
Agency Order at an improved price--the Exchange stated that ``this 
is appropriate since the participants representing tradable interest 
in the Solicitation Auction have not `stopped' the Agency Order in 
its entirety and would have no means after the auction executions 
occur to offset the trading risk they would incur because the market 
is halted if they were permitted to trade against the Agency Order 
in this instance.''
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    Interested persons are invited to submit written data, views and 
arguments regarding whether the proposed rule change should be approved 
or disapproved by [insert date 21 days from publication in the Federal 
Register]. Any person who wishes to file a rebuttal to any other 
person's submission must file that rebuttal by [insert date 35 days 
from publication in the Federal Register].
    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-Phlx-2014-66 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-Phlx-2014-66. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 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 publicly available. All 
submissions should refer to File Number SR-Phlx-2014-66 and should be 
submitted on or before February 24, 2015. If comments are received, any 
rebuttal comments should be submitted by March 10, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\79\
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    \79\ 17 CFR 200.30-3(a)(57).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-02017 Filed 2-2-15; 8:45 am]
BILLING CODE 8011-01-P

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