Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing of Proposed Rule Change To Adopt Rules for an Open-Outcry Trading Floor, 87607-87628 [2016-29042]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 81, Number 233 (Monday, December 5, 2016)]
[Notices]
[Pages 87607-87628]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-29042]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79421; File No. SR-BOX-2016-48]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing of Proposed Rule Change To Adopt Rules for an Open-Outcry 
Trading Floor

November 29, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on November 16, 2016, BOX Options Exchange LLC (the ``Exchange'' 
or ``BOX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt rules for an open-outcry trading 
floor. The text of the proposed rule change is available from the 
principal office of the Exchange, at the Commission's Public Reference 
Room and also on the Exchange's Internet Web site at https://boxexchange.com.

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

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

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

1. Purpose
    The Exchange is proposing to adopt rules to allow for open-outcry 
trading on a physical trading floor (``Trading Floor''). The Exchange 
notes that this is not a novel proposal and that other exchanges 
currently offer open-outcry trading in addition to electronic 
trading.\3\ The Exchange is proposing a hybrid model similar to these 
other exchanges.
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    \3\ NYSE Arca, Inc. (``NYSE Arca''), NASDAQ PHLX LLC (``PHLX''), 
Chicago Board Options Exchange, Incorporated (``CBOE''), and NYSE 
MKT LLC (``NYSE MKT'').
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General
    The Exchange is proposing various changes to the definition section 
of the Rulebook to accommodate the proposed Trading Floor. First, the 
Exchange is proposing to define ``Floor Participant'' as Floor Brokers 
as defined in Rule 7540 and Floor Market Makers as defined in Rule 
8510(b).\4\ The Exchange is proposing to define ``Trading Floor'' or 
``Options Floor'' as the physical trading floor of the Exchange located 
in Chicago. The Trading Floor shall consist of at least one ``Crowd 
Area'' or ``Pit''. A Crowd Area or Pit shall be marked with specific 
visible boundaries on the Trading Floor, as determined by the Exchange. 
All series for a particular option class will be allocated to the same 
Crowd Area. A Floor Broker must open outcry an order in the 
corresponding Crowd Area.
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    \4\ See proposed Rule 100(a)(26).
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    The Exchange is proposing to add the definition of ``Presiding 
Exchange Officials.'' \5\ Specifically, the President of the Exchange 
and his or her designated staff shall be responsible for monitoring: 
(1) Dealings of Floor Participants and their associated persons on the 
Trading Floor, and of the premises of the Exchange immediately adjacent 
thereto; (2) the activities of Floor Participants and their associated 
persons, and shall establish standards and procedures for the training 
and qualification of Floor Participants and their associated persons 
active on the Trading Floor; (3) all Trading Floor employees of Floor 
Brokers and Floor Market Makers, and shall make and enforce such rules 
with respect to such employees as it may deem necessary; (4) all 
connections or means of communications with the Trading Floor and may 
require the discontinuance of any such connection or means of 
communication when, in the opinion of the President or his or her 
designee, it is contrary to the welfare or interest of the Exchange; 
(5) the location of equipment and the assignment and use of space on 
the Trading Floor; and (6) relations with other options exchanges.
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    \5\ See proposed Rule 100(b)(1). Proposed Rule 100(b)(1) is 
based on PHLX Rule 1000(e).
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    Next, the Exchange is proposing to add a definition for the ``BOX 
Order Gateway.'' The BOX Order Gateway (``BOG'') is a component of the 
Exchange that is designed to enable Floor Brokers to enter transactions 
on the Trading Floor.\6\ The BOG is designed to establish an electronic 
audit trail for options orders represented and executed on the Trading 
Floor. The audit trail will provide an accurate, time-sequenced record 
of electronic and other orders, quotations and transactions on the 
Trading Floor, beginning with the receipt of an order by the Exchange, 
and further documenting the life of the order. The various features of 
the BOG will be described in greater detail below. Additionally, the 
Exchange is proposing to clarify that all transactions executed on the 
Exchange shall be done either (1) automatically by the Exchange's 
trading system pursuant to Rule 7130, or (2) by and among Floor 
Participants in the Exchange's options trading crowd; provided that the 
order is processed through the BOG.\7\ The Exchange is also proposing 
to clarify that bids and offers on the Trading Floor, to be effective, 
must be made by public outcry on the Trading Floor and that all bids 
and offers shall be general ones and shall not be specified for 
acceptance by particular Floor Participants.\8\
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    \6\ See proposed Rule 100(b)(2). Proposed Rule 100(b)(2) is 
based on PHLX Rule 1080.06.
    \7\ See proposed Rule 100(b)(3). Proposed Rule 100(b)(3) is 
based on PHLX Rule 1000(f). The Exchange notes that PHLX includes 
additional methods for executions on PHLX's Trading Floor that BOX 
is not including in proposed Rule 100(b)(3). The Exchange does not 
believe that these methods are necessary as the Exchange believes 
that all executions on the Trading Floor shall be processed through 
the BOG to ensure an accurate and complete audit trail.
    \8\ See proposed Rule 100(b)(4). Proposed Rule 100(b)(4) is 
based on PHLX Rule 1000(g). The Exchange notes that PHLX includes 
information about bidding and offering electronically as well as in 
public outcry; however, the Exchange is only proposing to include 
information about public outcry. BOX already has rules in place that 
govern electronic bidding and offering and therefore there is no 
need to mention it in proposed Rule 100(b)(4).
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    The Exchange is also proposing to provide details on how the public 
outcry on the Trading Floor will work. Specifically, the Exchange is 
proposing that bids and offers must be made in an

[[Page 87608]]

audible tone of voice and a Floor Market Maker shall be considered 
``out'' on a bid or offer if he does not respond to the Floor Broker 
who is announcing the order.\9\ A Floor Market Maker who is bidding and 
offering in immediate and rapid succession shall be deemed ``in'' until 
he says ``out'' on either bid or offer. Once the members of the trading 
crowd have provided a quote on the Trading Floor in response to a 
request, it will remain in effect until: (i) A reasonable amount of 
time has passed, or (ii) there is a significant change in the price of 
the underlying security, or (iii) the market given in response to the 
request has been improved. In the case of a dispute, the term 
``significant change'' will be interpreted on a case-by-case basis by 
an Options Exchange Official based upon the extent of the recent 
trading in the option and, in the case of equity and index options, in 
the underlying security, and any other relevant factors.
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    \9\ See proposed Rule 100(b)(5). Proposed Rule 100(b)(5) is 
based on PHLX Rule 1000(g). The Exchange notes that proposed Rule 
100(b)(5) is slightly different to PHLX Rule 1000(g). Specifically, 
PHLX Rule 1000(g) considers a member to be ``in'' on a bid or offer 
while he remains at the post, unless he shall distinctly and audibly 
say ``out.'' The Exchange is requiring the Floor Market Maker to 
make an affirmative assertion that he is ``in''. The Exchange 
believes that this difference is reasonable and necessary. Requiring 
an affirmative response by a Floor Market Maker will allow for a 
more efficient process for executing orders on the Trading Floor. 
The Exchange is concerned that requiring every Floor Market Maker to 
affirmatively be ``out'' on every order before it is executed will 
lead to unnecessary delays on the Trading Floor and has the 
potential to cause disruptions. The Exchange notes that CBOE Rule 
6.74(a) does not consider members of the trading crowd in on the 
order; they must respond to the Floor Broker. Additionally, the 
Exchange is not including part of PHLX Rule 1000(g) that requires a 
member to audibly say ``out'' before the Floor Broker submits the 
order for execution and, if the order is not executed, the member 
must audibly say ``out'' before each time the Floor Broker resubmits 
the order for execution. The Exchange is not including this 
provision of PHLX's Rule 1000(g) because, as previously stated, a 
Floor Market Maker must provide an affirmative response if they want 
to be in on the trade.
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    The Exchange is proposing that all bids or offers made on the 
Trading Floor shall be deemed to be for one option contract unless a 
specific number of option contracts is expressed in the bid or offer 
and that bid or offer for more than one option contract shall be deemed 
to be for the amount thereof or a smaller number of options 
contracts.\10\ The Exchange is also proposing the following process for 
the solicitation of quotations on the Trading Floor.\11\ Specifically, 
in response to a Floor Broker's solicitation of a single bid or offer, 
Floor Participants may discuss, negotiate, and agree upon the price or 
prices at which an order of a size greater than the Exchange's 
disseminated size can be executed at that time, or the number of 
contracts that could be executed at a given price or prices, subject to 
the provisions of the Options Order Protection and Locked/Crossed 
Market Plan \12\ and the Exchange's Rules respecting Trade-Throughs. 
Notwithstanding the foregoing, a single Floor Participant may voice a 
bid or offer independently from, and differently from, the Participants 
of a trading crowd.
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    \10\ See proposed Rule 7040(d). Proposed Rule 7040(d) is based 
on PHLX Rule 1033(a).
    \11\ See proposed Rule 7040(d)(2).
    \12\ See Securities Exchange Act Release No. 60405 (July 30, 
2009), 74 FR 39362 (August 6, 2009).
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    The Exchange is proposing to adopt Rule 7230(f) Limitation of 
Liability, which codifies that each Options Participant that physically 
conducts business on the Exchange's Trading Floor is required, at its 
sole cost, to procure and maintain liability insurance that provides 
defense and indemnity coverage for itself, any person associated with 
it, and the Exchange for any action or proceeding brought relating to 
the conduct of the Options Participant or associated person.\13\ The 
insurance shall provide defense and indemnity coverage to the Exchange 
for the Exchange's sole, concurrent, or contributory negligence, or 
other wrongdoing, relating to or in connection with such claim and the 
Exchange shall be expressly named by endorsement as an Additional 
Insured under the Insurance. The Exchange's status and rights to 
coverage under the insurance shall be the same rights of the named 
insured of the insurance, including, without limitation, rights to the 
full policy limits; and the limits for the insurance shall be not less 
than $1,000,000 without erosion by defense costs, but under no 
circumstance shall the Exchange be entitled to less than the full 
policy limits of such insurance. The insurance shall state that it is 
primary to any insurance maintained by the Exchange. Each Options 
Participant annually shall cause a certificate of insurance to be 
issued directly to the Exchange demonstrating that insurance compliant 
with this proposed Rule has been procured and is maintained. Each 
Options Participant also shall furnish a copy of the insurance to the 
Exchange for review upon the Exchange's request at any time. This 
proposed section (f) is the only section of Rule 7230 specifically 
limited to Options Participants physically located on the Exchange's 
Trading Floor.
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    \13\ Proposed Rule 7230(f) is based on PHLX Rule 652(c)(2).
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Registration
    In order for a Participant to be admitted to the Trading Floor the 
Participant will be required to register with the Exchange. 
Additionally, all Floor Participants must be registered as a 
Participant \14\ on BOX prior to registering as either a Floor Broker 
or Floor Market Maker.
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    \14\ The term ``Participant'' means a firm, or organization that 
is registered with the Exchange pursuant to the Rule 2000 Series for 
purposes of participating in options trading on BOX as an ``Order 
Flow Provider'' or ``Market Maker''. See Rule 100(a)(40).
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    The Exchange is proposing to adopt Rule 2020(h) Trading Floor 
Registration, which codifies that each Floor Broker, Floor Market Maker 
and registered representative on the Exchange Trading Floor must be 
registered as ``Member Exchange'' (``ME'') under ``BOX'' on Form U4. In 
addition, each Floor Broker, Floor Market Maker and registered 
representative on the Exchange Trading Floor must successfully complete 
the appropriate floor trading examination(s), if prescribed by the 
Exchange, in addition to requirements imposed by other Exchange 
Rules.\15\ The Exchange is also proposing to adopt procedures and a 
timeframe for submitting changes of registration status to the 
Exchange. Specifically, following the termination of, or the initiation 
of a change in the trading status of any such Floor Participant who has 
been issued an Exchange access card and a Trading Floor badge, the 
appropriate Exchange form must be completed, approved and dated by a 
firm principal, officer, or member of the firm with authority to do so, 
and submitted to the appropriate Exchange department as soon as 
possible, but no later than 9:30 a.m. ET the next business day by the 
Options Participant employer. Additionally, the Exchange proposes to 
specify that every effort should be made to obtain the person's access 
card and Trading Floor badge and to submit these to the appropriate 
Exchange department.
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    \15\ See proposed Rule 2020(h). Proposed Rule 2020(h) is based 
on PHLX Rule 620(a).
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    The Exchange is also proposing to add Rule 2020(i), which details 
Non-Participant and Clerk Registration. Specifically, all Trading Floor 
personnel, including clerks, interns, stock execution clerks and any 
other associated persons, of a Floor Participant not required to 
register pursuant to this Rule 2020 must be registered as ``Floor 
Employee'' (``FE'') under BOX on Form U4. Further, the

[[Page 87609]]

Exchange may require successful completion of an examination, in 
addition to requirements imposed by other Exchange Rules.\16\ The 
Exchange is also proposing to adopt procedures and a timeframe for 
submitting changes of Trading Floor personnel registration status to 
the Exchange. Specifically, following the termination of, or the 
initiation of a change in the status of any such personnel of a Floor 
Participant who has been issued an Exchange access card and a trading 
floor badge, the appropriate Exchange form must be completed, approved 
and dated by a Floor Participant principal, officer, or member of the 
Floor Participant with authority to do so, and submitted to the 
appropriate Exchange department as soon as possible, but no later than 
9:30 a.m. ET the next business day by the Floor Participant employer. 
Additionally, the Exchange proposes to specify that every effort should 
be made to obtain the person's access card and Trading Floor badge and 
to submit these to the appropriate Exchange department.
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    \16\ See proposed Rule 2020(i). Proposed Rule 2020(i) is based 
on PHLX Rule 620(b).
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    The Exchange is proposing Rule 2110, which details the sanctions 
for breach of regulations on the Trading Floor. Specifically, the rule 
states that an Options Exchange Official or Exchange Staff may exclude 
a Floor Participant and any associated person from the Trading Floor 
and also impose on Floor Participants and their associated persons 
fines for breaches of regulations that relate to administration of 
order, decorum, health, safety and welfare on the Exchange or an 
Options Exchange Official. Additionally, Exchange Staff may refer the 
matter for discipline in accordance with the Rule 12000 series.\17\ 
Floor Participants and/or their associated persons may be excluded from 
the Trading Floor by the Exchange for a period of up to five (5) 
business days. Proposed Rule 2110(c) covers the situation when a Floor 
Participant is excluded from the Trading Floor for a period of time. 
Specifically, if a Floor Participant and/or its associated persons 
shall be excluded for a period exceeding forty-eight hours, an 
expedited hearing (``Expedited Hearing'') will be held before the 
Hearing Panel (``Panel''), as provided in Rule 12060, or a member of 
the Panel designated by the Chairman (``Expedited Hearing Officer'') 
within forty-eight (48) business hours after the Floor Participant and/
or its associated persons' exclusion from the Trading Floor.\18\ The 
Exchange is also proposing to provide clarity on the procedures dealing 
with an exclusion from the Trading Floor, including written notice, 
availability of counsel, and ruling.
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    \17\ See proposed Rules 2110(a) and (b). Proposed Rule 2110 is 
based on PHLX Rule 60. The Exchange notes that PHLX makes reference 
to referring disciplinary matters to the Business Conduct Committee, 
which the Exchange is not including because BOX does not have a 
Business Conduct Committee. Instead, BOX is proposing to refer 
certain matters to the Hearing Panel, as provided in Rule 12060.
    \18\ See proposed Rule 2110(c).
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    Lastly, the Exchange sets forth the procedure to be followed in 
cases where a pre-set fine of up to $5,000.00 is summarily assessed for 
actions related to the Trading Floor and also the procedure to be 
followed when a Floor Participant and/or its associated persons are to 
be excluded from the Trading Floor.\19\ The proposed procedures for 
when a pre-set fine of up to $5,000 is imposed includes the following 
information: (1) Notice of fine, (2) time and place of hearing, (3) 
record, (4) procedure, (5) finding, (6) forum fee, (7) no right of 
appeal, and (8) report to the SEC. The determination that a Floor 
Participant shall be excluded from the Trading Floor is final; there 
shall be no appeal from such determination. Additionally, a report to 
the SEC may be made when a Floor Participant is excluded from the 
Trading Floor.
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    \19\ See proposed IM-2110-1 and IM-2110-2.
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    The Exchange is proposing to add Rule 2120, which will allow the 
Exchange to enforce compliance with the Order and Decorum Code for the 
Trading Floor, as provided in the Exchange's Order and Decorum Policies 
which shall be distributed to Floor Participants periodically, pursuant 
to Rule 2110. While ordinarily a finding of a violation will result in 
the appropriate pre-set fine and/or sanction, an Options Exchange 
Official or Exchange Staff may refer the matter to the Panel where it 
shall proceed in accordance with the Rule 12000 Series as 
applicable.\20\
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    \20\ See proposed Rule 2120(a).
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Broker's Blanket Bonds
    Currently, Rule 4180 Brokers' Blanket Bond provides that every OFP 
\21\ approved to transact business with the public and every Clearing 
Participant \22\ shall carry Brokers' Blanket Bonds covering officers 
and employees of the OFP in such form and in such amounts as the 
Exchange may require. The Exchange is now proposing that any Options 
Participant that has registered solely to conduct business as a Floor 
Market Maker or Floor Broker and does not conduct business with the 
public shall be exempt from the provisions of Rule 4180.\23\
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    \21\ The terms ``Order Flow Provider'' or ``OFP'' mean those 
Options Participants representing as agent Customer Orders on BOX 
and those non-Market Maker Participants conducting proprietary 
trading. See Rule 100(a)(45).
    \22\ The term ``Clearing Participant'' means an Options 
Participant that is self-clearing or an Options Participant that 
clears BOX Transactions for other Options Participants of BOX. See 
Rule 100(a)(13).
    \23\ See proposed Rule 4180(g). Proposed Rule 4180(g) is based 
on PHLX Rule 705(f)(1)(B).
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Doing Business on BOX
    The majority of the proposed rules governing the activity on the 
Trading Floor will be contained in the 7000 series, Doing Business on 
BOX, of the Exchange's Rules.
Trading on the Exchange Floor
    Dealings on the Trading Floor will be limited to the hours that the 
Exchange is open for transacting business.\24\ Specifically, the 
Exchange's normal trading hours for equity options are 9:30 a.m. ET to 
4:00 p.m. ET and for options on Exchange-Traded Fund Shares and broad-
based indexes transactions may be effected until 4:15 p.m. ET 
Additionally, if a Floor Broker wishes for an order to be considered in 
the opening trade, the Floor Broker must submit the order into the BOX 
Book \25\ electronically.\26\ The Floor Broker may do so from the 
Trading Floor using their terminal; however, the order will not receive 
any special or different treatment from any other pre-opening order 
submitted from off the Trading Floor. Additionally, a Floor Participant 
who wishes to place a Limit Order on the BOX Book must submit such a 
Limit Order electronically.\27\
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    \24\ See proposed Rule 7500. Proposed Rule 7500 is based on PHLX 
Rule 102.
    \25\ The term ``Central Order Book'' or ``BOX Book'' means the 
electronic book of orders on each single option series maintained by 
the BOX Trading Host. See Rule 100(a)(10).
    \26\ See proposed Rule 7070(d). Proposed Rule 7070(d) is based 
on PHLX Rule 1017(c).
    \27\ See proposed IM-8510-8. Proposed IM-8510-8 is based on PHLX 
Rule 1014.18.
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    The Exchange is proposing certain restrictions for dealings on the 
Trading Floor. Specifically, that no Options Participant shall, while 
on the Trading Floor, make any transactions with any non-Options 
Participants in any security admitted to dealing on the Exchange.\28\ 
Additionally, no employee of a Floor Participant shall be admitted to 
the Trading Floor unless that person is registered with and approved by 
the Exchange.\29\ The Exchange may in its discretion require the 
payment of a fee with respect to each employee so approved, and may at 
any time in its

[[Page 87610]]

discretion withdraw any approval so given.
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    \28\ See proposed Rule 7510. Proposed Rule 7510 is based on PHLX 
Rule 104.
    \29\ See proposed rule 7520. Proposed Rule 7520 is based on PHLX 
Rule 443.
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Floor Brokers
    As previously mentioned, the Exchange is proposing two categories 
of Participants on the Trading Floor; Floor Brokers and Floor Market 
Makers. A Floor Broker is an individual who is registered with the 
Exchange for the purpose, wholly on the Trading Floor, of accepting and 
handling option orders.\30\ A Floor Broker who wishes to conduct 
business on the Trading Floor must be registered as a Participant on 
BOX prior to registering as Floor Broker. A Floor Broker may take into 
his own account, and subsequently liquidate, any position that results 
from an error made while attempting to execute, as Floor Broker, an 
order.
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    \30\ See propose Rule 7540. Proposed Rule 7540 is based on PHLX 
Rule 1060. In addition to the definition in the PHLX Rule, the 
Exchange is proposing that Floor Brokers must register as Options 
Participants on BOX prior to registering as a Floor Broker on the 
Trading Floor. The Exchange believes that this additional 
requirement is reasonable as it will allow the Exchange to 
adequately monitor Participants and have uniform registration 
requirements for all Participants.
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    Prior to being admitted to the Trading Floor, a Floor Broker shall 
file an application in writing with the Exchange staff on such form or 
forms as the Exchange may prescribe.\31\ The applications received from 
potential Floor Brokers will be reviewed by the Exchange, which shall 
consider an applicant's ability as demonstrated by his passing a Floor 
Broker's examination, if prescribed by the Exchange, and such other 
factors as the Exchange deems appropriate. After reviewing the Floor 
Broker's application, the Exchange shall either approve or disapprove 
the applicant's registration as a Floor Broker.
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    \31\ See proposed Rule 7550. Proposed Rule 7550 is based on PHLX 
Rule 1061.
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Responsibilities of Floor Brokers
    Floor Brokers will have certain responsibilities while conducting 
business on the Trading Floor. The proposed rules covering Floor 
Brokers' responsibilities are based on the rules of another exchange 
\32\ with certain differences due to the design and functionality of 
the Exchange's Trading Floor. Specifically, a Floor Broker handling an 
order must use due diligence to cause the order to be executed at the 
best price or prices available to him in accordance with the Rules of 
the Exchange.\33\
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    \32\ See PHLX Rule 1063. The Exchange notes that it is not 
including the PHLX requirement that at least one Floor Market Maker 
be present at the trading post prior to representing an order for 
execution. The Exchange notes that other options exchanges with 
floors do not have this requirement.
    \33\ See proposed Rule 7570. Proposed Rule 7570 is based on PHLX 
Rule 155.
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    Floor Brokers must make a reasonable effort to ascertain whether 
each order entrusted to them is for the account of a Public Customer or 
broker-dealer.\34\ If it is determined the order is for the account of 
a broker-dealer, the Floor Broker must advise the trading crowd of that 
fact while announcing the order via public outcry and make the 
appropriate notation in the their order entry mechanism.
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    \34\ See proposed IM-7580-2. Proposed IM-7580-2 is based on PHLX 
Rule 1063.02.
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    The Exchange is also proposing rules for how a Floor Broker must 
handle contingency orders that are dependent upon the price of the 
underlying security and for how a Floor Broker must handle orders he is 
representing when they are for the account of a Market Maker.\35\ 
Specifically, for contingency orders, the Exchange is proposing that 
the Floor Broker shall be responsible for satisfying the dependency 
requirement on the basis of the last reported price of the underlying 
security in the primary market that is generally available on the 
Trading Floor at any given time. Unless mutually agreed by the 
Participants involved, an execution or non-execution that results shall 
not be altered by the fact that such reported price is subsequently 
found to have been erroneous. For orders from the account of a Market 
Maker, the Floor Broker must inform that crowd that he is handling an 
order for the account of a Market Maker and comply with proposed IM-
8510-6 and IM-8510-9.\36\ Lastly, the Exchange is proposing that a 
Floor Broker shall not be held responsible for the execution of a 
single order combining different series of options based on transaction 
prices that are established at the opening or close of trading or 
during any trading rotation.\37\
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    \35\ See proposed Rules 7580(b) and (d). Proposed Rule 7580(b) 
is based on CBOE Rule 6.73(b). The Exchange notes that CBOE's Rule 
provides for ``one-cancels-the-other orders,'' which BOX is not 
including because the Exchange does not offer these types of orders.
    \36\ See proposed Rule 7580(d). Proposed Rule 7580(d) is based 
on PHLX Rule 1063(d). PHLX's Rule provides for additional rules to 
which the Floor Broker must comply than what the Exchange is 
proposing. Specifically, PHLX Rule 1063(d) cites commentary .10, 
.11, .12, and .13 to PHLX Rule 1014; however, the Exchange is only 
proposing to copy commentary .11 and .12 to PHLX Rule 1014, see 
proposed IM-8510-6 and IM-8510-9. The Exchange is not copying PHLX 
1014.10 because it deals with specialist, which the Exchange is not 
proposing to have on the Trading Floor. Next, the Exchange is not 
copying PHLX Rule 1014.13, which deals with minimum quantity that a 
Floor Market Maker must execute in person per quarter, because the 
Exchange believes that having an in person requirement is an 
unnecessary restriction and does not fit the Exchange's Trading 
Floor.
    \37\ See proposed Rule 7580(c).
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    As previously mentioned, in order to create an electronic audit 
trail for options orders represented and executed by Floor Brokers on 
the Exchange's Trading Floor, the Exchange is proposing the BOG to aid 
Floor Brokers with the execution of orders.\38\ As such, the Exchange 
is also proposing that a Floor Broker or such Floor Broker's employees 
shall, contemporaneously upon receipt of an order and prior to the 
representation of such an order in the trading crowd, record all 
options orders onto the Floor Broker's order entry mechanism. The 
following specific information with respect to orders represented by a 
Floor Broker shall be recorded by such Floor Broker or such Floor 
Broker's employees: (i) The order type (i.e., Public Customer, 
Professional Customer, broker-dealer, Market Maker) and order receipt 
time; (ii) the option symbol; (iii) buy, sell, cross or cancel; (iv) 
call, put, complex (i.e., spread, straddle), or contingency order; (v) 
number of contracts; (vi) limit price or market order or, in the case 
of a multi-leg order, net debit or credit, if applicable; (vii) whether 
the transaction is to open or close a position; and (viii) The Options 
Clearing Corporation (``OCC'') clearing number of the broker-dealer 
that submitted the order. Additionally, a Floor Broker must enter 
complete identification for all orders entered on behalf of Market 
Makers. Any additional information with respect to the order shall be 
inputted contemporaneously upon receipt, which may occur after the 
representation and execution of the order.
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    \38\ See proposed Rule 7580(e)(1). Proposed Rule 7580(e)(1) is 
based on PHLX Rule 1063(e)(i). PHLX's Rule provides for procedures 
for submitting orders on the Trading Floor in the event of a 
malfunction of PHLX's floor order system, which BOX is not 
including. The Exchange will not allow orders on the Trading Floor 
in the event that there is a malfunction with the BOG. The Exchange 
believes that providing a trade ticket backup would raise numerous 
issues with the audit trail. In the event that the BOG goes down, 
Participants will still be allowed to submit orders to the Exchange 
electronically.
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    All orders entrusted to a Floor Broker will be considered Not Held 
Orders, unless otherwise specified by a Floor Broker's client.\39\ A 
Not Held Order is an order marked ``not held'', ``take time'', or which 
bears any qualifying notation giving discretion as to the price or time 
at which such order is to be executed. An order entrusted to a Floor 
Broker will be considered a Not Held Order, unless otherwise specified 
by a Floor

[[Page 87611]]

Broker's client.\40\ Additionally, the Exchange is proposing that it 
shall be considered conduct inconsistent with just and equitable 
principles of trade for any Floor Broker or Floor Market Maker to 
intentionally disrupt the open outcry process.\41\
---------------------------------------------------------------------------

    \39\ See proposed IM-7580-3. Proposed IM-7580-3 is based on CBOE 
Rule 6.73.06.
    \40\ See proposed Rule 7600(g). Proposed Rule 7600(g) is based 
on CBOE Rule 6.53(g).
    \41\ See proposed IM-7580-4.
---------------------------------------------------------------------------

    The Exchange is proposing that all transactions occurring on the 
Trading Floor must be processed through the BOG as provided in proposed 
Rule 7600 and must be two-sided orders, including multi-leg orders.\42\ 
Once an order is received by the BOG it is immediately sent to the 
Trading Host for execution.\43\ In the event of a malfunction in the 
BOG or any other related Trading Floor systems, orders will not be 
allowed to execute on the Trading Floor. When a Floor Broker submits an 
order for execution through the BOG, the order will be executed based 
on market conditions and in accordance with Exchange rules.\44\ All 
orders executed on the Trading Floor must be represented to the trading 
crowd prior to the order being submitted to the BOG for execution. BOG 
execution functionality will assist the Floor Broker in clearing the 
BOX Book, consistent with Exchange priority rules, as described in 
proposed Rule 7600(c). Orders on the Trading Floor will not route to an 
away exchange. Floor Brokers are responsible for handling all orders in 
accordance with Exchange priority and Trade-Through rules.
---------------------------------------------------------------------------

    \42\ See proposed Rule 7580(e)(2).
    \43\ The term ``Trading Host'' means the automated trading 
system used by BOX for the trading of options contracts. See Rule 
100(a)66.
    \44\ See proposed Rule 7580(e)(2). Proposed Rule 7580(e)(2) is 
based on PHLX Rule 1063(e)(iv). The Exchange notes that the BOG does 
not include all the same functionality as PHLX; the BOG will not 
attempt to execute an order multiple times if at first it cannot be 
executed. The Exchange also notes that Complex Orders are limited to 
four (4) legs on BOX.
---------------------------------------------------------------------------

    The Exchange is proposing rules with respect to Floor Brokers and 
discretionary transactions.\45\ Specifically, no Floor Broker shall 
execute or cause to be executed any order on the Exchange with respect 
to which such Floor Broker is vested with discretion as to: (i) The 
choice of the class of options to be bought or sold, (ii) the number of 
contracts to be bought or sold, or (iii) whether any such transaction 
shall be one of purchase or sale. However, these proposed rules shall 
not apply to any discretionary transactions executed by a Floor Market 
Maker for an account in which he has an interest. Additionally, no 
Floor Broker shall hold a Not Held Market Order to buy and a Not Held 
Market Order to sell the same series of options for the same account or 
for accounts of the same beneficial owner.\46\ Also, no Floor Broker 
shall leg a combination order for a Market Maker or accept opening or 
discretionary orders for a Market Maker who is associated with the same 
Options Participant as such Floor Broker or who is associated with 
another Options Participant which is affiliated with the same Options 
Participant as such Floor Broker. A Floor Broker may not exercise any 
discretion with respect to the order of a Market Maker or the order of 
an options market marker registered on another exchange.\47\
---------------------------------------------------------------------------

    \45\ See proposed Rule 7590. Proposed Rule 7590 is based on PHLX 
Rule 1065.
    \46\ See proposed IM-7590-1.
    \47\ See proposed IM-7590-2.
---------------------------------------------------------------------------

    Floor Brokers may use any communication device on the Trading Floor 
and in any Crowd Area to receive orders, provided that audit trail and 
record retention requirements of the Exchange are met.\48\ However, no 
person in a Crowd Area or on the Trading Floor may use any 
communication device for the purpose of recording activities on the 
Trading Floor or maintaining an open line of continuous communication 
whereby a non-associated person not located in the Crowd Area may 
continuously monitor the activities in the Crowd Area. The ability for 
Floor Brokers to receive orders while in the Crowd Area is based on the 
rules of another exchange.\49\
---------------------------------------------------------------------------

    \48\ See proposed Rule 7660(i).
    \49\ See CBOE Rule 6.23(c).
---------------------------------------------------------------------------

    The Exchange is not including certain PHLX rules related to Floor 
Broker duties to allocate, match and time stamp trades executed in open 
outcry and to submit the matched trade tickets to the exchange.\50\ BOX 
does not believe that these rules are necessary because all orders on 
the Trading Floor are only executed when they are received by the BOG, 
which will allow the Exchange to capture the required audit trail 
information.
---------------------------------------------------------------------------

    \50\ See PHLX Rule 1014(g)(vi).
---------------------------------------------------------------------------

Qualified Open Outcry Orders--Floor Crossing
    As previously mentioned, all orders on the Trading Floor must be 
two-sided and submitted for execution through the BOG. As such, BOX is 
proposing to introduce a new order type to facilitate transactions on 
the Trading Floor. Specifically, the Exchange is proposing to adopt a 
Qualified Open Outcry (``QOO'') Order type.\51\ The proposed QOO Order 
will only be allowed on the Trading Floor and only Floor Brokers may 
use the QOO Order. QOO Orders may be multi-leg orders, including 
Complex Orders, as defined in Rule 7240(a)(5) \52\ and tied to hedge 
orders as defined in proposed IM-7600-2. Such hedging position is 
comprised of a position designated as eligible for a tied hedge 
transaction as determined by the Exchange and may include the same 
underlying stock applicable to the option order, a security future 
overlying the same stock applicable to the option order or, in 
reference to an index or Exchange-Traded Fund Shares (``ETF''), a 
related instrument. A ``related instrument'' means, in reference to an 
index option, securities comprising ten percent or more of the 
component securities in the index or a futures contract on any 
economically equivalent index applicable to the option order. A 
``related instrument'' means, in reference to an ETF option, a futures 
contract on any economically equivalent index applicable to the ETF 
underlying the option order. Also, such hedging position is offered, at 
the execution price received by the Floor Broker introducing the 
option, to any in-crowd Floor Participant who has established parity or 
priority for the related options. The QOO Order must be entered as a 
two-sided order when it is submitted to the Exchange for execution 
through the BOG. There will be an initiating side and a contra-side to 
the QOO Order. The initiating side is the side of the QOO Order that 
must be filled in its entirety. The contra-side must guarantee the full 
size of the initiating side of the QOO Order and the Floor Broker may 
provide a book sweep size for the contra-side of the QOO Order as 
provided in proposed Rule 7600(h). Lastly, a QOO Order will be rejected 
if there is an ongoing auction on the option series when the QOO Order 
is received by the Exchange.\53\ A complex QOO Order will not be 
rejected if there is an ongoing auction in the options series of some, 
but not all, of the components of the complex QOO Order.
---------------------------------------------------------------------------

    \51\ See proposed Rule 7600.
    \52\ The term ``Complex Order'' means any order involving the 
simultaneous purchase and/or sale of two or more different options 
series in the same underlying security, for the same account, in a 
ratio that is equal to or greater than one-to-three (.333) and less 
than or equal to three-to-one (3.00) and for the purpose of 
executing a particular investment strategy.
    \53\ See proposed Rule 7600(a)(5).
---------------------------------------------------------------------------

    The Exchange is proposing that the execution price of the QOO Order 
must be equal to or better than the NBBO.\54\ Additionally, the QOO 
Order (1) may not trade through any equal or better priced Public 
Customer bids or offers on the BOX Book or any non-Public

[[Page 87612]]

Customer bids or offers on the BOX Book that are ranked ahead of such 
equal or better priced Public Customer bids or offers, and (2) may not 
trade through any non-Public Customer bids or offers on the BOX Book 
that are priced better than the proposed execution price. The Exchange 
notes this proposed rule is based on the rules of NYSE Arca.\55\
---------------------------------------------------------------------------

    \54\ See proposed Rule 7600(c).
    \55\ See NYSE Arca Rules 6.47 and 6.75. The Exchange notes that 
it is providing an additional provision that NYSE Arca does not have 
in its Rule. Specifically, the Exchange is providing for a book 
sweep size as provided in proposed Rule 7600(h).
---------------------------------------------------------------------------

    The Floor Broker must submit the QOO Order through the BOG. The 
Exchange is proposing that the QOO Order is not deemed executed until 
the QOO Order is received and processed by the Trading Host. Once the 
Floor Broker submits the QOO Order to the BOG there will be no 
opportunity for the submitting Floor Broker to alter the terms of the 
QOO Order.\56\
---------------------------------------------------------------------------

    \56\ The Exchange notes that the processing of an incoming QOO 
Order by the Exchange is instantaneous.
---------------------------------------------------------------------------

    The Exchange is additionally proposing that when a Floor Broker 
executes a Complex QOO Order, the priority and rules for Complex Orders 
contained in Rule 7240(b)(2) and (3) will continue to apply, except 
that the Floor Broker may disable the Complex Order Filter under Rule 
7240(b)(3)(iii). For Complex QOO Orders, the Complex QOO Orders (1) may 
not trade through any equal or better priced Public Customer Complex 
Orders on the Complex Order Book \57\ or any non-Public Customer 
Complex Orders on the Complex Order Book that are ranked ahead of such 
equal or better priced Public Customer Complex Orders, and (2) may not 
trade through any non-Public Customer Orders on the Complex Order Book 
that are priced better than the proposed execution price.
---------------------------------------------------------------------------

    \57\ The term ``Complex Order Book'' means the electronic book 
of Complex Orders maintained by the BOX Trading Host. See Rule 
7240(a)(6).
---------------------------------------------------------------------------

    As mentioned above, the Exchange is also proposing to amend the 
current rules related to Complex Orders on the Exchange in order to 
incorporate the trading of Complex Orders on the Trading Floor. 
Currently, incoming Complex Orders to the Exchange are filtered to 
ensure that each leg of a Complex Order will be executed at a price 
that is equal to or better than the NBBO and BOX BBO.\58\ The Exchange 
is now proposing that Floor Brokers may disable, on an order by order 
basis, the NBBO aspect of this protection for Complex Orders executed 
on the Trading Floor. The Exchange notes that other options exchanges 
do not require the legs of a Complex Order be executed at a price that 
is equal to or better than the NBBO and exchange BBO.\59\
---------------------------------------------------------------------------

    \58\ See Rule 7240(b)(3)(iii).
    \59\ See ISE Rule 722(b)(3).
---------------------------------------------------------------------------

    All QOO Orders must be represented to the trading crowd prior to 
the QOO Order being submitted to the BOG for execution.\60\ This 
negotiation and agreement that occurs in the trading crowd does not 
result in a final trade, but rather a ``meeting of the minds'' that is 
then submitted through the BOG for execution. The submitting Floor 
Broker must announce the order to the trading crowd and give Floor 
Participants a reasonable opportunity to respond to the QOO Order. An 
Options Exchange Official will certify that the Floor Broker adequately 
represented the QOO Order to the trading crowd.\61\
---------------------------------------------------------------------------

    \60\ See proposed Rule 7600(b). Proposed Rule 7600(b) is based 
on NYSE Arca Rule 6.47(a)(1).
    \61\ The Options Exchange Official will have a terminal that 
will allow them to certify that the Floor Broker adequately 
represented the QOO Order to the trading crowd.
---------------------------------------------------------------------------

    The Exchange believes that by having the QOO Order execute when it 
is received by the BOG, the Exchange is providing a system that will 
prevent executions that appear to be at prices that are worse than the 
NBBO due to the fact that on traditional open-outcry floors the time 
that the execution is printed may be substantially after the time an 
execution actually occurred on the trading floor. The Exchange believes 
that having the QOO Order execute when it is submitted to the BOG will 
minimize trade-through violations and provide an accurate and 
sequential audit trail. The Exchange notes that this is the same way 
executions on PHLX occur.\62\
---------------------------------------------------------------------------

    \62\ See PHLX Rule 1063(e)(iv).
---------------------------------------------------------------------------

    The Exchange is proposing that the initiating side of the QOO Order 
will first execute against any bids or offers that have priority 
pursuant to proposed Rule 7600(c), provided that an adequate book sweep 
size pursuant to proposed Rule 7600(h) was provided by the Floor 
Broker, and then the remaining balance will be executed through the 
Trading Host against the contra-side of the QOO Order.\63\ The 
executing Floor Broker will be responsible for ensuring that any Floor 
Participant that responded with interest during the Market Probe 
outlined in 7600(b) receives their allocation. The Exchange is also 
proposing that the QOO Order will not route to an away exchange, 
however, the QOO Order will not trade through any away exchange 
displaying a better price than the proposed execution price for the QOO 
Order on the Trading Floor.\64\
---------------------------------------------------------------------------

    \63\ See proposed Rule 7600(d).
    \64\ See proposed Rule 7600(e).
---------------------------------------------------------------------------

    The Exchange is proposing to provide a book sweep size on the 
Trading Floor to help Floor Brokers execute orders when there are bids 
or offers on the BOX Book that have priority over the QOO Order.\65\ 
Specifically, a Floor Broker may, but is not required to, provide a 
book sweep size for the contra-side of the QOO Order. The book sweep 
size is the number of contracts, if any, of the contra-side of the QOO 
Order that the Floor Broker is willing to relinquish to interest on the 
BOX Book that has priority pursuant to proposed Rule 7600(c). 
Specifically, any equal or better priced Public Customer bids or offers 
on the BOX Book or any non-Public Customer bids or offers on the BOX 
Book that are ranked ahead of such equal or better priced Public 
Customer bids or offers, and any non-Public Customer bids or offers on 
the BOX Book that are priced better than the proposed execution price. 
If the number of contracts on the BOX Book that have priority over the 
contra-side order is greater than the book sweep size, then the QOO 
Order will be rejected by the BOG. If the number of contracts on the 
BOX Book that have priority over the contra-side order is less than or 
equal to the book sweep size, then the QOO Order will be allowed to 
execute by the BOG. In such case, the initiating side will execute 
against interest on the BOX Book with priority and then the remaining 
quantity will execute against the contra-side order. The Exchange 
believes that this proposed feature will aid Floor Brokers in having 
more of their executions accepted by the system and will benefit the 
market as a whole by providing a tool to assist Floor Brokers in 
executing orders when there is priority interest on the BOX Book. 
Additionally, the book sweep size will provide increased opportunity 
for orders on the BOX Book to be executed. The Exchange notes, however, 
that it shall be considered conduct inconsistent with just and 
equitable principles of trade for any Floor Broker to use the book 
sweep size for the purpose of violating the Floor Broker's duties and 
obligations.\66\
---------------------------------------------------------------------------

    \65\ See proposed Rule 7600(h).
    \66\ See proposed IM-7600-3.
---------------------------------------------------------------------------

    The Exchange notes that another exchange provides functionality to 
help Floor Brokers clear the electronic book.\67\ PHLX's system has 
functionality

[[Page 87613]]

that will return the order to the Floor Broker if, after attempting to 
execute the order multiple times, the order cannot be executed. The 
Exchange believes this is similar to the proposed book sweep size that 
may result in a Floor Broker's order not executing once it is 
submitted.\68\
---------------------------------------------------------------------------

    \67\ PHLX's Floor Broker Management System (``FBMS'') provides 
execution functionality that will assist the Floor Broker in 
clearing the exchange book, consistent with exchange priority rules. 
See PHLX Rule 1063(e)(iv). Additionally, if a Floor Broker on PHLX 
enters a two-sided order through the FBMS, and there is interest on 
the PHLX electronic book at a price that would prevent the Floor 
Broker's order from executing, the FBMS will provide the Floor 
Broker with the quantity of contracts on the electronic book that 
have priority and need to be satisfied before the Floor Broker's 
order can execute at the agreed upon price. If the Floor Broker 
wishes to still execute his order, he can cause a portion of the 
floor based order to trade against this priority interest on the 
electronic book, thereby clearing the interest and permitting the 
remainder of the Floor Broker's order to trade at the desired price. 
The PHLX FBMS functionality is optional, and a Floor Broker can 
decide not to trade against the electronic book and therefore not 
execute his two-sided order at the particular price. See Securities 
Exchange Act Release No. 68960 (February 20, 2013), 78 FR 13132 
(February 26, 2013) (SR- Phlx-2013-09).
    \68\ The Exchange notes that the proposed functionality of the 
BOG on BOX will not attempt to execute an order multiple times. 
Instead, if, due to the book sweep size provided by the Floor 
Broker, the order cannot be executed by the BOG immediately, it will 
be rejected back to the Floor Broker. The similarity is in the fact 
that in both situations an order will not execute on the Trading 
Floor and will be rejected back to the Floor Broker. The Exchange 
believes that this difference between the Exchange and PHLX will 
incentivize Floor Brokers on BOX to provide an adequate book sweep 
size if they want the order to immediately execute.
---------------------------------------------------------------------------

    The following are examples of how the QOO Order will operate on the 
Trading Floor.
Example #1--Execution of a QOO Order
    The following example is designed to illustrate a QOO Order 
executing.

 NBBO (excluding BOX) 3.00-3.13
 NBBO (including BOX) 3.09-3.13
 QOO Order for 100 at 3.10 (initiating side is sell)
 Book sweep size = 0.

                                                    BOX Book
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
MM1............................             150            3.09            3.15              10  MM2.
BD1............................              15            3.08            3.16              10  MM3.
----------------------------------------------------------------------------------------------------------------

    Result: QOO Order is accepted because the price of the QOO Order 
($3.10) is better than the NBBO (including BOX) on both the initiating 
side ($3.13) and the contra-side ($3.09).
Example #2--Capping of the Book Sweep Size
    The following example illustrates how the Exchange will handle a 
QOO Order that is submitted with a book sweep size that is greater than 
the size of the QOO Order.

 NBBO (excluding BOX) 3.00-3.13
 NBBO (including BOX) 3.09-3.13
 QOO Order for 100 at 3.10 (initiating side is sell)
 Book sweep size = 200 (will be capped at the size of the QOO 
Order (100)).

                                                    BOX Book
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
MM1............................             150            3.09            3.15              10  MM2.
BD1............................              15            3.08            3.16              10  MM3.
----------------------------------------------------------------------------------------------------------------

    Result: QOO Order is accepted because the price of the QOO Order 
($3.10) is better than the NBBO (including BOX) on both the initiating 
side ($3.13) and the contra-side ($3.09).
Example #3--Rejecting a QOO Order Based on the NBBO
    The following example illustrates how the Exchange will handle a 
QOO Order that is priced outside of the NBBO.

 NBBO (excluding BOX) 3.08-3.20
 NBBO (including BOX) 3.09-3.15
 QOO Order for 100 at 3.17 (initiating side is sell)
 Book sweep size = 100.

                                                    BOX Book
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
MM1............................              50            3.09            3.15              10  MM2.
BD1............................              20            3.08            3.16              10  MM3.
----------------------------------------------------------------------------------------------------------------

    Result: QOO Order is rejected because the price of the QOO Order 
(3.17) is worse than the NBBO (including BOX) (3.15) on the initiating 
side of the QOO Order.
Example #4--Executing of a QOO Order Utilizing the Book Sweep Size
    The following example illustrates a QOO Order that utilizes the 
book sweep size and therefore executes against interest on the BOX 
Book.

 NBBO (excluding BOX) 3.07-3.20
 NBBO (including BOX) 3.09-3.15
 QOO Order for 100 at 3.09 (initiating side is sell)
 Book sweep size = 100.

[[Page 87614]]



                                                    BOX Book
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC1............................              50            3.09            3.15              10  MM2.
PC2............................              50            3.08            3.16              10  MM3.
----------------------------------------------------------------------------------------------------------------

    Result: QOO Order is accepted, as the contra-side is willing to 
relinquish the full quantity of the initiating side. The initiating 
order will trade 50 contracts against PC1 at 3.09, and then the 
remaining 50 contracts will trade at 3.09 against the contra-side.
Example #5--Insufficient Book Sweep Quantity
    The following example is designed to illustrate the situation where 
an executing Floor Broker did not provide an adequate book sweep size 
to have the QOO Order execute immediately when it was submitted to the 
BOG.

 NBBO 3.09-3.15
 QOO Order for 100 at 3.09 (initiating side is sell)
 Book sweep size = 40.

                                                    BOX Book
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC1............................              50            3.09            3.15              10  MM2.
PC2............................              50            3.08            3.16              10  MM3.
----------------------------------------------------------------------------------------------------------------

    Result: QOO Order is rejected, as the contra-side is not willing to 
relinquish adequate quantity of the initiating side. Specifically, the 
book sweep size of 40 is not sufficient to satisfy PC1's 50 contracts 
which have priority. Upon rejection, the Floor Broker may: (i) Increase 
the book sweep size and resubmit the order; or (ii) not trade the order 
on BOX.
Example #6--Trading Through an Away Exchange
    The following example is designed to illustrate how the BOG will 
handle a QOO Order that is submitted at a price that would trade-
through an away exchange.

 NBBO 3.09-3.13
 QOO Order for 100 at 3.14 (initiating side is buy)
 Book sweep size = 100.

                                                    BOX Book
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
MM1............................              50            3.09            3.15              10  MM2.
BD1............................              20            3.08            3.16              10  MM3.
----------------------------------------------------------------------------------------------------------------

    Result: QOO Order is rejected because the price of the QOO Order 
(3.14) is worse than the NBBO (3.13) on the contra-side of the QOO 
Order. The QOO Order is rejected even though the price of the QOO is 
better than the interest on the BOX Book on the initiating side (3.09) 
and the contra-side (3.15). A QOO Order will not route to an away 
exchange, however, the QOO will not trade through any away exchange 
displaying a better price.
Example #7--Complex QOO Order on the Trading Floor
    The following is an example of an execution of a Complex QOO Order 
on the Trading Floor.

 Complex QOO Order for 100 of A+B at 2.01 (initiating side is 
buy)
 Floor Broker has disabled the away NBBO filter for the Complex 
QOO Order
 Book sweep size = 100
 NBBO for Complex Order \69\ A+B is 3.06 - 3.20
---------------------------------------------------------------------------

    \69\ The NBBO for Complex Orders is based on the NBBO for the 
individual options components of such Complex Order.
---------------------------------------------------------------------------

     BOX BBO for Complex Order \70\ A+B is 2.00 - 3.20.
---------------------------------------------------------------------------

    \70\ The BOX BBO for Complex Orders is the best net bid and 
offer price based on the best bid and offer on the BOX Book for the 
individual options components of the Complex Order.

                                         BOX Book For Complex Order A+B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
 
                                --------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------


[[Page 87615]]


                                              BOX Book Instrument A
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC1............................              10            1.00            1.10              10  PC2.
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------


                                              BOX Book Instrument B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
BD1............................              10            1.00            2.10              10  BD2.
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------

    Result: Complex QOO Order is accepted because the price of the 
Complex QOO Order (2.01) is better than the BOX BBO on the initiating 
side (2.00) and the contra-side (3.20). Additionally, since the NBBO 
filter has been disabled by the Floor Broker, the Complex QOO Order 
will ignore the NBBO for Complex Order A+B (3.06 - 3.20). Even when the 
Complex QOO Order ignores the away NBBO, it must still respect interest 
on BOX.
Example #8--Complex QOO Order Rejected Due to the Book Sweep Size
    The following is an example of a Complex QOO Order that is rejected 
by the BOG because the Floor Broker did not provide an adequate book 
sweep size to satisfy the resting interest on the Complex Order Book.

     Complex QOO Order for 100 of A+B at 3.07 (initiating side 
is sell)
     Book sweep size = 25
     NBBO for Complex Order A+B is 3.06 - 3.20.

                                         BOX Book for Complex Order A+B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
MM1............................              50            3.10  ..............  ..............
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------


                                              BOX Book Instrument A
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC1............................              10            1.06            1.10              10  PC2.
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------


                                              BOX Book Instrument B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
BD1............................             100            2.00            2.10             100  BD2.
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------

    Result: Complex QOO Order is rejected because the book sweep size 
is not adequate to satisfy the resting A+B Complex Orders on the 
Complex Order Book at 3.10 (50). If, however, the book sweep size was 
for at least 50 A+B, the Complex QOO Order would execute by having 50 
A+B execute against the resting Complex Orders on the Complex Order 
Book at 3.10. The remaining 50 A+B would execute against the contra-
side order at 3.07.
Example #9--Complex QOO Order Executing Against BOX Book Interest
    The following example is designed to illustrate the situation where 
the Complex QOO Order executes against Implied Orders \71\ and resting 
Complex Orders on the Complex Order Book.
---------------------------------------------------------------------------

    \71\ An ``Implied Order'' is a Complex Order at the cNBBO, 
derived from the orders at the BBO on the BOX Book for each 
component leg of a Strategy, provided each component leg is at a 
price equal to NBBO for that series. See Rule 7240(d)(1).
---------------------------------------------------------------------------

 Complex QOO Order for 100 of A+B at 3.04 (initiating side is 
sell)
 Book sweep size = 100
 NBBO (with BOX) for Complex Order A+B is 3.06 - 3.20
 NBBO (without BOX) for Complex Order A+B is 3.04 - 3.20.

                                         BOX Book For Complex Order A+B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
MM1............................              60            3.06  ..............  ..............
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------


[[Page 87616]]


                                              BOX Book Instrument A
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC1............................              10            1.06            1.10              10  PC2.
MM2............................              90            1.05  ..............
----------------------------------------------------------------------------------------------------------------


                                              BOX Book Instrument B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
BD1............................             100            2.00            2.10             100  BD2.
----------------------------------------------------------------------------------------------------------------

    Result: Complex QOO Order is accepted because the contra-side is 
willing to relinquish the full quantity of the initiating side. The 
initiating side will execute against resting orders of the individual 
legs and resting A+B Complex Orders. Specifically, 10 A+B of the 
initiating side will execute against an Implied Order at 3.06 (leg A at 
1.06 and leg B at 2.00), 60 A+B will execute at 3.06 against resting 
A+B Complex Order and 30 A+B against an Implied Order at 3.05 (leg A at 
1.05 and leg B at 2.00).
Example #10--Complex QOO Order Executing Against BOX Book Interest With 
Remaining Interest
    The following example illustrates how the Exchange will handle a 
Complex QOO Order that executes against BOX Book interest first but 
leaves interest on the BOX Book.

 Complex QOO Order for 100 of A+B at 3.04 (initiating side is 
sell)
 Book sweep size = 100
 NBBO (with BOX) for Complex Order A+B is 3.06 - 3.20
 NBBO (without BOX) for Complex Order A+B is 3.04 - 3.20.

                                         BOX Book For Complex Order A+B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------


                                              BOX Book Instrument A
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC1............................              10            1.06            1.10              10  PC2.
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------


                                              BOX Book Instrument B
----------------------------------------------------------------------------------------------------------------
            Account                 Quantity           Buy            Sell          Quantity         Account
----------------------------------------------------------------------------------------------------------------
PC3............................              20            2.00            2.10             100  BD2.
                                 ..............  ..............  ..............  ..............
----------------------------------------------------------------------------------------------------------------

    Result: Complex QOO Order is accepted. The initiating side will 
execute against resting orders of the individual legs and then against 
the contra-side. Specifically, 10 A+B of the initiating side will 
execute against an Implied Order at 3.06 (leg A at 1.06 and leg B at 
2.00), and 90 will execute against the contra-side at 3.04. The 
unexecuted interest on the BOX Book remains after the executing of the 
Complex QOO Order.
Guarantee
    The Exchange is proposing to allow for a participation guarantee 
for certain orders executed by Floor Brokers on the Trading Floor.\72\ 
Specifically, when a Floor Broker holds an option order of the eligible 
order size or greater, the Floor Broker is entitled to cross a certain 
percentage of the original order with other orders that the Floor 
Broker is holding. The Exchange may determine, on an option by option 
basis, the eligible size for an order on the Trading Floor to be 
subject to this guarantee; however, the eligible order size may not be 
less than 500 contracts.\73\ In determining whether an order satisfies 
the eligible order size requirement, any multi-part or spread order 
must contain one leg alone which is for the eligible order size or 
greater. The percentage of the order which a Floor Broker is entitled 
to cross, after all equal or better priced Public Customer bids or 
offers on the BOX Book and any non-Public Customer bids or offers that 
are ranked ahead of such Public Customer bids or offers are filled, is 
40% of the remaining contracts in the order. However, nothing in this 
proposed Rule is intended to prohibit a Floor Broker from trading more 
than their percentage entitlement if the other Participants of the 
trading crowd do not choose to trade the remaining portion of the 
order.
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    \72\ See proposed Rule 7600(f). Proposed Rule 7600(f) is based 
on PHLX Rule 1064.02. The Exchange notes that there are certain 
differences from the PHLX rule due to the fact that the Exchange 
will not have specialists on the Trading Floor and the Exchange has 
different rules than PHLX when it comes to orders on the Trading 
Floor executing against interest on the electronic book.
    \73\ Any changes to the eligible order size shall be 
communicated to Participants via circular.
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Additional Requirements
    The Exchange is proposing additional requirements for Floor 
Participants while present on the Trading Floor.\74\

[[Page 87617]]

First, BOX is proposing that a Floor Broker must disclose all 
securities that are components of the Public Customer Order before 
requesting bids and offers for the execution of all components of the 
order. Next, the Exchange is proposing rules pertaining to treatment of 
quotes provided by Floor Participants. Specifically, a quote provided 
by a Floor Participant will remain in effect until: (1) A reasonable 
amount of time has passed; or (2) there is a significant change in the 
price of the underlying security; \75\ or (3) the market given in 
response to the request has been improved.\76\ BOX is proposing that 
the Floor Participant who established the market will, at the given 
price, have priority over all other orders that were not represented in 
the trading crowd at the time that the market was established. The 
Exchange is proposing that Floor Participants may not prevent a spread, 
straddle, stock-option, or combination cross from being completed by 
giving a competing bid or offer for one component of such order. 
Lastly, the Exchange is proposing that if a Floor Broker is crossing a 
Public Customer Order with an order that is not a Public Customer 
Order, when providing an opportunity for the trading crowd to 
participate in the transaction, shall disclose that Public Customer 
Order that is subject to crossing.
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    \74\ See proposed IM-7600-1. Proposed IM-7600-1 is based on PHLX 
Rule 1064.02. The Exchange notes that there are certain differences 
from the PHLX rule in order to account for the fact that BOX will 
not have specialists on the Trading Floor.
    \75\ In the case of a dispute, the term ``significant change'' 
will be interpreted on a case-by-case basis by an Options Exchange 
Official based upon the extent of the recent trading in the option 
and in the underlying security, and any other relevant factors.
    \76\ See proposed IM-7600-1(b).
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Tied Hedge
    BOX is proposing the adoption of rules that will allow for tied 
hedge transactions. Tied hedge transactions are transactions that 
involve an option transaction and a hedging transaction occurring on a 
non-option market, as described in greater detail below.\77\ 
Specifically, the Exchange is proposing that nothing prohibits a Floor 
Broker from buying or selling a stock, security futures, or futures 
position following receipt of an option order, including a Complex 
Order, provided that, prior to announcing such order to the trading 
crowd certain conditions are met. The option order must be in a class 
designated as eligible for tied hedge transactions as determined by the 
Exchange and is within the designated tied hedge eligibility size 
parameters, which parameters shall be determined by the Exchange and 
may not be smaller than 500 contracts per order. Additionally, there 
shall be no aggregation of multiple orders to satisfy the size 
parameter, and for Complex Orders involved in a tied hedge transaction 
at least one leg must meet the minimum size requirement. The Floor 
Broker must create an electronic record that it is engaged in a tied 
hedge transaction in a form and manner prescribed by the Exchange. The 
hedging position is comprised of a position designated as eligible for 
a tied hedge transaction as determined by the Exchange and may include 
the same underlying stock applicable to the option order, a security 
future overlying the same stock applicable to the option order or, in 
reference to an index or Exchange-Traded Fund Shares (``ETF''), a 
related instrument.\78\ Additionally, the hedging position must be 
brought without undue delay to the trading crowd and announced 
concurrently with the option order; offered to the trading crowd in its 
entirety; and offered, at the execution price received by the Floor 
Broker introducing the option, to any in-crowd Floor Participant who 
has established parity or priority for the related options. The hedging 
position must not exceed the option order on a delta basis to be 
eligible for treatment as a tied hedge order.
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    \77\ See proposed IM-7600-2. Proposed IM-7600-2 is based on NYSE 
Arca Rule 6.47.01.
    \78\ A ``related instrument'' means, in reference to an index 
option, securities comprising ten percent or more of the component 
securities in the index or a futures contract on any economically 
equivalent index applicable to the option order. A ``related 
instrument'' means, in reference to an ETF option, a futures 
contract on any economically equivalent index applicable to the ETF 
underlying the option order.
---------------------------------------------------------------------------

    The Exchange is further proposing that all tied hedge transactions 
(regardless of whether the option order is a simple or Complex Order) 
are treated the same as Complex Orders for purposes of the Exchange's 
open outcry allocation and reporting procedures. Tied hedge 
transactions are subject to the existing NBBO Trade-Through 
requirements for options and stock, as applicable, and may qualify for 
various exceptions; however, when the option order is a simple order, 
the execution of the option leg of a tied hedge transaction does not 
qualify for the NBBO Trade-Through exception for a Complex Trade 
(defined in proposed Rule 7610(e)). Floor Participants that participate 
in the option transaction must also participate in the hedging position 
and may not prevent the option transaction from occurring by giving a 
competing bid or offer for one component of such order. In the event 
the conditions in the non-options market prevent the execution of the 
non-option leg(s) at the agreed prices, the trade representing the 
options leg(s) may be cancelled. BOX is proposing that prior to 
entering tied hedge orders on behalf of Public Customers, the Floor 
Broker must deliver to the Public Customer a written notification 
informing the Public Customer that his order may be executed using the 
Exchange's tied hedge procedures. The proposed rule dealing with tied 
hedge orders is based on the rules of another options exchange.\79\
---------------------------------------------------------------------------

    \79\ See NYSE Arca Rule 6.47.01.
---------------------------------------------------------------------------

Priority in the Trading Crowd
    The Exchange is proposing rules for determining priority of bids 
and offers on the Trading Floor.\80\ Specifically, the highest (lowest) 
bid (offer) shall have priority, when two or more bids (offers) 
represent the highest (lowest) price, priority shall be afforded to 
such bids (offers) in the sequence in which they were made. If, 
however, the bids (offers) of two or more Floor Participants are made 
simultaneously, or if it is impossible to determine clearly the order 
of time in which they are made, such bids (offers) will be deemed to be 
on parity and priority will be afforded to them, insofar as 
practicable, on an equal basis. BOX is proposing that the Floor Broker 
will be responsible for determining the sequence in which bids or 
offers are vocalized on the Trading Floor from Floor Participants in 
response to the Floor Broker's bid, offer, or call for a market. Any 
disputes

[[Page 87618]]

regarding a Floor Broker's determination of time priority sequence will 
be resolved by the Options Exchange Official. An Options Exchange 
Official may nullify a transaction or adjust its terms if they 
determine the transaction to have been in violation of Exchange Rules.
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    \80\ See proposed Rule 7610. Proposed Rule 7610 is based on NYSE 
Arca Rule 6.75. The Exchange notes that it is not including certain 
sections of the NYSE Arca rule that apply to Lead Market Maker 
guarantee participation because the Exchange will not have Lead 
Market Makers on the Trading Floor. Specifically, a Lead Market 
Maker on NYSE Arca that establishes first priority during the 
vocalization process is entitled to buy or sell as many contracts as 
the Floor Broker may have available to trade. Additionally, on NYSE 
Arca, if the Lead Market Maker establishes some other priority other 
than first, the Lead Market Maker is entitled to buy or sell the 
number of contracts equal to the Lead Market Maker's guaranteed 
participation level. The Exchange is also omitting sections of the 
NYSE Arca rule that cover manual executions on the trading floor 
because the Exchange is requiring that all orders on the Trading 
Floor will not execute until they are submitted to the BOG. Lastly, 
the Exchange is not including provisions of NYSE Arca's rule that 
apply to stock-option orders because the Exchange does not offer 
this type of order. Additionally, the Exchange is not including the 
same level of detail as NYSE Arca does when referring to the actions 
that an Options Exchange Official can take when there is a dispute 
regarding a Floor Broker's determination of time priority on the 
Trading Floor. The Exchange believes that by allowing an Options 
Exchange Official the ability to nullify a transaction or adjust its 
terms when the transaction violated the Exchange's Rules will 
provide the Exchange with the ability to better monitor and enforce 
the Exchange's Rules on the Trading Floor.
---------------------------------------------------------------------------

    The Exchange is proposing that the Floor Participant with first 
priority is entitled to buy or sell as many contracts as the Floor 
Broker may have available to trade. If there are any contracts 
remaining, the Floor Participant with second priority will be entitled 
to buy or sell as many contracts as there are remaining in the Floor 
Broker's order, and so on, until the Floor Broker's order has been 
filled entirely. An Options Exchange Official has the same 
responsibilities as a Floor Broker when the Options Exchange Official 
calls for a market.
    The Exchange's proposed rules will also cover the situation where a 
Floor Broker requests a market in order to fill a large order and the 
Floor Participants provide a collective response.\81\ In such 
situation, if the size of the response, in the aggregate, is less than 
or equal to the size of the order to be filled, the Floor Participants 
will each receive a share of the order that is equal to the size of 
their respective bids or offers. If, however, the size of the response 
exceeds the size of the order to be filled, that order will be 
allocated on a size pro rata basis. Specifically, in such 
circumstances, the size of the order to be allocated is multiplied by 
the size of an individual Floor Participant's quote divided by the 
aggregate size of all Floor Participants' quotes. For example, assume 
there are 200 contracts to be allocated, Floor Market Maker #1 is 
bidding for 100, Floor Market Maker #2 is bidding for 200 and Floor 
Market Maker #3 is bidding for 500. Under the ``size pro rata'' 
allocation formula, Floor Market Maker #1 will be allocated 25 
contracts (200 x 100 / 800); Floor Market Maker #2 will be allocated 50 
contracts (200 x 200 / 800); and Floor Market Maker #3 will be 
allocated 125 contracts (200 x 500 / 800).
---------------------------------------------------------------------------

    \81\ See proposed Rule 7610(d)(5).
---------------------------------------------------------------------------

Split Price Transactions
    The Exchange is proposing rules for split price transactions 
occurring on the Trading Floor.\82\ Specifically, if a Floor 
Participant purchases (sells) one or more option contracts of a 
particular series at a particular price or prices, the Floor 
Participant must, at the next lower (higher) price at which another 
Floor Participant bids (offers), have priority in purchasing (selling) 
up to the equivalent number of option contracts of the same series that 
the Floor Participant purchased (sold) at the higher (lower) price or 
prices, provided that the Floor Participant's bid (offer) is made 
promptly and continuously and that the purchase (sale) so effected 
represents the opposite side of a transaction with the same order or 
offer (bid) as the earlier purchase or purchases (sale or sales). The 
Exchange notes that this proposed Rule 7610(f) only applies to 
transactions effected on the Trading Floor. Further, the priority 
afforded by this proposed Rule 7610(f) is effective only insofar as it 
does not conflict with Public Customer Orders represented in the BOX 
Book. Such orders have precedence over Floor Participants' orders at a 
particular price; Public Customer Orders in the BOX Book also have 
precedence over Floor Participants' orders that are not superior in 
price by at least one minimum trading increment.
---------------------------------------------------------------------------

    \82\ See proposed Rule 7610(f).
---------------------------------------------------------------------------

    Additionally, if a Floor Participant purchases (sells) 50 or more 
option contracts of a particular series at a particular price or 
prices, the Floor Participant shall, at the next lower (higher) price 
have priority in purchasing (selling) up to the equivalent number of 
option contracts of the same series that the Floor Participant 
purchased (sold) at the higher (lower) price or prices, but only if the 
Floor Participant bid (offer) is made promptly and the purchase (sale) 
so effected represents the opposite side of the transaction with the 
same order or offer (bid) as the earlier purchase or purchases (sale or 
sales). The Exchange may increase the minimum qualifying order size 
above 100 contracts for split price priority for all products. 
Announcements regarding changes to the minimum qualifying order size 
shall be made via Circular. If the bids or offers of two or more Floor 
Participants are both entitled to priority in accordance with 
paragraphs (1) and (2) of proposed Rule 7610(f), it shall be afforded 
them, insofar as practicable, on an equal basis.
    The Exchange is also proposing to add clarifying language with 
respect to split price priority that provides that Floor Participants 
who bid (offer) on behalf of a non-Market Maker Participant must ensure 
that the non-Market Maker Participant qualifies for an exemption from 
Section 11(a)(1) of the Exchange Act or that the transaction satisfies 
the requirements of Exchange Act Rule 11a2-2(T), otherwise the Floor 
Participant must yield priority to orders for the accounts of non-
Participants. The Exchange notes that the proposed rule providing for 
split price priority is similar to the rule of another exchange.\83\
---------------------------------------------------------------------------

    \83\ See NYSE Arca Rule 6.75(h).
---------------------------------------------------------------------------

Orders Executed Manually
    The Exchange is proposing Rule 7620 Orders Executed Manually to 
make clear how priority on the Trading Floor will be established based 
on account type.\84\ As mentioned above, Public Customer Orders on the 
BOX Book, along with any bids and offers of non-Public Customers ranked 
ahead of such Public Customer Orders on the BOX Book, have first 
priority. Multiple Public Customer and non-Public Customer Orders at 
the same price are ranked based on time priority. Bids and offers of 
Floor Participants in the trading crowd have second priority. These 
bids and offers include those made by Floor Market Makers and Floor 
Brokers (on behalf of orders they are representing). Bids and offers of 
non-Public Customers on the BOX Book ranked behind any Public Customer 
Orders at the same price have third priority. Such bids and offers of 
non-Public Customers will be executed on time priority. The Exchange is 
also proposing language related to Section 11(a)(1)(G) of the Exchange 
Act. Specifically, Floor Brokers relying on Section 11(a)(1)(G) of the 
Exchange Act and Rule 11a1-1(T) thereunder (``G exemption rule'') as an 
exemption must also yield priority to any equal-priced non-member bids 
or offers on the BOX Book.
---------------------------------------------------------------------------

    \84\ Proposed Rule 7620 is based on NYSE Arca Rule 6.76(d).
---------------------------------------------------------------------------

Clerks
    The Exchange is proposing to adopt Rule 7630 Clerks, which provides 
requirements for Clerks on the Trading Floor.\85\ The proposal defines 
``Clerk'' as any registered on-floor person employed by or associated 
with a Floor Broker or Floor Market Maker and is not eligible to effect 
transactions on the Trading Floor as a Floor Market Maker or Floor 
Broker. The proposed rule codifies that Clerks must display the 
badge(s) supplied by the Exchange while on the Trading Floor. Further, 
Proposed Rule 7630(c) codifies that a Clerk shall be primarily located 
at a workstation assigned to their employer or assigned to their 
employer's clearing firm unless such Clerk is (1) entering or leaving 
the Trading Floor, (2) transmitting, correcting or checking the status 
of an order or reporting or correcting an executed trade or (3) 
supervising other Clerks if he is identified as a supervisor

[[Page 87619]]

on the registration form submitted to the Exchange's Membership 
Department.
---------------------------------------------------------------------------

    \85\ Proposed Rule 7630 is based on PHLX Rule 1090.
---------------------------------------------------------------------------

    The Exchange is also proposing Rule 7630(d), which details the 
registration requirements for a Floor Broker who employs a Clerk that 
performs any function other than a solely clerical or ministerial 
function. On the Trading Floor, a Clerk may enter an order under the 
direction of a Floor Broker by way of any order handling entry 
device.\86\ Proposed Rule 7630(f) defines a Floor Market Maker Clerk as 
any on-floor Clerk employed by or associated with a Floor Market Maker, 
and details the registration requirements and conduct on the Trading 
Floor for Floor Market Maker Clerks. A Floor Market Maker Clerk is 
permitted to communicate verbal market information (i.e., bid, offer, 
and size) in response to requests for such information, provided that 
such information is communicated under the direct supervision of his or 
her Floor Market Maker employer. A Floor Market Maker Clerk may 
consummate electronic transactions under the express direction of his 
or her Floor Market Maker employer by matching bids and offers. Such 
bids and offers and transactions effected under the supervision of a 
Floor Market Maker are binding as if made by the Floor Market Maker 
employer.
---------------------------------------------------------------------------

    \86\ See proposed Rule 7630(e).
---------------------------------------------------------------------------

Disputes on the Trading Floor
    The Exchange is proposing to adopt Rule 7640 to codify the process 
for resolution of trading disputes on Trading Floor.\87\ Specifically, 
disputes occurring on and relating to the Trading Floor, if not settled 
by agreement between the Floor Participants interested, shall be 
settled by an Options Exchange Official.
---------------------------------------------------------------------------

    \87\ Proposed Rule 7640 is based on PHLX Rule 124. The Exchange 
notes that there are certain differences from the PHLX rule because 
the Exchange desires to have consistency with its existing rules 
related to reviewing an Exchange ruling.
---------------------------------------------------------------------------

    The Exchange is proposing that an Options Exchange Official shall 
institute the course of action deemed to be most fair to all parties 
under the circumstances at the time when issuing decisions for the 
resolution of trading disputes. An Options Official may direct the 
execution of an order on the Trading Floor or adjust the transaction 
terms or Participants to an executed order on the Trading Floor, and 
may also nullify a transaction if the transaction is determined to have 
been in violation of Exchange Rules. Options transactions that are the 
result of an Obvious Error or Catastrophic Error shall be subject to 
the provisions and procedures set forth in Rule 7170. The proposed rule 
also states that all rulings rendered by an Options Exchange Official 
are effective immediately and must be complied with promptly; failure 
to do so may result in an additional violation. Furthermore, failure to 
promptly comply with other Options Exchange Official rulings issued 
pursuant to the Exchange's Order and Decorum Policies (Rule 2120) or 
violation of any additional Trading Floor policies and not concerning a 
trading dispute may result in an additional violation.
    Proposed Rule 7640(d) states that Options Exchange Official rulings 
issued pursuant to the Order and Decorum Code are reviewable pursuant 
to IM-2110-1. All other Options Exchange Official rulings are 
reviewable pursuant to paragraph (e) of proposed Rule 7640. Proposed 
Rule 7640(e) states that all Options Exchange Official rulings are 
reviewable by the CRO or his or her designee, and sets forth the 
process for such review. Regulatory staff must be advised within 15 
minutes of an Options Exchange Official's ruling that a party to such 
ruling has determined to appeal from such ruling to the CRO or his or 
her designee. The Exchange may establish the procedures for the 
submission of a request for a review of an Options Exchange Official 
ruling. Options Exchange Official rulings (including those concerning 
the nullification or adjustment of transactions) may be sustained, 
overturned, or modified by the CRO or his or her designee. In making a 
determination, the CRO or his or her designee may consider facts and 
circumstances not available to the ruling Options Exchange Official, as 
well as action taken by the parties in reliance on the Options Exchange 
Official's ruling (e.g., cover, hedge, and related trading activity). 
Further, all decisions made by the CRO or his or her designee in 
connection with initial rulings on requests for relief and with the 
review of an Options Exchange Official ruling pursuant to this proposed 
Rule 7640(e) shall be documented in writing and maintained by the 
Exchange in accordance with the record keeping requirements set forth 
in the Securities Exchange Act of 1934, as amended, and the rules 
thereunder. A Floor Participant seeking review of an Options Exchange 
Official ruling shall be assessed a fee of $250.00 for each Options 
Exchange Official ruling to be reviewed that is sustained and not 
overturned or modified by the CRO or his or her designee.\88\ All 
decisions of the CRO or his or her designee shall be final and may not 
be appealed to the Exchange's Board of Directors. Additionally, all 
decisions of the CRO or his or her designee are effective immediately 
and must be complied with promptly. Failure to promptly comply with a 
decision of Exchange may result in an additional violation.
---------------------------------------------------------------------------

    \88\ In addition, in instances where the Exchange, on behalf of 
an Options Participant, requests a review by another options 
exchange, the Exchange will pass any resulting charges through to 
the relevant Options Participant.
---------------------------------------------------------------------------

    Lastly, as discussed in proposed IM-7640-1, the Exchange may 
determine that an Options Exchange Official is ineligible to 
participate in a particular ruling where it appears that such Options 
Exchange Official has a conflict of interest. The Exchange also sets 
forth when a conflict of interest exists, and allows that Exchange 
staff may consider other circumstances, on a case-by-case basis, in 
determining the eligibility or ineligibility of a particular Options 
Exchange Official to participate in a particular ruling due to a 
conflict of interest.\89\
---------------------------------------------------------------------------

    \89\ See proposed IM-7640-1.
---------------------------------------------------------------------------

Trading for Joint Account
    The Exchange is proposing Rule 7650, which will govern Trading for 
Joint Accounts.\90\ Specifically, it stipulates that while on the 
Trading Floor, no Options Participant shall initiate the purchase or 
sale on the Exchange of any security for any account in which he, his 
Options Participant organization or a participant therein, is directly 
or indirectly interested with any person other than such Options 
Participant or participant therein. The Exchange further clarifies that 
these provisions shall not apply to any purchase or sale by any Options 
Participant for any joint account maintained solely for effecting bona 
fide domestic or foreign arbitrage transactions.
---------------------------------------------------------------------------

    \90\ Proposed Rule 7650 is based on PHLX Rule 772.
---------------------------------------------------------------------------

Communications and Equipment
    The Exchange is proposing Rule 7660 Communications and Equipment, 
which deals with communication and equipment on the Trading Floor. 
Specifically, the proposed rule details which communication devices are 
prohibited; provides the Exchange with the ability to remove any 
communication device that is in violation; sets forth the registration 
requirement and process; specifies the capacity and functionality of 
communication devices; outlines the communication devices allowed to 
Floor Market Makers, Floor Brokers, and Clerks; requires the 
maintenance of telephone records, and excludes the

[[Page 87620]]

Exchange from liability due to conflicts between communication devices 
or due to electronic interference. Additionally, the Exchange will 
establish a communication device policy and violations of such policy 
may result in disciplinary action by the Exchange.\91\ Proposed IM-
7660-2 clarifies that proposed Rule 7660 and any relevant Exchange 
policy are intended to apply to all communication and other electronic 
devices on the Floor of the Exchange, including, but not limited to, 
wireless, wired, tethered, voice, and data. The Exchange notes that the 
proposed rules applicable to communication and equipment on the Trading 
Floor are based on the rules of another exchange.\92\ Lastly, Proposed 
IM-7660-3 provides the Exchange with the ability to limit or revoke the 
use of any communication device on the Trading Floor whenever the 
Exchange determines that use of such communication device: (1) 
Interferes with the normal operation of the Exchange's own systems or 
facilities or with the Exchange's regulatory duties, (2) is 
inconsistent with the public interest, the protection of investors or 
just and equitable principles of trade, or (3) interferes with the 
obligations of a Floor Participant to fulfill its duties under, or is 
used to facilitate any violation of, the Act or rules thereunder, or 
Exchange rules. The Exchange notes that proposed IM-7660-3 is based on 
the rules of another exchange.\93\
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    \91\ See proposed IM-7660-1.
    \92\ See PHLX Rule 606. The Exchange notes that it is not 
copying PHLX Rule 606(b)(2)(i), which prohibits any member from 
establishing communication devices on the floor. The Exchange 
believes that this provision is not necessary and would be contrary 
to the Exchange's proposed Trading Floor design. Specifically, the 
Exchange will not be providing communication devices for Floor 
Participants; Floor Participants will be responsible for providing 
their own communication devices. Therefore, the inclusion of this 
provision would directly conflict with the Exchange's plan. 
Additionally, proposed Rule 7660(g) contains a provision not 
included in PHLX's rule that requires wireless telephone and other 
communication devices on the Options Floor to comply with applicable 
floor policies. The Exchange believes this provision is important as 
to make clear the restrictions and requirements applicable to 
communication devices on the Trading Floor.
    \93\ See CBOE Rule 6.23(b). The Exchange notes that although 
other provisions of proposed Rule 7660 are based on PHLX, PHLX does 
not allow Floor Brokers to receive orders while in the trading 
crowd; therefore, the Exchange is proposing to follow CBOE, which 
allows Floor Brokers to receive orders in the trading crowd.
---------------------------------------------------------------------------

Floor Market Makers
    The Exchange is proposing Rule 8500 Floor Market Maker, which 
details the rules surrounding Floor Market Makers, including 
registration as a Market Maker and suspension and termination of a 
Floor Market Maker.\94\ Specifically, with regard to suspension or 
termination, the registration of any Options Participant as a Floor 
Market Maker may be suspended or terminated by the Exchange upon a 
determination that such Options Participant has failed to properly 
perform as a Floor Market Maker.
---------------------------------------------------------------------------

    \94\ See proposed Rules 8500(a) and (b). Proposed Rules 8500(a) 
and (b) are based on PHLX Rule 1020. There are certain differences 
with PHLX's rule due to the fact that PHLX has additional categories 
of Participants that the Exchange does not.
---------------------------------------------------------------------------

    Proposed Rule 8500 codifies that a Floor Market Maker shall only 
quote in classes on the Trading Floor for which the Market Maker is 
already quoting electronically. Therefore, a Floor Market Maker must 
already be registered as a Market Maker on BOX prior to becoming a 
Floor Market Maker. The Exchange proposes that a Floor Market Maker 
shall not effect on the Exchange purchases or sales of any option in 
which such Floor Market Maker is registered, for any account in which 
he or his Options Participant is directly or indirectly interested, 
unless such dealings are reasonably necessary to permit such Floor 
Market Maker to maintain a fair and orderly market.\95\
---------------------------------------------------------------------------

    \95\ See proposed Rule 8500(c).
---------------------------------------------------------------------------

    Also, the Exchange proposes certain expectations of Floor Market 
Makers. Specifically, proposed Rule 8500(d) details that it is 
ordinarily expected that a Floor Market Maker will engage, to a 
reasonable degree under the existing circumstances, in dealings for his 
own account in options when lack of price continuity or lack of depth 
in the options market or temporary disparity between supply and demand 
in the options market exists or is reasonably to be anticipated. The 
Exchange is proposing that transactions effected on the Exchange by a 
Floor Market Maker for his own account, and in the options in which he 
is registered, are to constitute a course of dealings reasonably 
calculated to contribute to the maintenance of price continuity with 
reasonable depth, and to the minimizing of the effects of temporary 
disparity between supply and demand, immediate or reasonably to be 
anticipated. Transactions in such options not part of such a course of 
dealings are not to be effected by a Floor Market Maker for his own 
account.\96\
---------------------------------------------------------------------------

    \96\ See proposed Rule 8500(d).
---------------------------------------------------------------------------

    The Exchange is proposing Rule 8510 which will govern the 
obligations and restrictions applicable to Floor Market Makers.\97\ 
Generally, transactions of a Floor Market Maker should constitute a 
course of dealings reasonably calculated to contribute to the 
maintenance of a fair and orderly market, and those Participants should 
not enter into transactions or make bids or offers that are 
inconsistent with such a course of dealings.\98\ Additionally, the 
Exchange is proposing to define a Floor Market Maker as an Options 
Participant on the Exchange located on the Trading Floor who has 
received permission from the Exchange to trade in options for his own 
account.\99\
---------------------------------------------------------------------------

    \97\ Proposed Rule 8510 is based on PHLX Rule 1014. PHLX Rule 
1014 includes numerous sections that the Exchange is not including 
in proposed Rule 8510. The majority of the sections that the 
Exchange is omitting are not relevant to BOX. Specifically, they 
involve rules related to Participant categories that the Exchange 
does not and will not have on BOX. These include Streaming Quote 
Trader, which is a Registered Option Trader who has received 
permission from PHLX to submit electronic quotes only while they are 
present on the floor, and specialists. Additionally, the Exchange is 
not copying PHLX Rule 1014.06, which covers information barriers, 
because the Exchange already has rules covering misuse of material 
information. See Securities Exchange Act Release No. 75916 
(September 14, 2015), 80 FR 56503 (September 18, 2015) (SR-BOX-2015-
31). The Exchange is not copying PHLX Rules 1014.13 and 1014.14 
because the PHLX Rules deal with types of activities and members 
that will not be present on BOX's Trading Floor. As previously 
mentioned, PHLX Rule 1014.13 requires an in person minimum that the 
Exchange does not believe is necessary on the Trading Floor. 
Additionally, PHLX Rule 1014.14 does not apply to BOX because all 
Floor Market Makers are required to quote electronically in all 
classes they quote on the Trading Floor.
    \98\ See proposed Rule 8510(a).
    \99\ See proposed Rule 8510(b).
---------------------------------------------------------------------------

    More specifically, the Exchange is proposing two Floor Market Maker 
Obligations: (1) Continuous Electronic Quoting Obligation; and (2) 
Continuous Open Outcry Quoting Obligation.\100\ With regard to 
Continuous Electronic Quoting, Floor Market Makers are obligated to 
quote electronically in all classes that the Floor Market Maker quotes 
on the Trading Floor.\101\ The second Floor Market Maker Obligation, 
Continuous Open Outcry Quoting Obligation, requires Floor Market Makers 
to provide a two-sided market on the Trading Floor complying with the 
quote spread parameter requirements contained in proposed Rule 
8510(d)(1).\102\ As part of the Continuous Open Outcry Quoting 
Obligation, such Floor Market Makers shall provide such quotations with 
a size of not less than 10 contracts.
---------------------------------------------------------------------------

    \100\ See proposed Rule 8510(c).
    \101\ See proposed Rule 8510(c)(1). The Exchange notes that PHLX 
does not include the requirement that the a Floor Market Maker being 
quoting electronically in all classes that the Floor Market Maker 
quotes on the Trading Floor. The Exchange believes that this 
proposed difference will lead to more robust quoting that will 
benefit all market participants.
    \102\ See proposed Rule 8510(c)(2).
---------------------------------------------------------------------------

    The Exchange also proposes affirmative obligations for Floor Market

[[Page 87621]]

Makers in classes of option contracts to which they are assigned. 
Specifically, whenever a Floor Market Maker is called upon by an 
Options Exchange Official or a Floor Broker to make a market, the Floor 
Market Maker is expected to engage, to a reasonable degree under the 
existing circumstances, in dealing for his own account when there 
exists, or it is reasonably anticipated that there will exist, a lack 
of price continuity, a temporary disparity between the supply of and 
demand for a particular option contract, or a temporary distortion of 
the price relationships between option contracts of the same 
class.\103\ Additionally, the Exchange proposes the following 
obligations on Floor Market Makers while performing their market making 
activities on the Trading Floor: (1) Quote Spread Parameters (Bid/Ask 
Differentials) \104\ and (2) Maximum Option Price Change.\105\ 
Specifically, Floor Market Makers shall provide a bid/ask differential 
on the Trading Floor for options on equities and index options by 
bidding and/or offering so as to create differences of no more than 
$0.25 between the bid and the offer for each option contract for which 
the prevailing bid is less than $2; no more than $0.40 where the 
prevailing bid is $2 or more but less than $5; no more than $0.50 where 
the prevailing bid is $5 or more but less than $10; no more than $0.80 
where the prevailing bid is $10 or more but less than $20; and no more 
than $1 where the prevailing bid is $20 or more, provided that, in the 
case of equity options, the bid/ask differentials stated above shall 
not apply to in-the-money series where the market for the underlying 
security is wider than the differentials set forth above. For such 
series, the bid/ask differentials may be as wide as the quotation for 
the underlying security on the primary market, or its decimal 
equivalent rounded up to the nearest minimum increment. The Exchange 
may establish differences other than the above for one or more series 
or classes of options.\106\ Quotations provided in open outcry may not 
be made with $5 bid/ask differentials provided in Rule 8040(a)(7) and 
instead must comply with the legal bid/ask differential requirements 
described in this subparagraph. These proposed obligations for Floor 
Market Maker are based on the rules of another exchange.\107\
---------------------------------------------------------------------------

    \103\ See proposed Rule 8510(d).
    \104\ See proposed Rule 8510(d)(1).
    \105\ On the Trading Floor, a Floor Market Maker shall not be 
bidding more than $1 lower and/or offering no more than $1 higher 
than the last preceding transaction price for the particular option 
contract. However, this standard shall not ordinarily apply if the 
price per share of the underlying stock or Exchange-Traded Fund 
Share has changed by more than $1 since the last preceding 
transaction for the particular option contract. See proposed Rule 
8510(d)(2).
    \106\ The Exchange notes that the ability to provide different 
quoting requirements is not novel and the Exchange already has this 
ability when it comes to electronic quoting requirements. See Rule 
8040(a)(7). Additionally, another Exchange allows for the same on 
their floor. See PHLX Rule 1014(c)(i)(A)(1)(a).
    \107\ See PHLX Rule 1014(c)(i)(A). The Exchange is not including 
all of PHLX rules related to Floor Market Maker quoting obligations. 
Specifically, the Exchange is not including PHLX rules applicable to 
foreign currency options because BOX does not list for trading 
foreign currency options.
---------------------------------------------------------------------------

    The Exchange is also proposing restrictions for Floor Market Makers 
in classes of option contracts other than those to which they are 
appointed. Specifically, with respect to classes in which Floor Marker 
Makers are not appointed, Floor Market Makers should not (1) 
individually or as a group, intentionally or unintentionally, dominate 
the market in option contracts of a particular class; or (2) effect 
purchases or sales on the Trading Floor of the Exchange except in a 
reasonable and orderly manner; (3) be conspicuous in the general market 
or in the market in a particular option.\108\ Further, the Exchange 
proposes additional restrictions on Floor Market Makers.\109\ 
Specifically, except as otherwise provided, no Floor Market Maker shall 
(1) initiate a transaction while on the Trading Floor for any account 
in which he has an interest and execute as Floor Broker an off-floor 
order in options on the same underlying interest during the same 
trading session, or (2) retain priority over an off-floor order while 
establishing or increasing a position for an account in which he has an 
interest while on the Trading Floor of the Exchange.\110\
---------------------------------------------------------------------------

    \108\ See proposed Rule 8510(e).
    \109\ See proposed Rule 8510(f).
    \110\ This provision shall not apply to (1) any transaction by a 
registered Floor Market Maker in an option in which he is so 
registered; or (2) any transaction, other than a transaction for an 
account in which a Floor Market Maker has an interest, made with the 
prior approval of an Options Exchange Official to permit a member to 
contribute to the maintenance of a fair and orderly market in an 
option, or any purchase or sale to reverse any such transaction; or 
(3) any transaction to offset a transaction made in error. See 
proposed Rule 8510(g).
---------------------------------------------------------------------------

    Proposed Rule 8510(h) discusses option priority and parity on the 
Trading Floor. Specifically, it references proposed Rule 7610, which 
directs Floor Participants in the establishment of priority of orders 
on the Trading Floor. An account type is either a controlled account or 
a Public Customer account.\111\ Option orders of controlled accounts 
are required to yield priority to Public Customer Orders when competing 
at the same price, as described below. Orders of controlled accounts 
are not required to yield priority to other controlled account orders. 
Additionally, the Exchange is clarifying that orders of controlled 
accounts, other than a Floor Market Maker market making in person, must 
be (1) verbally communicated as for a controlled account when placed on 
the Trading Floor and when represented to the trading crowd and (2) 
recorded as for a controlled account by making the appropriate notation 
on the Floor Broker's system. Further, the Exchange is proposing to 
clarify that in situations where the allocation of contracts result in 
fractional amounts of contracts to be allocated to Floor Participants, 
the number of contracts to be allocated shall be rounded in a fair and 
equitable manner.
---------------------------------------------------------------------------

    \111\ A controlled account includes any account controlled by or 
under common control with a broker-dealer. Public Customer accounts 
are all other accounts.
---------------------------------------------------------------------------

    The Exchange is also clarifying that Floor Participants must follow 
just and equitable principles of trade when dealing on the Trading 
Floor.\112\ Specifically, it shall be considered conduct inconsistent 
with just and equitable principles of trade for a Floor Participant (1) 
to allocate orders other than in accordance with the Exchange's 
priority rules applicable to floor trades; (2) to enter into any 
agreement with another Floor Participant concerning allocation of 
trades; or (3) to harass, intimidate or coerce any Floor Participant, 
or to make or refrain from making any complaint or appeal.
---------------------------------------------------------------------------

    \112\ See proposed Rule 8510(h)(4).
---------------------------------------------------------------------------

    The Exchange is proposing substantial Interpretive Material to 
supplement the Floor Market Maker Rules.\113\ Specifically, the 
Exchange is proposing IM-8510-1, which provides that the obligations of 
a Floor Market Maker with respect to those classes of options to which 
he is assigned shall take precedence over his other activities. The 
Exchange is proposing IM-8510-2, which details non-electronic orders 
and states that Floor Market Makers participating in a trading crowd 
may, in response to a verbal request for a market by a Floor Broker, 
state a bid or offer

[[Page 87622]]

that is different than their electronically submitted bid or offer, 
provided that such stated bid or offer is not inferior to such 
electronically submitted bid or offer, except when such stated bid or 
offer is made in response to a Floor Broker's solicitation of a single 
bid or offer as set forth in proposed Rule 7040(d)(2).\114\ A Floor 
Market Maker shall be deemed to be participating in the crowd if such 
Floor Market Maker is, at the time an order is represented in the 
crowd, physically located in the specific Crowd Area. A Floor Market 
Maker who is physically present in such Crowd Area may engage in 
options transactions in assigned issues as a crowd participant, 
provided that such Floor Market Maker fulfills the requirements set 
forth in proposed Rule 8510. A Floor Market Maker shall be deemed to be 
participating in a single Crowd Area. The Exchange is proposing to 
define the term ``on the floor'' as meaning the Trading Floor of the 
Exchange; the rooms, lobbies and other premises immediately adjacent 
thereto made available by the Exchange for use by Floor Participants 
generally; other rooms, lobbies and premises made available by the 
Exchange primarily for use by Floor Participants; and the telephone and 
other facilities in any such place.\115\ The Exchange is also proposing 
that the provisions of this Proposed Rule 8510 do not apply to 
transactions initiated by a Floor Market Maker for an account in which 
he has an interest unless such transactions are either initiated by a 
Floor Market Maker while on the Floor or unless such transactions, 
although originated off the Floor, are deemed on-Floor transactions 
under the provisions of these Rules.\116\
---------------------------------------------------------------------------

    \113\ The proposed Interpretive Material to supplement the Floor 
Market Maker Rules is based mostly on commentary to PHLX Rule 1014. 
The Exchange notes that it is not copying all of the commentary to 
PHLX Rule 1014 as some of the commentary is not applicable because 
it involves specialists, which the Exchange does not have or the 
commentary is covered by different proposed rules.
    \114\ Proposed IM-8510-2 is based on PHLX Rule 1014.05(c). The 
Exchange is not including all of PHLX Rue 1014.05(c). Specifically, 
the Exchange is not including provisions of the PHLX Rule related to 
specialist because the Exchange does not have specialists and is not 
proposing to have specialists. The Exchange is also not including 
PHLX provisions related to priority of orders represented on the 
floor because the Exchange is copying the floor priority provisions 
from NYSE Arca and they are covered by proposed Rule 7600(c)
    \115\ See proposed IM-8510-3(a). Proposed IM-8510-3(a) is based 
on PHLX Rule 1014.07.
    \116\ See proposed IM-8510-3(b). Proposed IM-8510-3(b) is based 
on PHLX Rule 1014.07.
---------------------------------------------------------------------------

    Additionally, the Exchange proposes that an off-Floor order for an 
account in which a Participant has an interest is to be treated as an 
on-Floor order if it is executed by the Participant who initiated 
it.\117\ Proposed IM-8510-4 also includes additional transactions that 
will be considered on-Floor transactions, including any transaction for 
an account in which a Floor Market Maker has an interest if such 
transaction is initiated off the Trading Floor by such Floor Market 
Maker after he has been on the Trading Floor during the same day. 
Additionally, any transactions for a Participant for an account in 
which it has an interest: (1) Which results for an order entered off 
the Floor following a conversation relating thereto with a Floor 
Participant on the Floor who is a partner of or stockholder in such 
Participant; or (2) which results from an order entered off the Floor 
following the unsolicited submission from the Floor to the office of a 
quotation in a stock or Exchange-Traded Fund Share and the size of the 
market by a Participant on the Floor who is a partner of or stockholder 
in such Participant; or (3) which results from an order entered off the 
Floor which is executed by a Participant on the Floor who is a partner 
of or stockholder in such Participant and who had handled the order on 
a ``not-held'' basis; \118\ or (4) which results from an order entered 
off the Floor which is executed by a Participant on the Floor who is a 
partner of or stockholder in such Participant and who has changed the 
terms of the order.
---------------------------------------------------------------------------

    \117\ See proposed IM-8510-4. Proposed IM-8510-4 is based on 
PHLX Rule 1014.08.
    \118\ However, the following are not on-Floor orders and such 
restrictions shall not apply to an order: (1) To sell an option for 
an account in which the Participant is directly or indirectly 
interested if in facilitating the sale of a large block of stock or 
Exchange-Traded Fund Shares, the Participant acquired its position 
because the demand on the Floor was not sufficient to absorb the 
block at a particular price or prices; or (2) to purchase or sell an 
option for an account in which the Options Participant is directly 
or indirectly interested if the Options Participant was invited to 
participate on the opposite side of a block transaction by another 
Options Participant or a partner or stockholder therein because the 
market on the Floor could not readily absorb the block at a 
particular price or prices; or (3) to purchase or sell an option for 
an account in which the Participant is directly or indirectly 
interested if the transaction is on the opposite side of a block 
order being executed by the Participant for the account of its 
customer and the transaction is made to facilitate the execution of 
such order.
---------------------------------------------------------------------------

    The Exchange is proposing that an on-Floor order given by a Floor 
Market Maker to a commission broker, for an account in which the Floor 
Market Maker has an interest, is subject to all the rules restricting 
Floor Market Makers.\119\
---------------------------------------------------------------------------

    \119\ See proposed IM-8510-5. Proposed IM-8510-5 is based on 
PHLX Rule 1014.09.
---------------------------------------------------------------------------

    The Exchange is proposing that the number of Floor Market Makers in 
the trading crowd who are establishing or increasing a position may 
temporarily be limited when, in the judgment of an Options Exchange 
Official, the interests of a fair and orderly market are served by such 
limitation.\120\ Additionally, the Exchange is proposing that the 
Exchange may adopt policies affecting the location of Floor 
Participants on the Trading Floor in the interest of a fair and orderly 
market.\121\ Lastly, the Exchange is proposing that a Floor Market 
Maker cannot acquire a ``long'' position by pairing off with a sell 
order before the opening, unless all off-Floor bids at that price are 
filled.\122\
---------------------------------------------------------------------------

    \120\ See proposed IM-8510-6. Proposed IM-8510-6 is based on 
PHLX Rule 1014.12.
    \121\ See proposed IM-8510-7. Proposed IM-8510-7 is based on 
PHLX Rule 1014.17.
    \122\ See proposed IM-8510-9. Proposed IM-8510-9 is based on 
PHLX Rule 1014.11.
---------------------------------------------------------------------------

    The proposed rules applicable to Floor Market Makers are based 
predominately on the rules of PHLX. However, BOX omitted certain PHLX 
rules from the proposed rules due to certain differences with how the 
Exchange is designing the Trading Floor. The Exchange is not including 
any of PHLX's waiver provisions in the proposed rules.\123\ The 
Exchange does not believe that waiver provisions are necessary because 
the Exchange is not having specialists who have entitlement guarantees 
that they could waive on the Trading Floor. Additionally, BOX is not 
including rules related to foreign currency options because the 
Exchange does not list for trading options on foreign currencies.
---------------------------------------------------------------------------

    \123\ See PHLX Rule 1014(g)(v)(D).
---------------------------------------------------------------------------

    The Exchange is not including certain PHLX rules related to 
participation guarantees, allocation and priority. PHLX participant 
guarantee rules are designed to provide a guarantee entitlement to 
specialists on the trading floor. BOX is not proposing to have 
specialists on the Trading Floor and therefore there is no reason to 
include these PHLX rules. Additionally, BOX's proposed allocation and 
priority rules for orders executed on the Trading Floor are based on 
the rules of NYSE Arca \124\ and not those of PHLX. The Exchange 
proposes Rule 8530 which details the resolution of an uncompared 
trade.\125\ Specifically, when a disagreement between Floor 
Participants arising from an uncompared Exchange options transaction 
cannot be resolved by mutual agreement prior to 10:00 a.m. on the first 
business day following the trade date, the parties shall promptly, but 
not later than 3:30 p.m. on such day close out the transaction in the 
following manner. The Floor Participant representing the purchaser in 
the uncompared Exchange options transaction shall promptly enter into a 
new Exchange options transaction on the Floor of the Exchange to 
purchase the option contract that was the subject of the uncompared 
Exchange options

[[Page 87623]]

transaction. The Floor Participant representing the writer in the 
uncompared Exchange options transaction shall promptly enter into a new 
Exchange options transaction on the Floor of the Exchange to sell 
(write) the option contract that was the subject of the uncompared 
Exchange options transaction. Any claims for damages resulting from 
such transactions must be made promptly for the accounts of the Floor 
Participants involved and not for the accounts of their respective 
customers. Notwithstanding the foregoing, if either Floor Participant 
is acting for a firm account in an uncompared Exchange options 
transaction and not for the account of a Public Customer, such Floor 
Participant need not enter into a new transaction, in which event money 
differences will be based solely on the closing transaction of the 
other party to the uncompared transaction. In the event an uncompared 
transaction involves an option contract of a series in which trading 
has been terminated or suspended before a new Exchange options 
transaction can be effected to establish the amount of any loss, the 
Floor Participant not at fault may claim damages against the other 
Floor Participant involved in the transaction based on the terms of 
such transaction. All such claims for damages shall be made promptly.
---------------------------------------------------------------------------

    \124\ See NYSE Arca Rules 6.47(a) and 6.75.
    \125\ Proposed Rule 8530 is based on PHLX Rule 1039.
---------------------------------------------------------------------------

Fees
    The Exchange has not yet determined the fees for transactions 
executed on the Trading Floor. Prior to commencing trading on the 
Trading Floor, the Exchange will file proposed fees with the 
Commission. However, the Exchange is currently proposing to amend Rule 
7010 Fees and Charges. Specifically, the Exchange is proposing that the 
Board may, from time to time, fix and impose a charge upon Participants 
measured by their respective net commissions on transactions effected 
on the Trading Floor or the Exchange.\126\
---------------------------------------------------------------------------

    \126\ See proposed Rule 7010(d). Proposed Rule 7010(d) is based 
on PHLX Rule 714.
---------------------------------------------------------------------------

Additional Changes
    The Exchange is also proposing minor edits to other sections of the 
Exchange's Rulebook in order to accommodate the various changes. 
Specifically, the Exchange is proposing several new definitions which 
results in the renumbering of numerous other definitions. Therefore, 
the Exchange is amending various references to definitions in the 
Rulebook.\127\
---------------------------------------------------------------------------

    \127\ See proposed changes to Rules 7130, 7150, and 7245.
---------------------------------------------------------------------------

    Lastly, the Exchange notes that it will submit a separate filing to 
the SEC which will cover minor rule violations on the Trading Floor. 
Specifically, the Exchange will file with the SEC to amend the 
Exchange's Minor Rule Violation Plan in Rule 12140.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \128\ in general, and furthers the objectives of 
Section 6(b)(5) of the Act \129\ in particular, in that it is designed 
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.
---------------------------------------------------------------------------

    \128\ 15 U.S.C. 78f(b).
    \129\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

General
    BOX believes that the proposal is consistent with the Act and 
furthers the foregoing objectives by increasing the opportunities for 
Participants to execute orders and provide an additional venue for 
seeking liquidity. The Exchange believes the adoption of the proposed 
rules allowing for an open-outcry floor is consistent with the goals of 
the Act to remove the impediments to and perfect the mechanism of a 
free and open market because it will benefit Participants by providing 
an additional mechanism for Participants to provide and seek liquidity 
for large and complex orders. The Exchange believes that the nature of 
open outcry transactions lends itself better to larger-sized 
transactions than the liquidity that is generally available 
electronically and the proposed rules would encourage greater 
participation in such large trades. Therefore, the proposed rule 
changes will benefit the market as a whole by providing an additional 
venue for market participants to seek liquidity for large-sized and 
complex orders. Providing an additional venue for these orders will 
benefit investors, the national market system, Participants, and the 
Exchange market by increasing competition for order flow and 
executions, and thereby spur product enhancements and lower prices. The 
Exchange believes that the proposal is designed to prevent fraudulent 
and manipulative acts and practices because all surveillance coverage 
currently performed by the Exchange will cover trading on the Trading 
Floor. Additionally, the Exchange will have surveillance coverage in 
place to monitor issues unique to the Trading Floor.
    The Exchange believes the proposed changes to Rule 100(a) to 
include definitions of Floor Participant and Trading Floor are 
consistent with the goals of the Act. Specifically, the proposed 
changes are designed to protect investors and the public interest by 
providing background and clarity in the Rulebook. Additionally, 
proposed Rule 100(b) will provide additional clarity in the Rulebook. 
Specifically, the definition for Presiding Exchange Officials provides 
Floor Participants with notice of who is responsible for monitoring and 
regulating the Trading Floor. The other sections of proposed Rule 
100(b) provide general background for Floor Participants in the 
beginning of the Rulebook that will aid in understanding the applicable 
rules throughout, which will protect investors and the public by making 
the Exchange's Rulebook simpler to understand. Additionally, the 
Exchange notes that the various sections of proposed Rule 100(b) are 
based on the rules of another exchange with an open-outcry floor.\130\
---------------------------------------------------------------------------

    \130\ See PHLX Rules 1000(e), 1000(f), 1000(g),1080.06 and CBOE 
Rule 6.74(a).
---------------------------------------------------------------------------

Participant Eligibility and Registration
    The Exchange believes that the proposed registration requirements, 
including floor trading examinations, if required, for Floor Brokers, 
Floor Market Makers and registered representatives on the Trading 
Floor, are reasonable and further the objectives of the Act.\131\ 
Specifically, these examinations address industry topics that establish 
the foundation for the regulatory and procedural knowledge necessary 
for individuals required to register as Floor Brokers or Floor Market 
Makers and for such individuals to appropriately register under the 
Exchange's Rules. Requiring these examinations will help promote 
consistency in examination requirements and uniformity across the 
markets. Additionally, the registration requirements for Floor 
Participants are reasonable because they will help the Exchange to 
determine if a registrant is qualified to be a Floor Broker or Floor 
Market Maker and therefore will protect investors and the public 
interest.
---------------------------------------------------------------------------

    \131\ See proposed Rules 2020(h) and (i).
---------------------------------------------------------------------------

    Similarly, the Exchange believes that prescribing appropriate 
registration requirements including floor trading

[[Page 87624]]

examinations for all other Trading Floor personnel, including clerks, 
interns, stock execution clerks and other associated persons, are 
reasonable as well. Specifically, these examinations address industry 
topics that establish the foundation for the regulatory and procedural 
knowledge necessary to appropriately register under the Exchange rules. 
The proposed registration requirements for associated persons are 
reasonable because they will help the Exchange to determine if a 
registrant is qualified to be on the Trading Floor and therefore will 
protect investors and the public interest. Additionally, the proposed 
Rules covering eligibility and registration are based on the rules of 
another exchange that has an open-outcry floor.\132\
---------------------------------------------------------------------------

    \132\ See PHLX Rule 620(a) and (b).
---------------------------------------------------------------------------

Sanctions for Breach of Regulations on the Trading Floor
    The proposed rule dealing with breaches of regulations on the 
Trading Floor \133\ is consistent with, and furthers the objectives of 
the Act, because the proposed Rule should facilitate prompt, 
appropriate, and effective discipline for violations of the Exchange's 
Rules and the regulations thereunder designed to maintain order on the 
Trading Floor. In addition, the proposed rule is consistent with 
Section 6(b)(6) of the Act \134\ which requires the rules of an 
exchange provide that its members be appropriately disciplined for 
violations of the Act as well as the rules and regulations thereunder, 
by imposing increased fine amounts for breaches of order and decorum to 
better reflect the severity of the violation and provide an appropriate 
form of deterrence for violations of the Exchange's Rules and the 
regulations thereunder. The Exchange believes that the proposed Rule 
provides adequate notice and process for a Floor Participant that is 
subject to sanctions for breach of the Exchange's Rules and 
regulations. The Exchange believes that the proposal to exclude Floor 
Participants for up to five (5) days and conduct an expedited hearing 
will provide a fair process for Floor Participants to present their 
arguments surrounding a removal, while also allowing the Exchange to 
operate without disruption and threat of safety to Floor Participants 
on the Trading Floor. Additionally, the proposed Rules covering 
sanctions for breaches of regulations are based on the rules of another 
exchange with an open-outcry floor.\135\
---------------------------------------------------------------------------

    \133\ See proposed Rule 2110.
    \134\ 15 U.S.C. 78f(b)(6).
    \135\ See PHLX Rule 60.
---------------------------------------------------------------------------

    In addition, the Exchange believes that its proposal is consistent 
with Section 6(b) of the Act in general, and furthers the objective of 
Section 6(b)(4) of the Act \136\ in particular, in that it is an 
equitable allocation of reasonable fees and other charges among 
Exchange members. The Exchange believes that this proposal is equitable 
in that the forum fee would apply to all Participants equally. The 
addition of the forum fee will help the Exchange offset costs 
associated with reviewing contested citations.
---------------------------------------------------------------------------

    \136\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

Trading on the Exchange Floor
    The Exchange believes that the proposed rules governing activity on 
the Trading Floor, including Trading Floor hours, opening the market, 
admittance, joint accounts, and dealings on the Trading Floor,\137\ are 
reasonable restrictions that are designed to further the objectives of 
the Act. Specifically, the proposed rules are designed to maintain 
order and structure on the Trading Floor and apply to all Floor 
Participants. Additionally, these rules are based on those of competing 
options exchanges that also have open-outcry floors.\138\
---------------------------------------------------------------------------

    \137\ See proposed Rules 7070(d), 7500, 7510, 7520, and 7650.
    \138\ See PHLX Rules 1017(c), 102, 104, 443, and 772.
---------------------------------------------------------------------------

    The Exchange believes the proposal to require each Options 
Participant that physically conducts a business on the Trading Floor to 
procure and maintain liability insurance \139\ should assist the 
Exchange in limiting its resources, which can be easily diverted to 
defending litigation claims and responding to non-Exchange related 
litigation matters on behalf of its Participants. The proposal is meant 
to prevent the Exchange from diverting valued resources away from its 
main regulatory responsibilities and being consumed in litigation 
designed to siphon Exchange monies and staff. The Exchange notes the 
proposal to require liability insurance is based on the rules of 
another exchange.\140\
---------------------------------------------------------------------------

    \139\ See proposed Rule 7230(f).
    \140\ See PHLX Rule 652(c)(2).
---------------------------------------------------------------------------

    The Exchange is proposing various rules related to Clerks on the 
Trading Floor \141\ that the Exchange believes are reasonable and 
further the objectives of the Act. Specifically, the proposal relates 
to restrictions and conduct of Clerks on the Trading Floor that are 
designed to maintain order on the Trading Floor. Additionally, the 
proposal will make clear the rights and responsibilities of Clerks on 
the Trading Floor. The Exchange notes the proposed rule related to 
Clerks on the Trading Floor is based on the rule of another 
exchange.\142\
---------------------------------------------------------------------------

    \141\ See proposed Rule 7630.
    \142\ See PHLX Rule 1090.
---------------------------------------------------------------------------

    The Exchange believes the proposed rule relating to disputes on the 
Trading Floor will provide clarity and direction for the resolution of 
such disputes.\143\ The proposed rule will contribute to the 
maintenance of a fair and orderly market by clearly laying out the 
dispute resolution process. Additionally, by first allowing the 
interested Floor Participants an opportunity to settle the 
disagreement, the Exchange is providing a reasonable opportunity for 
the interested parties to reach an equitable agreement. The Exchange 
believes that allowing an Options Exchange Official to settle disputes 
is reasonable and is designed to promote just and equitable principles 
of trade by having an independent third party settle the dispute. The 
Exchange believes that the dispute resolution process is further 
strengthened by allowing Floor Participants the ability to appeal an 
Options Exchange Official's ruling. In addition, the Exchange believes 
that its proposal is consistent with Section 6(b) of the Act \144\ in 
general, and furthers the objective of Section 6(b)(4) of the Act \145\ 
in particular, in that it is an equitable allocation of reasonable fees 
and other charges among Exchange members. The Exchange believes that 
this proposal is equitable in that the appeal fee would apply to all 
Participants equally. The addition of the appeal fee will help the 
Exchange offset costs associated with reviewing contested rulings by an 
Options Exchange Official.
---------------------------------------------------------------------------

    \143\ See proposed Rule 7640.
    \144\ 15 U.S.C. 78f(b).
    \145\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes it is reasonable to exclude Floor Market 
Makers and Floor Brokers from Rule 4180 when they do not conduct 
business with the public.\146\ Rule 4180 deals with requirements for 
Participants that are approved to transact business with the public; 
therefore the proposed rule is simply clarifying that Rule 4180 will 
not apply to Floor Market Makers and Floor Brokers who do not conduct 
business with the Public. The Exchange notes the proposed rule is based 
on the rule of another exchange.\147\
---------------------------------------------------------------------------

    \146\ See proposed Rule 4180(g).
    \147\ See PHLX Rule 705(f)(1)(B).
---------------------------------------------------------------------------

    The Exchange believes that the proposal to allow the Board the 
authority to fix and impose a charge upon Participants conducting 
business on the Trading Floor is consistent with the Act. Specifically, 
the Exchange will

[[Page 87625]]

file a separate proposal with the SEC prior to establishing separate 
fees for Trading Floor based transactions. The Exchange notes that the 
proposal is based on the rules of another exchange.\148\
---------------------------------------------------------------------------

    \148\ See PHLX Rule 714.
---------------------------------------------------------------------------

    The proposal outlining bids and offers made on the Trading Floor 
and the solicitation of quotations on the Trading Floor \149\ provides 
clarifying information to Floor Participants on how bidding and 
offering on the Trading Floor will work; therefore, the proposal is 
designed to protect investors and the public interest by making the 
proposed operation of the Trading Floor clear in the Exchange's rules. 
The proposal is based on the rules of another exchange.\150\
---------------------------------------------------------------------------

    \149\ See proposed Rule 7040(d).
    \150\ See PHLX Rule 1033(a).
---------------------------------------------------------------------------

Floor Brokers
    The Exchange believes that the proposed rules applicable to Floor 
Brokers,\151\ including responsibilities and restrictions, are designed 
to promote just and equitable principles of trade, remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest. Specifically, the proposed rules will provide guidance and 
restrictions for Floor Brokers operating on the Trading Floor. The 
proposed registration requirements for Floor Brokers will protect 
investors and the public interest by ensuring that all Floor Brokers 
are registered with the Exchange and that the Exchange approved each 
Floor Broker before they were admitted to the Trading Floor.
---------------------------------------------------------------------------

    \151\ See proposed Rules 7540, 7550, 7570, 7580, and 7590.
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    The proposed responsibilities for Floor Brokers \152\ are designed 
to further the goals of the Act. Specifically, the requirement that a 
Floor Broker use due diligence in handling an order and the requirement 
to ascertain that, if possible, at least one Floor Market Maker is 
present when the order is announced on the Trading Floor, are designed 
to promote just and equitable principles of trade, and, in general to 
protect investors and the public interest by providing the opportunity 
for additional interaction and price improvement from any Floor Market 
Makers. The Exchange believes the various restrictions on Floor Brokers 
are reasonable and are in line with those on another exchange with an 
open-outcry floor.\153\
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    \152\ See proposed Rule 7580.
    \153\ See PHLX Rules 155, 1063 and 1065.
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    Additionally, the Exchange believes that the proposal to not 
require a Floor Market Maker to be present in the Crowd Area \154\ is 
consistent with Section 6(b)(5) of the Act, in particular, the 
requirement is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general to protect investors and the 
public interest. Specifically, the Exchange believes this proposal will 
benefit market participants and promote just and equitable principles 
of trade by allowing Floor Brokers to execute orders even if the Floor 
Market Maker in a class is absent, thereby increasing execution 
opportunities for Floor Brokers. Additionally, the Exchange believes 
the proposal will remove impediments to and perfect the mechanism of a 
free and open market and a national market system by giving Floor 
Brokers the ability to execute orders on the Trading Floor at all 
times, thereby benefiting all market participants by providing an 
additional venue for having their orders executed. Floor Brokers have 
no control over the schedule of Floor Market Makers, and the Exchange 
believes a Floor Brokers trading strategy should not be controlled by 
or dependent upon the presence of the Floor Market Maker. The Exchange 
notes that even if a Floor Market Maker is not present, any orders 
executed by Floor Brokers will still have to respect priority interest 
on the BOX Book, and that all classes listed on BOX must have at least 
one Market Maker quoting electronically; therefore there will still be 
electronic quotes in the particular class even if no Floor Market Maker 
is present. Additionally, the Exchange notes that all orders executed 
on the Trading Floor must, at the very least, trade at a price equal to 
or better than the NBBO regardless of whether a Floor Market Maker is 
present in the Crowd Area when the order is executed. The Exchange 
believes that the robust electronic quoting of options that will be 
traded on the Trading Floor eliminates any concerns of not having a 
Floor Market Maker present when the order is executed by the Floor 
Broker due to the fact that there are other Market Makers providing 
electronic quotations. The Exchange also believes that requiring an 
Options Exchange Official to certify that all orders on the Trading 
Floor are announced will ensure a Floor Broker is following all 
required rules related to open outcry even if the Floor Market Maker is 
not present. Additionally, the Exchange notes that IM-7580-4 will 
further strengthen the Exchange's ability to ensure that Floor Brokers 
and Floor Market Makers comply with all applicable rules on the Trading 
Floor. The Exchange notes that other options exchanges do not require 
the presence of a Floor Market Maker at the time the Floor Broker is 
executing the order.\155\
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    \154\ See proposed Rule 7580(a).
    \155\ See NYSE Arca, NYSE MKT and CBOE.
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Executions and Priority
    The proposed rule change is consistent with Section 11(a) of the 
Act and the rules thereunder. The Commission has stated various times 
that it believes transactions executed against interest on the BOX Book 
are consistent with the requirements of Section 11(a) of the Act, 
including Section 11(a)(1)(G) thereof and the rules thereunder.\156\ 
QOO Orders executing against interest on the BOX Book, as discussed 
above, present no novel issues under Section 11(a) and the rules 
thereunder from a compliance, surveillance or enforcement perspective. 
However, under the proposed rules, Floor Participants will be required 
to comply, and are subject to review for compliance, with Section 11(a) 
and the rules thereunder when executing QOO Orders against bids and 
offers in the trading crowd in accordance with the priority rules 
discussed above. For example, if a non-Market Maker Floor Participant 
is trading for its own account, the account of an associated person, or 
an account with respect to which it or an associated person thereof 
exercises investment discretion and, consistent with the otherwise 
applicable priority rules, seeks to execute a transaction with the 
trading crowd at the same price, the Floor Participant must comply with 
Rule 11a1-1(T) under Section 11(a)(1)(G) of the Act by first announcing 
that a bid or offer is for its account and then yielding priority to 
all orders in the trading crowd for the account of non-Participants 
unless it can qualify for and rely upon another exception to Section 
11(a)(1) of the Act. If the Floor Participant cannot rely upon another 
exception to Section 11(a)(1) of the Act and is unable to determine 
whether an executable order from the trading crowd at the same price is 
for the account of a Participant, the Floor Participant must also yield 
priority to that order. The proposed rule changes would not limit in 
any way the obligation of a BOX Participant, while acting as a Floor 
Broker or otherwise, to

[[Page 87626]]

comply with Section 11(a) or the rules thereunder.
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    \156\ See Amendment 1 to SR-BOX-2013-43.
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    The Exchange believes that the proposed rules applicable to 
executions and priority on the Trading Floor \157\ are designed to 
promote just and equitable principles of trade, remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest. As explained above, executions on the Trading Floor will be 
consistent with options Trade-Through and priority rules and the 
Exchange's systems are designed to help ensure that an execution on the 
Trading Floor cannot occur in violation of those rules. Specifically, 
when a QOO Order is submitted to the BOG for execution, the Exchange's 
system will evaluate the current market conditions to ensure that the 
execution price is equal to or better than the NBBO. Additionally, by 
having the QOO Order execute when it is received by the Trading Host, 
the Exchange is providing a system that will prevent executions that 
appear to be at prices that are worse than the NBBO due to the time 
they are reported.
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    \157\ See proposed Rules 7600, 7610, and 7620.
---------------------------------------------------------------------------

    The Exchange further believes that protecting non-Public Customer 
interest on the BOX Book that is ranked ahead of Public Customer 
interest is consistent with just and equitable principles of trade 
because it maintains the Exchange's existing price/time priority rules 
by protecting interest that has time priority over Public Customer 
interest that has priority. The Exchange also notes that this proposed 
priority interaction with the BOX Book is the same as NYSE Arca.\158\ 
Additionally, the Exchange's proposed interaction with orders on the 
BOX Book actually provides additional opportunities for orders on the 
BOX Book to interact with trades on the Trading Floor as compared to 
other exchanges with open-outcry floors. Specifically, other exchanges 
with open-outcry floors only require floor trades to yield priority to 
Public Customer Orders on the electronic book.\159\
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    \158\ See NYSE Arca Rule 6.47 and 6.75.
    \159\ See PHLX Rule 1014.05(c), CBOE Rule 6.45(a) and NYSE MKT 
Rule 963NY(a).
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    The Exchange believes that the proposal to provide a Floor Broker 
with a guarantee for certain orders executed on the Trading Floor \160\ 
is reasonable and is consistent with the Act. Specifically, the 
proposal will reward Floor Brokers who bring large orders to the 
Exchange by guaranteeing them the ability to cross a certain 
percentage. The Exchange notes that another options exchange provides a 
guarantee on their trading floor.\161\ Additionally, the Exchange 
currently provides a guarantee with respect to auction transactions 
executed on the Exchange.\162\
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    \160\ See proposed Rule 7600(f).
    \161\ See PHLX Rule 1064.02.
    \162\ See Rule 7150 Price Improvement Period.
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    The Exchange believes that the proposed priority provisions for 
Complex Orders executed on the Trading Floor are reasonable because it 
aligns the Exchange's Rules for Complex Orders executed on the Trading 
Floor with that of other exchanges with open-outcry floors.\163\ 
Specifically, the Exchange will allow Complex Orders executed on the 
Trading Floor to execute without giving priority to equivalent bids 
(offers) in the individual series legs, provided at least one options 
leg betters the corresponding Public Customer bid (offer) in the BOX 
Book by at least $0.01.\164\ BOX believes this is consistent with the 
Act because it is providing at least one leg with an improved price 
compared to Public Customer orders on the BOX Book. Additionally, the 
Exchange notes that these Complex Orders executed on trading floors can 
be large and complex and the proposed treatment of Complex Orders on 
the Trading Floor will increase the ability for Floor Brokers to 
execute these complex trades to the benefit of market participants. The 
Exchange believes that allowing Floor Brokers to disable the current 
Complex Order Filter on orders executed on the Trading Floor is 
reasonable because other exchanges do not have NBBO protection for 
complex orders.\165\
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    \163\ See NYSE Arca Rule 6.75(g).
    \164\ See proposed Rule 7610(e).
    \165\ See ISE Rule 722(b)(3).
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    BOX believes the adoption of split price priority rules \166\ is 
consistent with the Act. In particular, the proposed rules are designed 
to promote just and equitable principles of trade, foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, and remove impediments to and perfect the mechanisms of a 
free and open market and a national market system because the purpose 
of split price priority is to induce Floor Participants to bid (offer) 
at better prices for an order that may require execution at multiple 
prices (such as large orders), which will result in a better average 
price for the originating Participant (or its customer).
---------------------------------------------------------------------------

    \166\ See proposed Rule 7610(f).
---------------------------------------------------------------------------

    The Exchange believes that the BOG \167\ will further the 
objectives and goals of the Act. Specifically, the ability of the BOG 
to provide an electronic audit trail will help prevent fraudulent and 
manipulative acts and practices, promote just and equitable principles 
of trade, and remove impediments to and perfect the mechanisms of a 
free and open market and a national market system. All transactions on 
the Trading Floor must be processed through the BOG, which will allow 
the Exchange to provide a complete and accurate audit trail and 
minimize the occurrences of disputes and regulatory violations. The BOG 
is designed to minimize Trade-Through violations by preventing an 
execution at a price worse than the NBBO.
---------------------------------------------------------------------------

    \167\ See proposed Rule 100(b)(2).
---------------------------------------------------------------------------

    The Exchange believes that requiring that all transactions on the 
Trading Floor must be executed through the BOG will increase the speed 
and efficiency in which Floor Brokers handle orders, thereby making the 
Exchange's market more efficient, to the benefit of the investing 
public and consistent with promoting just and equitable principles of 
trade.
    The Exchange believes that the proposal to adopt a new order type 
\168\ for all executions on the Trading Floor is consistent with the 
Act. Specifically, as mentioned above, the new order type will help 
Floor Brokers executing orders on the Trading Floor. The various 
elements of the QOO Order are designed to aid Floor Brokers in their 
duties on the Trading Floor. For example, by having the QOO Order 
execute when submitted to the BOG, the Exchange is providing an 
accurate timestamp of when the order was actually executed by the Floor 
Broker and not just when it is submitted. Additionally, the QOO Order 
and the BOG are designed to ensure that all orders executed on the 
Trading Floor by Floor Brokers are systematized before they are 
represented to the trading crowd.\169\ The Exchange believes that the 
features of the QOO Order are designed to promote just and equitable 
principles of trade, to remove impediments to and protect the mechanism 
of a free and open market and a national market system, and, in general 
to protect investors and the public interest.
---------------------------------------------------------------------------

    \168\ See proposed Rule 7600.
    \169\ In order to execute a QOO Order on the Trading Floor, it 
must be sent from a Floor Broker's system to the BOG. This requires 
that the Floor Broker adequately systemized the QOO Order. The 
Exchange also notes that Floor Brokers will be subject to regulatory 
oversight by the Exchange to review whether Floor Brokers are 
properly systematizing orders.
---------------------------------------------------------------------------

    The Exchange believes that the book sweep size in proposed Rule 
7600(h) is consistent with Section 6(b)(5) of the

[[Page 87627]]

Act.\170\ In particular, the book sweep size promotes just and 
equitable principles of trade, removes impediments to and perfects the 
mechanism of a free and open market and a national market system and, 
in general protects investors and the public interest by increasing the 
interaction of the Trading Floor with the BOX Book, which will be 
beneficial to all market participants. Specifically, the Exchange 
believes that the book sweep functionality will enhance execution 
efficiency and regulatory oversight on the Trading Floor by making 
certain that a Floor Broker's order will first trade with all available 
Public Customer interest on the BOX Book. The Exchange believes that 
without the book sweep size, the Exchange Act's goal of creating an 
efficient market system will not be supported, as a Floor Broker may 
attempt to execute an order without first exhausting priority interest. 
Instead, the proposed book sweep size removes impediments to and 
perfects the mechanism of a free and open market and a national market 
system by providing an alternative that will increase the opportunity 
for orders on the Trading Floor to interact with interest on the BOX 
Book, which in turn has the potential to increase liquidity for all 
orders on the BOX Book. The Exchange notes that this approach is not 
entirely novel; as mentioned above, PHLX's FBMS contains a 
functionality that will help a Floor Broker clear PHLX's electronic 
book so a floor based order can execute.\171\ Specifically, if a Floor 
Broker on PHLX enters a two-sided order through the FBMS, and there is 
interest on the PHLX electronic book at a price that would prevent the 
Floor Broker's order from executing, the FBMS will provide the Floor 
Broker with the quantity of contracts on the electronic book that have 
priority and need to be satisfied before the Floor Broker's order can 
execute at the agreed upon price.\172\ If the Floor Broker wishes to 
still execute his order, he can cause a portion of the floor based 
order to trade against this priority interest on the electronic book, 
thereby clearing the interest and permitting the remainder of the Floor 
Broker's order to trade at the desired price. The PHLX FBMS 
functionality is optional, and a Floor Broker can decide not to trade 
against the electronic book and therefore not execute his two-sided 
order at the particular price. The Exchange believes that the Trading 
Floor book sweep size improves upon PHLX's FBMS functionality by either 
immediately executing or rejecting the order depending on the book 
sweep size provided and the level of priority interest on the BOX Book. 
The Exchange believes the immediate execute or reject feature will 
allow for more execution certainty and incentivize Floor Brokers on BOX 
to provide an adequate book sweep size if they want the order to be 
eligible for execution. The Exchange believes that the proposed book 
sweep size will protect investors and the public interest generally by 
establishing more execution oversight. Specifically, the Exchange 
believes that the book sweep size will allow BOX to electronically link 
in a single audit trail the Floor Broker execution and any execution 
with interest on the BOX Book.
---------------------------------------------------------------------------

    \170\ 15 U.S.C. 78(f)(b)(5).
    \171\ See PHLX Rule 1063(e)(iv).
    \172\ See Securities Exchange Act Release No. 68960 (February 
20, 2013), 78 FR 13132 (February 26, 2013) (SR- Phlx-2013-09) at 
13134.
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Communications and Equipment
    The Exchange believes the proposed rule involving communications 
and equipment on the Trading Floor \173\ includes reasonable 
restrictions that are consistent with the requirements of the Act. 
Specifically, the proposed rule will provide the Exchange with the 
ability to monitor equipment on the Trading Floor and therefore provide 
adequate oversight of the Trading Floor. Additionally, the proposal 
will allow the Exchange to limit use of a communication device when 
such device interferes with normal operation of the Exchange's own 
systems or facilities or with the Exchange's regulatory duties, is 
inconsistent with the public interest, the protection of investors or 
just and equitable principles of trade, or interferes with the 
obligations of a Participant to fulfill its duties under, or is used to 
facilitate any violation of the Act or rules thereunder, or Exchange 
rules. Additionally, the Exchange notes that the proposal is consistent 
with rules of other exchanges.\174\
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    \173\ See proposed Rule 7660.
    \174\ See PHLX Rule 606 and CBOE Rule 6.23.
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Market Makers
    The Exchange believes that the proposed Rules applicable to Floor 
Market Makers \175\ are reasonable and will foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities and will remove impediments to and perfect the mechanism of 
a free and open market and a national market system. The Exchange also 
believes the proposed changes enhance the Exchange's ability to fairly 
and efficiently regulate its Floor Market Makers by utilizing a 
consistent rule set of obligations and restrictions. The Exchange 
believes the proposed changes reflect similar Market Maker obligations 
and restrictions already in place on BOX's electronic exchange.\176\ 
The proposed changes simply align the existent obligations and 
restrictions of Market Makers with the use of a trading floor with 
certain exceptions. Specifically, instead of providing $5 bid/ask 
differentials as provided in Rule 8040(a)(7), the Exchange is proposing 
stricter bid/ask differentials. The Exchange believes that the proposed 
bid/ask differentials for Floor Market Makers are reasonable and will 
protect investors and the public interest by providing the opportunity 
for better execution prices on the Trading Floor when a Floor Market 
Maker is involved. Additionally, the Exchange believes that the 
proposed changes fall in line with similar trading floor rules at other 
exchanges.\177\
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    \175\ See proposed Rules 8500 and 8510.
    \176\ See BOX Rules 8000, 8030, 8040, and 8050.
    \177\ See PHLX Rules 1020 and 1014.
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    The Exchange believes that the proposed electronic quoting 
requirements for Floor Market Makers in proposed Rule 8510(c)(1) are 
consistent with Section 6(b)(5) of the Act, in particular, the 
electronic quoting requirements are designed to promote just and 
equitable principles of trade, remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general to protect investors and the public interest. Specifically, 
the Exchange believes that the electronic quoting requirements for 
Floor Maker Makers will benefit investors, the national market system, 
Participants, and the Exchange by ensuring the liquidity directed 
toward BOX's electronic marketplace does not decrease with the launch 
of BOX's Trading Floor. Instead, Options Participants wishing to 
register as Floor Market Makers will also be required to register as a 
Market Maker on BOX's electronic book, with the same electronic quoting 
obligations as Market Makers on BOX who only quote electronically. 
Further, the Exchange believes the electronic quoting requirements will 
protect investors and the public interests by ensuring that robust 
quoting on BOX electronic book continues, which may lead to increased 
liquidity, tighter spreads and better executions with lower execution 
costs, which will benefit all market participants. The Exchange also 
believes that the proposed electronic quoting requirements are 
reasonable as they are

[[Page 87628]]

already in place on BOX's electronic book, as well as non-
discriminatory because they will uniformly apply to all BOX Market 
Makers, both floor and electronic.

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

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange notes that other 
exchanges currently offer open-outcry floors. The Exchange believes 
that the proposed rules will allow the Exchange to compete with these 
other exchanges. Additionally, while the proposed rule changes would 
permit BOX to operate a Trading Floor, the Exchange is not requiring 
that Participants register and have a presence on the Trading Floor. 
Therefore, the proposed rule changes do not impose a burden on intra-
market competition.
    Overall, the proposal is pro-competitive for several reasons. In 
particular, by helping Floor Brokers at the Exchange compete for 
executions against floor brokers at other exchanges, it also helps them 
to be more efficient and provide a better audit trail of their 
executions on the Trading Floor. This, in turn, helps the Exchange 
compete against other exchanges in a deeply competitive landscape. The 
Exchange believes its proposed unique features for open-outcry trading 
will provide value to Floor Participants, which in turn, will help the 
Exchange compete.\178\
---------------------------------------------------------------------------

    \178\ Unique features include proposed Rules 7600(h) and 
8510(c)(1).
---------------------------------------------------------------------------

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

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-BOX-2016-48 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BOX-2016-48. 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 available publicly. All 
submissions should refer to File Number SR-BOX-2016-48 and should be 
submitted on or before December 27, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\179\
---------------------------------------------------------------------------

    \179\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-29042 Filed 12-2-16; 8:45 am]
BILLING CODE 8011-01-P