Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 19.3, Criteria for Underlying Securities, 16146-16150 [2018-07673]

Download as PDF 16146 Federal Register / Vol. 83, No. 72 / Friday, April 13, 2018 / Notices including whether the proposal 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 No. SR– CboeEDGX–2018–011 on the subject line. daltland on DSKBBV9HB2PROD with NOTICES 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 No. SR–CboeEDGX–2018–011. 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 website (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 website 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 will also be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR–CboeEDGX–2018–011 and should be submitted on or before May 4, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–07675 Filed 4–12–18; 8:45 am] BILLING CODE 8011–01–P 38 17 17:41 Apr 12, 2018 [Release No. 34–83018; File No. SR– CboeBZX–2018–025] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 19.3, Criteria for Underlying Securities April 8, 2018. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on March 29, 2018, Cboe BZX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BZX Options’’) 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 Exchange. The Exchange has designated this proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b–4(f)(6)(iii) thereunder,4 which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to amend Rule 19.3(b). (additions are italicized; deletions are [bracketed]) * * * * * Cboe BZX Exchange, Inc. Rules * * * * * Rule 19.3. Criteria for Underlying Securities (a) (No change). (b) In addition, the Exchange shall from time to time establish standards to be considered in evaluating potential underlying securities for BZX Options options transactions. There are many relevant factors which must be considered in arriving at such a determination, and the fact that a particular security may meet the standards established by the Exchange does not necessarily mean that it will be selected as an underlying security. The Exchange may give consideration to maintaining diversity among various industries and issuers in selecting underlying securities. Notwithstanding the foregoing, an underlying security will not be selected unless: (1)–(4) (No change). (5) Either: 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(6)(iii). 2 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 SECURITIES AND EXCHANGE COMMISSION Jkt 244001 PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 (A) if the underlying security is a ‘‘covered security’’ as defined under Section 18(b)(1)(A) of the Securities Act of 1933, the market price per share of the underlying security has been at least $3.00 for the previous [five]three consecutive business days preceding the date on which the Exchange submits a certificate to the Clearing Corporation for listing and trading, as measured by the closing price reported in the primary market in which the underlying security is traded; or (B) (No change). (c)–(m) (No change). * * * * * The text of the proposed rule change is available at the Exchange’s website at www.markets.cboe.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Rule 19.3, Criteria for Underlying Securities, to modify the criteria for listing options on an underlying security as defined in Section 18(b)(1)(A) of the Securities Act of 1933 (hereinafter ‘‘covered security’’ or ‘‘covered securities’’). This is a competitive filing that is based on a proposal recently submitted by Nasdaq PHLX LLC (‘‘Nasdaq Phlx’’) and approved by the Commission.5 In particular, the Exchange proposes to modify Rule 19.3(b)(5)(A) to permit the listing of an option on an underlying covered security that has a market price of at least $3.00 per share for the previous three (3) consecutive business days preceding the date on which the Exchange submits a certificate to the 5 See Securities Exchange Act Release No. 82474 (January 9, 2018), 83 FR 2240 (January 16, 2018) (order approving SR–Phlx–2017–75); see also Securities Exchange Act Release No. 82828 (March 8, 2018), 83 FR 11278 (March 14, 2018) (notice of filing and immediate effectiveness of SR–MIAX– 2018–06). E:\FR\FM\13APN1.SGM 13APN1 Federal Register / Vol. 83, No. 72 / Friday, April 13, 2018 / Notices daltland on DSKBBV9HB2PROD with NOTICES Options Clearing Corporation (‘‘OCC’’) for listing and trading. The Exchange does not intend to amend any other criteria for listing options on an underlying security in Rule 19.3. Currently the underlying covered security must have a closing market price of $3.00 per share for the previous five (5) consecutive business days preceding the date on which the Exchange submits a listing certificate to OCC. In the proposed amendment, the market price will still be measured by the closing price reported in the primary market in which the underlying covered security is traded, but the measurement will be the price over the prior three (3) consecutive business day period preceding the submission of the listing certificate to OCC, instead of the prior five (5) business day period. The Exchange acknowledges that the Options Listing Procedures Plan 6 requires that the listing certificate be provided to OCC no earlier than 12:01 a.m. and no later than 11:00 a.m. (Chicago time) on the trading day prior to the day on which trading is to begin.7 The proposed amendment will still comport with that requirement. For example, if an initial public offering (‘‘IPO’’) occurs at 11:00 a.m. on Monday, the earliest date the Exchange could submit its listing certificate to OCC would be on Thursday by 12:01 a.m. (Chicago time), with the market price determined by the closing price over the three-day period from Monday through Wednesday. The option on the IPO would then be eligible for trading on the Exchange on Friday. The proposed amendment would essentially enable options trading within four (4) business days of an IPO becoming available instead of six (6) business days (five (5) consecutive days plus the day the listing certificate is submitted to OCC). The Exchange’s initial listing standards for equity options in Rule 6 The Plan for the Purpose of Developing and Implementing Procedures Designed to Facilitate the Listing and Trading of Standardized Options Submitted Pursuant to Section 11a(2)(3)(B) of the Securities Exchange Act of 1934 (a/k/a the Options Listing Procedures Plan (‘‘OLPP’’)) is a national market system plan that, among other things, sets forth procedures governing the listing of new options series. See Securities Exchange Act Release No. 44521 (July 6, 2001), 66 FR 36809 (July 13, 2001) (Order approving OLPP). The sponsors of OLPP include OCC; Cboe BZX Exchange, Inc. (formerly BATS Exchange, Inc.); BOX Options Exchange LLC; Cboe C2 Exchange, Inc. (formerly C2 Options Exchange, Incorporated); Cboe Exchange, Inc. (formerly Chicago Board Options Exchange, Incorporated); Cboe EDGX Exchange, Inc. (formerly EDGX Exchange, Inc.); Miami International Securities Exchange, LLC; MIAX PEARL, LLC; The Nasdaq Stock Market LLC; NASDAQ BX, Inc.; Nasdaq PHLX LLC; Nasdaq GEMX, LLC; Nasdaq ISE, LLC; Nasdaq MRX, LLC; NYSE American, LLC; and NYSE Arca, Inc. 7 See OLPP at page 3. VerDate Sep<11>2014 17:41 Apr 12, 2018 Jkt 244001 19.3 (including the current price/time standard of $3.00 per share for five (5) consecutive business days) are substantially similar to the initial listing standards adopted by other options exchanges.8 At the time BZX Options received its initial approval from the Commission, as part of its Rules, the Exchange adopted the options industry adopted the ‘‘look back’’ period of five consecutive business days, because it determined that the five-day period was sufficient to protect against attempts to manipulate the market price of the underlying security and would provide a reliable test for stability.9 Surveillance technologies and procedures concerning manipulation have evolved since then to provide adequate prevention or detection of rule or securities law violations within the proposed time frame, and the Exchange represents that its existing trading surveillances are adequate to monitor the trading of options on the Exchange.10 Furthermore, the Exchange notes that the scope of its surveillance program also includes cross-market surveillance for trading that is not just limited to the Exchange. In particular, the Exchange or the Financial Industry Regulatory Authority (‘‘FINRA’’), pursuant to a regulatory services agreement on behalf of the Exchange and its affiliate Cboe EDGX Exchange, Inc. (‘‘EDGX’’), operates a range of cross-market equity surveillance patterns to look for potential manipulative behavior, including spoofing, algorithm gaming, marking the close and open, and momentum ignition strategies, as well as more general, abusive behavior related to front running, wash sales, quoting/routing, and Reg SHO violations. These cross-market patterns incorporate relevant data from various markets beyond the Exchange and its affiliates, including data from the New York Stock Exchange (‘‘NYSE’’) and from the Nasdaq Stock Market (‘‘Nasdaq’’). Additionally, for options, the Exchange and EDGX utilize an array of patterns that monitor manipulation of 8 See, e.g., Phlx Rule 1009, Commentary .01; see also MIAX Rule 402(b)(5) and BOX Rule 5020(b)(5). 9 See Securities Exchange Act Release No. 61419 (January 26, 2010), 75 FR 5157 (February 1, 2010) (SR–BATS–2009–031) (order approving rules governing the trading of options on the Cboe BZX Exchange). 10 Such surveillance procedures generally focus on detecting securities trading subject to opening price manipulation, closing price manipulation, layering, spoofing or other unlawful activity impacting an underlying security, the option, or both. The Exchange has price movement alerts, unusual market activity and order book alerts active for all trading symbols. These real-time patterns are active for the new security as soon as the IPO begins trading. PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 16147 options, or manipulation of equity securities (regardless of venue) for the purpose of impacting options prices on both the Exchange and EDGX options markets (i.e., mini-manipulation strategies). Surveillance coverage is initiated once options begin trading on either the Exchange or EDGX. Accordingly, the Exchange believes that the cross-market surveillance performed by the Exchange or FINRA on behalf of the Exchange and EDGX, coupled with the Exchange staff’s real-time monitoring of similarly violative activity on the Exchange and EDGX as described herein, reflects a comprehensive surveillance program that is adequate to monitor for manipulation of the underlying security and overlying option within the proposed three-day look back period. Furthermore, the Exchange notes that the proposed listing criteria would still require that the underlying security be listed on NYSE, the American Stock Exchange (now known as NYSE American), or the National Market System of The Nasdaq Stock Market (now known as the Nasdaq Global Market) (collectively, the ‘‘Named Markets’’), as provided for in the definition of ‘‘covered security’’ from Section 18(b)(1)(A) of the 1933 Act. Accordingly, the Exchange believes that the proposed rule change would still ensure that the underlying security meets the high listing standards of a Named Market, and would also ensure that the underlying is covered by the regulatory protections (including market surveillance, investigation and enforcement) offered by these exchanges for trading in covered securities conducted on their facilities. Furthermore, the Nasdaq had no cases within the past five years where an IPOrelated issue for which it had pricing information qualified for the $3.00 price requirement during the first three (3) days of trading and did not qualify for the $3.00 price requirement during the first five (5) days.11 In other words, none of these qualifying issues fell below the $3.00 threshold within the first three (3) or five (5) days of trading. As such, the Exchange believes that its existing surveillance technologies and procedures, coupled with Nasdaq’s 11 There were over 750 IPO-related issues on Nasdaq within the past five years. Out of all of the issues with pricing information, there was only one issue that had a price below $3 during the first five consecutive business days. The Exchange notes, however, that Nasdaq allows for companies to list on the Nasdaq Capital Market at $2.00 or $3.00 per share in some instances, which was the case for this particular issue. See Nasdaq Rule 5500 Series for initial listing standards on the Nasdaq Capital Market; see also Release No. 82474 in supra note 5. E:\FR\FM\13APN1.SGM 13APN1 16148 Federal Register / Vol. 83, No. 72 / Friday, April 13, 2018 / Notices daltland on DSKBBV9HB2PROD with NOTICES findings related to the IPO-related issues as described herein, adequately address potential concerns regarding possible manipulation or price stability within the proposed timeframe. The Exchange also believes that the proposed look back period can be implemented in connection with the other initial listing criteria for underlying covered securities. In particular, the Exchange recognizes that it may be difficult to verify the number of shareholders in the days immediately following an IPO due to the fact that stock trades generally clear within two business days (T+2) of their trade date and therefore the shareholder count will generally not be known until T+2.12 The Exchange notes that the current T+2 settlement cycle was recently reduced from T+3 on September 5, 2017 in connection with the Commission’s amendments to Rule 15c6–1(a) to adopt the shortened settlement cycle,13 and the look back period of three (3) consecutive business days proposed herein reflects this shortened T+2 settlement period. As proposed, stock trades would clear within T+2 of their trade date (i.e., within three (3) business days) and therefore the number of shareholders could be verified within three (3) business days, thereby enabling options trading within four (4) business days of an IPO (three (3) consecutive business days plus the day the listing certificate is submitted to OCC). Furthermore, the Exchange notes that it can verify the shareholder count with various brokerage firms that have a large retail customer clientele. Such firms can confirm the number of individual customers who have a position in the new issue. The earliest that these firms can provide confirmation is usually the day after the first day of trading (T+1) on an unsettled basis, while others can confirm on the third day of trading (T+2). The Exchange has confirmed with some of these brokerage firms who provide shareholder numbers to the Exchange that they are T+2 after an IPO. For the foregoing reasons, the Exchange believes that basing the proposed three (3) business day look back period on the T+2 settlement cycle would allow for sufficient verification of the number of shareholders. The proposed rule change will apply to all covered securities that meet the criteria of Rule 19.3. Pursuant to Rule 12 The number of shareholders of record can be validated by large clearing agencies such as The Depository Trust and Clearing Corporation (‘‘DTCC’’) upon the settlement date (i.e., T+2). 13 See Securities Exchange Act Release No. 78962 (September 28, 2016), 81 FR 69240 (October 5, 2016) (Amendment to Securities Transaction Settlement Cycle) (File No. S7–22–16). VerDate Sep<11>2014 19:04 Apr 12, 2018 Jkt 244001 19.3, the Exchange establishes guidelines to be considered in evaluating the potential underlying securities for Exchange option transactions.14 However, the fact that a particular security may meet the guidelines established by the Exchange does not necessarily mean that it will be approved as an underlying security.15 As part of the established criteria, the issuer must be in compliance with any applicable requirement of the Securities Exchange Act of 1934.16 Additionally, there are many relevant factors that are considered in arriving at a determination to approve an underlying security.17 Even if the proposed option meets the objective criteria, the Exchange may decide not to list, or place limitations or conditions upon listing.18 The Exchange believes that these measures, together with its existing surveillance procedures, provide adequate safeguards in the review of any covered security that may meet the proposed criteria for consideration of the option within the timeframe contained in this proposal. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ‘‘Act’’) and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.19 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 20 requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 21 requirement that the rules of an exchange not be designed 14 See Rule 19.3(b). The Exchange established specific criteria to be considered in evaluating potential underlying securities for Exchange option transactions. 15 Id. 16 See Rule 19.3(b)(3). 17 See Rule 19.3(b). 18 Id. 19 15 U.S.C. 78f(b). 20 15 U.S.C. 78f(b)(5). 21 Id. PO 00000 Frm 00105 Fmt 4703 Sfmt 4703 to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange believes that the proposed changes to its listing standards for covered securities would allow the Exchange to more quickly list options on a qualifying covered security that has met the $3.00 eligibility price without sacrificing investor protection. As discussed above, the Exchange believes that its existing trading surveillances provide a sufficient measure of protection against potential price manipulation within the proposed three (3) consecutive business day timeframe. The Exchange also believes that the proposed three (3) consecutive business day timeframe would continue to be a reliable test for price stability in light of Nasdaq’s findings that none of the IPOrelated issues on Nasdaq within the past five years that qualified for the $3.00 per share price standard during the first three trading days fell below the $3.00 threshold during the fourth or fifth trading day. Furthermore, the established guidelines to be considered by the Exchange in evaluating the potential underlying securities for Exchange option transactions,22 together with existing trading surveillances, provide adequate safeguards in the review of any covered security that may meet the proposed criteria for consideration of the option within the proposed timeframe. In addition, the Exchange believes that basing the proposed timeframe on the T+2 settlement cycle adequately addresses the potential difficulties in confirming the number of shareholders of the underlying covered security. Having some of the largest brokerage firms that provide these shareholder counts to the Exchange confirm that they are able to provide these numbers within T+2 further demonstrates that the 2,000 shareholder requirement can be sufficiently verified within the proposed timeframe. For the foregoing reasons, the Exchange believes that the proposed amendments will remove and perfect the mechanism of a free and open market and a national market system by providing an avenue for investors to swiftly hedged their investment in the stock in a shorter amount of time than what is currently in place.23 Finally, it should be noted that a price/time standard for the underlying security was first adopted when the listed options market was in its infancy, 22 See supra notes 14–18. proposed rule change does not alter any obligations of issuers or other investors of an IPO that may be subject to a lock-up or other restrictions on trading related securities. 23 This E:\FR\FM\13APN1.SGM 13APN1 Federal Register / Vol. 83, No. 72 / Friday, April 13, 2018 / Notices daltland on DSKBBV9HB2PROD with NOTICES and was intended to prevent the proliferation of options being listed on low-priced securities that presented special manipulation concerns and/or lacked liquidity needed to maintain fair and orderly markets.24 When options trading commenced in 1973, the Commission determined that it was necessary for securities underlying options to meet certain minimum standards regarding both the quality of the issuer and the quality of the market for a particular security.25 These standards, including a price/time standard, were imposed to ensure that those issuers upon whose securities options were to be traded were widelyheld, financially sound companies whose shares had trading volume and float substantial enough so as not to be readily susceptible to manipulation.26 At the time, the Commission determined that the imposition of these standards was reasonable in view of the pilot nature of options trading and the limited experience of investors with options trading.27 Now more than 40 years later, the listed options market has evolved into a mature market with sophisticated investors. In view of this evolution, the Commission has approved various exchange proposals to relax some of these initial listing standards throughout the years,28 including reducing the price/time standard in 2003 from $7.50 per share for the majority of business days over a three month period to the current $3.00 per share/five business day standard (‘‘2003 Proposal’’).29 It has been almost fifteen years since the Commission approved the 2003 proposal, and both the listed options market and exchange technologies have continued to evolve since then. In this instance, the Exchange is only proposing a modest 24 See Securities Exchange Act Release No. 29628 (August 29, 1991), 56 FR 43949–01 (September 5, 1991) (SR–AMEX–86–21; SR–CBOE–86–15; SR– NYSE–86–20; SR–PSE–86–15; and SR–PHLX–86– 21) (‘‘1991 Approval Order’’) at 43949 (discussing the Commission’s concerns when options trading initially commenced in 1973). 25 See 1991 Approval Order at 43949. 26 Id. 27 Id. 28 See, e.g., 1991 Approval Order (modifying a number of initial listing criteria, including the reduction of the price/time standard from $10 per share each day during the preceding three calendar months to $7.50 per share for the majority of days during the same period). 29 See Securities Exchange Act Release Nos. 47190 (January 15, 2003), 68 FR 3072 (January 22, 2003) (SR–CBOE–2002–62); 47352 (February 11, 2003), 68 FR 8319 (February 20, 2003) (SR–PCX– 2003–06); 47483 (March 11, 2003), 68 FR 13352 (March 19, 2003) (SR–ISE–2003–04); 47613 (April 1, 2003), 68 FR 17120 (April 8, 2003) (SR–Amex– 2003–19); and 47794 (May 5, 2003), 68 FR 25076 (May 9, 2003) (SR–Phlx–2003–27). VerDate Sep<11>2014 19:04 Apr 12, 2018 Jkt 244001 reduction of the current five (5) business day standard to three (3) business days to correspond to the securities industry’s move to a T+2 standard settlement cycle.30 The $3.00 per share standard and all other initial options listing criteria in Rule 19.3 will remain unchanged by this proposal. For the reasons discussed herein, the Exchange therefore believes that the proposed three (3) business day period will be beneficial to the marketplace without sacrificing investor protections. The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. In this regard and as indicated above, the Exchange notes that the rule change is being proposed as a competitive response to a filing submitted by Nasdaq Phlx that was recently approved by the Commission.31 The proposed rule change will reduce the number of days to list options on an underlying security, and is intended to bring new options listings to the marketplace quicker. (B) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) 32 of the Act and Rule 19b– 4(f)(6) thereunder.33 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 34 normally does not become operative for 30 days after the date of its 30 See supra note 13. supra note 5. 32 15 U.S.C. 78s(b)(3)(A). 33 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and the text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 34 17 CFR 240.19b–4(f)(6). 31 See PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 16149 filing. However, Rule 19b–4(f)(6)(iii) 35 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange states that waiver of the 30-day operative delay would allow the Exchange greater flexibility in bringing new options listing to the marketplace more quickly, which will be beneficial to the marketplace permit fair competition among the exchanges by allowing the Exchange to modify the criteria for listing an option on an underlying covered security which is currently allowed on Nasdaq Phlx.36 Based on the foregoing, the Commission believes the waiver of the operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the operative delay and designates the proposal operative upon filing.37 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposal 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 No. SRCboeBZX–2018–025 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange 35 17 CFR 240.19b–4(f)(6)(iii). supra note 5. 37 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 36 See E:\FR\FM\13APN1.SGM 13APN1 16150 Federal Register / Vol. 83, No. 72 / Friday, April 13, 2018 / Notices Commission, 100 F Street NE, Washington, DC 20549–1090. SECURITIES AND EXCHANGE COMMISSION All submissions should refer to File No. SR–CboeBZX–2018–025. 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 website (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 website 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 will also be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR–CboeBZX–2018–025 and should be submitted on or before May 4, 2018. [Release No. 34–83014; File No. SR– CboeBZX–2017–023] For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–07673 Filed 4–12–18; 8:45 am] daltland on DSKBBV9HB2PROD with NOTICES BILLING CODE 8011–01–P 38 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:41 Apr 12, 2018 Jkt 244001 Self-Regulatory Organizations; CboeBZX Exchange, Inc.; Notice of Filing of Amendment No. 2 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 2, To List and Trade Shares of the iShares Gold Strategy ETF Under Exchange Rule 14.11(i) April 9, 2018. I. Introduction On December 21, 2017, CboeBZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares (‘‘Shares’’) of the iShares Gold Strategy ETF (‘‘Fund’’), a series of the iShares U.S. ETF Trust (‘‘Trust’’), under Exchange Rule 14.11(i) (‘‘Managed Fund Shares’’). The proposed rule change was published for comment in the Federal Register on January 11, 2018.3 On February 22, 2018, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 On February 28, 2018, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change as originally filed. On April 4, 2018, the Exchange filed Amendment No. 2 to the proposed rule change, which replaced and superseded the proposed rule change as modified by Amendment No. 1.6 The Commission 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 82444 (Jan. 5, 2018), 83 FR 1438. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 82758, 83 FR 8717 (Feb. 28, 2018). The Commission designated April 11, 2018, as the date by which it should approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 6 In Amendment No. 2, the Exchange: (1) Made changes to reflect that the Fund’s name changed; (2) represented that the Adviser (as defined below) will erect and maintain fire walls with respect to its current and future broker-dealer affiliates; (3) stated that the Fund’s investments in fixed income instruments may not comply with Exchange Rule 14.11(i)(4)(C)(ii); (4) modified and clarified the Fund’s permitted investments, including with respect to the listed and over-the-counter derivatives and the fixed income instruments that the Fund may invest in; (5) represented that at least 2 17 PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 has received no comments on the proposal. The Commission is publishing this notice to solicit comments on Amendment No. 2 from interested persons and is approving the proposed rule change, as modified by Amendment No. 2, on an accelerated basis. II. Exchange’s Description of the Proposal, as Modified by Amendment No. 2 A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose This Amendment No. 2 to SR– CboeBZX–2017–023 amends and replaces in its entirety Amendment No. 80% of the Fund’s investments in Gold Futures (as defined below), as calculated using gross notional exposure, will be in CME-listed or LME-listed gold futures or other exchange-traded gold futures with a similar liquidity profile; (6) represented that all of the Listed Gold Derivatives (as defined below) held by the Fund will trade on markets that are a member of, or affiliated with a member of, the Intermarket Surveillance Group, or with which the Exchange has in place a comprehensive surveillance sharing agreement; (7) represented that all exchange-traded products held by the Fund will be listed on U.S. national securities exchanges; (8) stated that the Fund’s investments in derivatives will primarily consist of Gold Futures and clarified the circumstances under which the Fund may invest in other specified derivatives; (9) represented that the Fund will not hold mortgage-backed or other asset-backed government obligations; (10) clarified that the Fund will not invest in sovereign debt obligations of emerging market countries; (11) represented that all Fixed Income Investments (as defined below) held by the Fund will be investment grade and will not include instruments with a maturity longer than 397 days; (12) clarified the Cash Equivalents (as defined below) in which the Fund may invest; (13) stated that up to 25% of the total assets of the Fund may be indirectly held through the Subsidiary (as defined below); (14) made representations relating to the Fund’s investments in derivatives, including that such investments will be made consistent with the Investment Company Act of 1940 and the Fund’s objective and policies, that the Fund does not intend to make investments for the purposes of enhancing leverage, and that the Fund will take certain actions to mitigate and disclose leveraging risk; (15) stated where pricing information for the Fund’s permitted investments will be publicly available; (16) made additional representations regarding the Fund, including where information relating to the Fund and the Shares will be made available; (17) provided additional justification for why the Fund’s proposed investments are consistent with the Act, including why it is consistent with the Act for the Fund to hold fixed income instruments in a manner that may not comply with Exchange Rule 14.11(i)(4)(C)(ii); (18) represented that the Fixed Income Investments of the Fund will meet the requirements of Exchange Rule 14.11(i)(4)(C)(ii)(e); (19) made additional representations regarding the ability of the Exchange and the Financial Industry Regulatory Authority, on behalf of the Exchange, to surveil trading in the Shares and certain of the underlying investments; and (20) made other clarifications, corrections, and technical changes. Amendment No. 2 is available at: https://www.sec.gov/comments/srcboebzx-2017-023/cboebzx2017023-3383514162149.pdf. E:\FR\FM\13APN1.SGM 13APN1

Agencies

[Federal Register Volume 83, Number 72 (Friday, April 13, 2018)]
[Notices]
[Pages 16146-16150]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-07673]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83018; File No. SR-CboeBZX-2018-025]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Rule 19.3, Criteria for Underlying Securities

April 8, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on March 29, 2018, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX Options'') 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 Exchange. The Exchange 
has designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with 
the Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend Rule 19.3(b).
    (additions are italicized; deletions are [bracketed])

* * * * *

Cboe BZX Exchange, Inc.

Rules

* * * * *

Rule 19.3. Criteria for Underlying Securities

    (a) (No change).
    (b) In addition, the Exchange shall from time to time establish 
standards to be considered in evaluating potential underlying 
securities for BZX Options options transactions. There are many 
relevant factors which must be considered in arriving at such a 
determination, and the fact that a particular security may meet the 
standards established by the Exchange does not necessarily mean that 
it will be selected as an underlying security. The Exchange may give 
consideration to maintaining diversity among various industries and 
issuers in selecting underlying securities. Notwithstanding the 
foregoing, an underlying security will not be selected unless:
    (1)-(4) (No change).
    (5) Either:
    (A) if the underlying security is a ``covered security'' as 
defined under Section 18(b)(1)(A) of the Securities Act of 1933, the 
market price per share of the underlying security has been at least 
$3.00 for the previous [five]three consecutive business days 
preceding the date on which the Exchange submits a certificate to 
the Clearing Corporation for listing and trading, as measured by the 
closing price reported in the primary market in which the underlying 
security is traded; or
    (B) (No change).
    (c)-(m) (No change).
* * * * *

    The text of the proposed rule change is available at the Exchange's 
website at www.markets.cboe.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Rule 19.3, Criteria for Underlying 
Securities, to modify the criteria for listing options on an underlying 
security as defined in Section 18(b)(1)(A) of the Securities Act of 
1933 (hereinafter ``covered security'' or ``covered securities''). This 
is a competitive filing that is based on a proposal recently submitted 
by Nasdaq PHLX LLC (``Nasdaq Phlx'') and approved by the Commission.\5\
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    \5\ See Securities Exchange Act Release No. 82474 (January 9, 
2018), 83 FR 2240 (January 16, 2018) (order approving SR-Phlx-2017-
75); see also Securities Exchange Act Release No. 82828 (March 8, 
2018), 83 FR 11278 (March 14, 2018) (notice of filing and immediate 
effectiveness of SR-MIAX-2018-06).
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    In particular, the Exchange proposes to modify Rule 19.3(b)(5)(A) 
to permit the listing of an option on an underlying covered security 
that has a market price of at least $3.00 per share for the previous 
three (3) consecutive business days preceding the date on which the 
Exchange submits a certificate to the

[[Page 16147]]

Options Clearing Corporation (``OCC'') for listing and trading. The 
Exchange does not intend to amend any other criteria for listing 
options on an underlying security in Rule 19.3.
    Currently the underlying covered security must have a closing 
market price of $3.00 per share for the previous five (5) consecutive 
business days preceding the date on which the Exchange submits a 
listing certificate to OCC. In the proposed amendment, the market price 
will still be measured by the closing price reported in the primary 
market in which the underlying covered security is traded, but the 
measurement will be the price over the prior three (3) consecutive 
business day period preceding the submission of the listing certificate 
to OCC, instead of the prior five (5) business day period.
    The Exchange acknowledges that the Options Listing Procedures Plan 
\6\ requires that the listing certificate be provided to OCC no earlier 
than 12:01 a.m. and no later than 11:00 a.m. (Chicago time) on the 
trading day prior to the day on which trading is to begin.\7\ The 
proposed amendment will still comport with that requirement. For 
example, if an initial public offering (``IPO'') occurs at 11:00 a.m. 
on Monday, the earliest date the Exchange could submit its listing 
certificate to OCC would be on Thursday by 12:01 a.m. (Chicago time), 
with the market price determined by the closing price over the three-
day period from Monday through Wednesday. The option on the IPO would 
then be eligible for trading on the Exchange on Friday. The proposed 
amendment would essentially enable options trading within four (4) 
business days of an IPO becoming available instead of six (6) business 
days (five (5) consecutive days plus the day the listing certificate is 
submitted to OCC).
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    \6\ The Plan for the Purpose of Developing and Implementing 
Procedures Designed to Facilitate the Listing and Trading of 
Standardized Options Submitted Pursuant to Section 11a(2)(3)(B) of 
the Securities Exchange Act of 1934 (a/k/a the Options Listing 
Procedures Plan (``OLPP'')) is a national market system plan that, 
among other things, sets forth procedures governing the listing of 
new options series. See Securities Exchange Act Release No. 44521 
(July 6, 2001), 66 FR 36809 (July 13, 2001) (Order approving OLPP). 
The sponsors of OLPP include OCC; Cboe BZX Exchange, Inc. (formerly 
BATS Exchange, Inc.); BOX Options Exchange LLC; Cboe C2 Exchange, 
Inc. (formerly C2 Options Exchange, Incorporated); Cboe Exchange, 
Inc. (formerly Chicago Board Options Exchange, Incorporated); Cboe 
EDGX Exchange, Inc. (formerly EDGX Exchange, Inc.); Miami 
International Securities Exchange, LLC; MIAX PEARL, LLC; The Nasdaq 
Stock Market LLC; NASDAQ BX, Inc.; Nasdaq PHLX LLC; Nasdaq GEMX, 
LLC; Nasdaq ISE, LLC; Nasdaq MRX, LLC; NYSE American, LLC; and NYSE 
Arca, Inc.
    \7\ See OLPP at page 3.
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    The Exchange's initial listing standards for equity options in Rule 
19.3 (including the current price/time standard of $3.00 per share for 
five (5) consecutive business days) are substantially similar to the 
initial listing standards adopted by other options exchanges.\8\ At the 
time BZX Options received its initial approval from the Commission, as 
part of its Rules, the Exchange adopted the options industry adopted 
the ``look back'' period of five consecutive business days, because it 
determined that the five-day period was sufficient to protect against 
attempts to manipulate the market price of the underlying security and 
would provide a reliable test for stability.\9\ Surveillance 
technologies and procedures concerning manipulation have evolved since 
then to provide adequate prevention or detection of rule or securities 
law violations within the proposed time frame, and the Exchange 
represents that its existing trading surveillances are adequate to 
monitor the trading of options on the Exchange.\10\
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    \8\ See, e.g., Phlx Rule 1009, Commentary .01; see also MIAX 
Rule 402(b)(5) and BOX Rule 5020(b)(5).
    \9\ See Securities Exchange Act Release No. 61419 (January 26, 
2010), 75 FR 5157 (February 1, 2010) (SR-BATS-2009-031) (order 
approving rules governing the trading of options on the Cboe BZX 
Exchange).
    \10\ Such surveillance procedures generally focus on detecting 
securities trading subject to opening price manipulation, closing 
price manipulation, layering, spoofing or other unlawful activity 
impacting an underlying security, the option, or both. The Exchange 
has price movement alerts, unusual market activity and order book 
alerts active for all trading symbols. These real-time patterns are 
active for the new security as soon as the IPO begins trading.
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    Furthermore, the Exchange notes that the scope of its surveillance 
program also includes cross-market surveillance for trading that is not 
just limited to the Exchange. In particular, the Exchange or the 
Financial Industry Regulatory Authority (``FINRA''), pursuant to a 
regulatory services agreement on behalf of the Exchange and its 
affiliate Cboe EDGX Exchange, Inc. (``EDGX''), operates a range of 
cross-market equity surveillance patterns to look for potential 
manipulative behavior, including spoofing, algorithm gaming, marking 
the close and open, and momentum ignition strategies, as well as more 
general, abusive behavior related to front running, wash sales, 
quoting/routing, and Reg SHO violations. These cross-market patterns 
incorporate relevant data from various markets beyond the Exchange and 
its affiliates, including data from the New York Stock Exchange 
(``NYSE'') and from the Nasdaq Stock Market (``Nasdaq'').
    Additionally, for options, the Exchange and EDGX utilize an array 
of patterns that monitor manipulation of options, or manipulation of 
equity securities (regardless of venue) for the purpose of impacting 
options prices on both the Exchange and EDGX options markets (i.e., 
mini-manipulation strategies). Surveillance coverage is initiated once 
options begin trading on either the Exchange or EDGX. Accordingly, the 
Exchange believes that the cross-market surveillance performed by the 
Exchange or FINRA on behalf of the Exchange and EDGX, coupled with the 
Exchange staff's real-time monitoring of similarly violative activity 
on the Exchange and EDGX as described herein, reflects a comprehensive 
surveillance program that is adequate to monitor for manipulation of 
the underlying security and overlying option within the proposed three-
day look back period.
    Furthermore, the Exchange notes that the proposed listing criteria 
would still require that the underlying security be listed on NYSE, the 
American Stock Exchange (now known as NYSE American), or the National 
Market System of The Nasdaq Stock Market (now known as the Nasdaq 
Global Market) (collectively, the ``Named Markets''), as provided for 
in the definition of ``covered security'' from Section 18(b)(1)(A) of 
the 1933 Act. Accordingly, the Exchange believes that the proposed rule 
change would still ensure that the underlying security meets the high 
listing standards of a Named Market, and would also ensure that the 
underlying is covered by the regulatory protections (including market 
surveillance, investigation and enforcement) offered by these exchanges 
for trading in covered securities conducted on their facilities.
    Furthermore, the Nasdaq had no cases within the past five years 
where an IPO-related issue for which it had pricing information 
qualified for the $3.00 price requirement during the first three (3) 
days of trading and did not qualify for the $3.00 price requirement 
during the first five (5) days.\11\ In other words, none of these 
qualifying issues fell below the $3.00 threshold within the first three 
(3) or five (5) days of trading. As such, the Exchange believes that 
its existing surveillance technologies and procedures, coupled with 
Nasdaq's

[[Page 16148]]

findings related to the IPO-related issues as described herein, 
adequately address potential concerns regarding possible manipulation 
or price stability within the proposed timeframe.
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    \11\ There were over 750 IPO-related issues on Nasdaq within the 
past five years. Out of all of the issues with pricing information, 
there was only one issue that had a price below $3 during the first 
five consecutive business days. The Exchange notes, however, that 
Nasdaq allows for companies to list on the Nasdaq Capital Market at 
$2.00 or $3.00 per share in some instances, which was the case for 
this particular issue. See Nasdaq Rule 5500 Series for initial 
listing standards on the Nasdaq Capital Market; see also Release No. 
82474 in supra note 5.
---------------------------------------------------------------------------

    The Exchange also believes that the proposed look back period can 
be implemented in connection with the other initial listing criteria 
for underlying covered securities. In particular, the Exchange 
recognizes that it may be difficult to verify the number of 
shareholders in the days immediately following an IPO due to the fact 
that stock trades generally clear within two business days (T+2) of 
their trade date and therefore the shareholder count will generally not 
be known until T+2.\12\ The Exchange notes that the current T+2 
settlement cycle was recently reduced from T+3 on September 5, 2017 in 
connection with the Commission's amendments to Rule 15c6-1(a) to adopt 
the shortened settlement cycle,\13\ and the look back period of three 
(3) consecutive business days proposed herein reflects this shortened 
T+2 settlement period. As proposed, stock trades would clear within T+2 
of their trade date (i.e., within three (3) business days) and 
therefore the number of shareholders could be verified within three (3) 
business days, thereby enabling options trading within four (4) 
business days of an IPO (three (3) consecutive business days plus the 
day the listing certificate is submitted to OCC).
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    \12\ The number of shareholders of record can be validated by 
large clearing agencies such as The Depository Trust and Clearing 
Corporation (``DTCC'') upon the settlement date (i.e., T+2).
    \13\ See Securities Exchange Act Release No. 78962 (September 
28, 2016), 81 FR 69240 (October 5, 2016) (Amendment to Securities 
Transaction Settlement Cycle) (File No. S7-22-16).
---------------------------------------------------------------------------

    Furthermore, the Exchange notes that it can verify the shareholder 
count with various brokerage firms that have a large retail customer 
clientele. Such firms can confirm the number of individual customers 
who have a position in the new issue. The earliest that these firms can 
provide confirmation is usually the day after the first day of trading 
(T+1) on an unsettled basis, while others can confirm on the third day 
of trading (T+2). The Exchange has confirmed with some of these 
brokerage firms who provide shareholder numbers to the Exchange that 
they are T+2 after an IPO. For the foregoing reasons, the Exchange 
believes that basing the proposed three (3) business day look back 
period on the T+2 settlement cycle would allow for sufficient 
verification of the number of shareholders.
    The proposed rule change will apply to all covered securities that 
meet the criteria of Rule 19.3. Pursuant to Rule 19.3, the Exchange 
establishes guidelines to be considered in evaluating the potential 
underlying securities for Exchange option transactions.\14\ However, 
the fact that a particular security may meet the guidelines established 
by the Exchange does not necessarily mean that it will be approved as 
an underlying security.\15\ As part of the established criteria, the 
issuer must be in compliance with any applicable requirement of the 
Securities Exchange Act of 1934.\16\ Additionally, there are many 
relevant factors that are considered in arriving at a determination to 
approve an underlying security.\17\ Even if the proposed option meets 
the objective criteria, the Exchange may decide not to list, or place 
limitations or conditions upon listing.\18\ The Exchange believes that 
these measures, together with its existing surveillance procedures, 
provide adequate safeguards in the review of any covered security that 
may meet the proposed criteria for consideration of the option within 
the timeframe contained in this proposal.
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    \14\ See Rule 19.3(b). The Exchange established specific 
criteria to be considered in evaluating potential underlying 
securities for Exchange option transactions.
    \15\ Id.
    \16\ See Rule 19.3(b)(3).
    \17\ See Rule 19.3(b).
    \18\ Id.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\19\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \20\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, 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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \21\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
    \21\ Id.
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes to its listing 
standards for covered securities would allow the Exchange to more 
quickly list options on a qualifying covered security that has met the 
$3.00 eligibility price without sacrificing investor protection. As 
discussed above, the Exchange believes that its existing trading 
surveillances provide a sufficient measure of protection against 
potential price manipulation within the proposed three (3) consecutive 
business day timeframe. The Exchange also believes that the proposed 
three (3) consecutive business day timeframe would continue to be a 
reliable test for price stability in light of Nasdaq's findings that 
none of the IPO-related issues on Nasdaq within the past five years 
that qualified for the $3.00 per share price standard during the first 
three trading days fell below the $3.00 threshold during the fourth or 
fifth trading day. Furthermore, the established guidelines to be 
considered by the Exchange in evaluating the potential underlying 
securities for Exchange option transactions,\22\ together with existing 
trading surveillances, provide adequate safeguards in the review of any 
covered security that may meet the proposed criteria for consideration 
of the option within the proposed timeframe.
---------------------------------------------------------------------------

    \22\ See supra notes 14-18.
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    In addition, the Exchange believes that basing the proposed 
timeframe on the T+2 settlement cycle adequately addresses the 
potential difficulties in confirming the number of shareholders of the 
underlying covered security. Having some of the largest brokerage firms 
that provide these shareholder counts to the Exchange confirm that they 
are able to provide these numbers within T+2 further demonstrates that 
the 2,000 shareholder requirement can be sufficiently verified within 
the proposed timeframe. For the foregoing reasons, the Exchange 
believes that the proposed amendments will remove and perfect the 
mechanism of a free and open market and a national market system by 
providing an avenue for investors to swiftly hedged their investment in 
the stock in a shorter amount of time than what is currently in 
place.\23\
---------------------------------------------------------------------------

    \23\ This proposed rule change does not alter any obligations of 
issuers or other investors of an IPO that may be subject to a lock-
up or other restrictions on trading related securities.
---------------------------------------------------------------------------

    Finally, it should be noted that a price/time standard for the 
underlying security was first adopted when the listed options market 
was in its infancy,

[[Page 16149]]

and was intended to prevent the proliferation of options being listed 
on low-priced securities that presented special manipulation concerns 
and/or lacked liquidity needed to maintain fair and orderly 
markets.\24\ When options trading commenced in 1973, the Commission 
determined that it was necessary for securities underlying options to 
meet certain minimum standards regarding both the quality of the issuer 
and the quality of the market for a particular security.\25\ These 
standards, including a price/time standard, were imposed to ensure that 
those issuers upon whose securities options were to be traded were 
widely-held, financially sound companies whose shares had trading 
volume and float substantial enough so as not to be readily susceptible 
to manipulation.\26\ At the time, the Commission determined that the 
imposition of these standards was reasonable in view of the pilot 
nature of options trading and the limited experience of investors with 
options trading.\27\
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    \24\ See Securities Exchange Act Release No. 29628 (August 29, 
1991), 56 FR 43949-01 (September 5, 1991) (SR-AMEX-86-21; SR-CBOE-
86-15; SR-NYSE-86-20; SR-PSE-86-15; and SR-PHLX-86-21) (``1991 
Approval Order'') at 43949 (discussing the Commission's concerns 
when options trading initially commenced in 1973).
    \25\ See 1991 Approval Order at 43949.
    \26\ Id.
    \27\ Id.
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    Now more than 40 years later, the listed options market has evolved 
into a mature market with sophisticated investors. In view of this 
evolution, the Commission has approved various exchange proposals to 
relax some of these initial listing standards throughout the years,\28\ 
including reducing the price/time standard in 2003 from $7.50 per share 
for the majority of business days over a three month period to the 
current $3.00 per share/five business day standard (``2003 
Proposal'').\29\ It has been almost fifteen years since the Commission 
approved the 2003 proposal, and both the listed options market and 
exchange technologies have continued to evolve since then. In this 
instance, the Exchange is only proposing a modest reduction of the 
current five (5) business day standard to three (3) business days to 
correspond to the securities industry's move to a T+2 standard 
settlement cycle.\30\ The $3.00 per share standard and all other 
initial options listing criteria in Rule 19.3 will remain unchanged by 
this proposal. For the reasons discussed herein, the Exchange therefore 
believes that the proposed three (3) business day period will be 
beneficial to the marketplace without sacrificing investor protections.
---------------------------------------------------------------------------

    \28\ See, e.g., 1991 Approval Order (modifying a number of 
initial listing criteria, including the reduction of the price/time 
standard from $10 per share each day during the preceding three 
calendar months to $7.50 per share for the majority of days during 
the same period).
    \29\ See Securities Exchange Act Release Nos. 47190 (January 15, 
2003), 68 FR 3072 (January 22, 2003) (SR-CBOE-2002-62); 47352 
(February 11, 2003), 68 FR 8319 (February 20, 2003) (SR-PCX-2003-
06); 47483 (March 11, 2003), 68 FR 13352 (March 19, 2003) (SR-ISE-
2003-04); 47613 (April 1, 2003), 68 FR 17120 (April 8, 2003) (SR-
Amex-2003-19); and 47794 (May 5, 2003), 68 FR 25076 (May 9, 2003) 
(SR-Phlx-2003-27).
    \30\ See supra note 13.
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    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. In this regard and as 
indicated above, the Exchange notes that the rule change is being 
proposed as a competitive response to a filing submitted by Nasdaq Phlx 
that was recently approved by the Commission.\31\ The proposed rule 
change will reduce the number of days to list options on an underlying 
security, and is intended to bring new options listings to the 
marketplace quicker.
---------------------------------------------------------------------------

    \31\ See supra note 5.
---------------------------------------------------------------------------

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

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

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) \32\ of the Act and Rule 19b-
4(f)(6) thereunder.\33\
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    \32\ 15 U.S.C. 78s(b)(3)(A).
    \33\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and the text of the proposed rule change, 
at least five business days prior to the date of filing of the 
proposed rule change, or such shorter time as designated by the 
Commission. The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \34\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \35\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing. The Exchange 
states that waiver of the 30-day operative delay would allow the 
Exchange greater flexibility in bringing new options listing to the 
marketplace more quickly, which will be beneficial to the marketplace 
permit fair competition among the exchanges by allowing the Exchange to 
modify the criteria for listing an option on an underlying covered 
security which is currently allowed on Nasdaq Phlx.\36\ Based on the 
foregoing, the Commission believes the waiver of the operative delay is 
consistent with the protection of investors and the public interest. 
Therefore, the Commission hereby waives the operative delay and 
designates the proposal operative upon filing.\37\
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    \34\ 17 CFR 240.19b-4(f)(6).
    \35\ 17 CFR 240.19b-4(f)(6)(iii).
    \36\ See supra note 5.
    \37\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposal 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 [email protected]. Please include 
File No. SR-CboeBZX-2018-025 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 16150]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File No. SR-CboeBZX-2018-025. 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 website (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 website 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 will also be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File No. SR-CboeBZX-2018-025 and should be submitted on 
or before May 4, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\38\
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    \38\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-07673 Filed 4-12-18; 8:45 am]
 BILLING CODE 8011-01-P
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