Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 2 and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 2, To Amend NYSE Rule 7.31 To Add a New Order Type, Capital Commitment Order, Modify the Market Order and the Last Sale Peg Modifier, and Make Related Changes to NYSE Rules 7.16, 7.18, 7.34, 7.36, and 7.37, 30255-30262 [2019-13536]
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Federal Register / Vol. 84, No. 123 / Wednesday, June 26, 2019 / Notices
such as supply and demand. Therefore,
applicants assert that secondary market
transactions in shares will not lead to
discrimination or preferential treatment
among purchasers. Finally, applicants
represent that share market prices will
be disciplined by arbitrage
opportunities, which should prevent
shares from trading at a material
discount or premium from NAV.
6. With respect to Funds that hold
non-U.S. Portfolio Instruments and that
effect creations and redemptions of
Creation Units in kind, applicants
request relief from the requirement
imposed by section 22(e) in order to
allow such Funds to pay redemption
proceeds within fifteen calendar days
following the tender of Creation Units
for redemption. Applicants assert that
the requested relief would not be
inconsistent with the spirit and intent of
section 22(e) to prevent unreasonable,
undisclosed or unforeseen delays in the
actual payment of redemption proceeds.
7. Applicants request an exemption to
permit Funds of Funds to acquire Fund
shares beyond the limits of section
12(d)(1)(A) of the Act; and the Funds,
and any principal underwriter for the
Funds, and/or any broker or dealer
registered under the Exchange Act, to
sell shares to Funds of Funds beyond
the limits of section 12(d)(1)(B) of the
Act. The application’s terms and
conditions are designed to, among other
things, help prevent any potential (i)
undue influence over a Fund through
control or voting power, or in
connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A) and (B) of the
Act.
8. Applicants request an exemption
from sections 17(a)(1) and (a)(2) of the
Act to permit persons that are affiliated
persons, or second-tier affiliates, of the
Funds, solely by virtue of certain
ownership interests, to effectuate
purchases and redemptions in-kind. The
deposit procedures for in-kind
purchases of Creation Units and the
redemption procedures for in-kind
redemptions of Creation Units will be
the same for all purchases and
redemptions and Deposit Instruments
and Redemption Instruments will be
valued in the same manner as those
Portfolio Instruments currently held by
the Funds. Applicants also seek relief
from the prohibitions on affiliated
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its
shares from a Fund of Funds, and to
engage in the accompanying in-kind
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transactions with the Fund of Funds.2
The purchase of Creation Units by a
Fund of Funds directly from a Fund will
be accomplished in accordance with the
policies of the Fund of Funds and will
be based on the NAVs of the Funds.
9. Applicants also request relief to
permit a Feeder Fund to acquire shares
of another registered investment
company managed by the Adviser
having substantially the same
investment objectives as the Feeder
Fund (‘‘Master Fund’’) beyond the
limitations in section 12(d)(1)(A) and
permit the Master Fund, and any
principal underwriter for the Master
Fund, to sell shares of the Master Fund
to the Feeder Fund beyond the
limitations in section 12(d)(1)(B).
10. Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Vanessa A. Countryman,
Acting Secretary.
[FR Doc. 2019–13528 Filed 6–25–19; 8:45 am]
BILLING CODE 8011–01–P
2 The requested relief would apply to direct sales
of shares in Creation Units by a Fund to a Fund of
Funds and redemptions of those shares. Applicants,
moreover, are not seeking relief from section 17(a)
for, and the requested relief will not apply to,
transactions where a Fund could be deemed an
Affiliated Person, or a Second-Tier Affiliate, of a
Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control
with an Adviser provides investment advisory
services to that Fund of Funds.
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30255
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86167; File No. SR–NYSE–
2019–22]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Amendment No. 2 and Order
Granting Accelerated Approval of
Proposed Rule Change, as Modified by
Amendment No. 2, To Amend NYSE
Rule 7.31 To Add a New Order Type,
Capital Commitment Order, Modify the
Market Order and the Last Sale Peg
Modifier, and Make Related Changes to
NYSE Rules 7.16, 7.18, 7.34, 7.36, and
7.37
June 20, 2019.
I. Introduction
On April 18, 2019, New York Stock
Exchange LLC (‘‘Exchange’’ or ‘‘NYSE’’)
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 (i) amend NYSE Rule 7.31
(Orders and Modifiers) to add a new
order type, Capital Commitment Order
that is only available to Designated
Market Makers (‘‘DMMs’’), and (ii)
specify that Market Orders and the Last
Sale Peg Modifier are not available to
DMMs, and (iii) make related,
conforming changes to NYSE Rules 7.16
(Short Sales), 7.34 (Trading Sessions),
7.36 (Order Ranking and Display), and
7.37 (Order Execution and Routing). On
May 1, 2019, the Exchange filed
Amendment No. 1 to the proposed rule
change, which superseded the original
filing in its entirety. The proposed rule
change, as amended by Amendment No.
1, was published for comment in the
Federal Register on May 9, 2019.3 On
June 11, 2019, the Exchange filed
Amendment No. 2 to the proposed rule
change, which superseded the original
filing, as amended by Amendment No.
1, in its entirety.4 The Commission has
received no comments on the proposed
rule change.
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.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 85772
(May 3, 2019), 84 FR 20448 (May 9, 2019)
(‘‘Notice’’).
4 In Amendment No. 2, the Exchange updates and
makes conforming amendments to NYSE Rules 7.18
(Halts) and 7.34 (Trading Sessions).
2 17
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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 basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those 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 the
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
The Exchange proposes to amend
Rule 7.31 (Orders and Modifiers) to add
a new order type, Capital Commitment
Order, and make related changes to
Rules 7.16, 7.18, 7.34, 7.36, and 7.37.
The Exchange proposes to further
amend Rule 7.31 to specify that Market
Orders and the Last Sale Peg Modifier
would not be available to Designated
Market Makers (‘‘DMMs’’). This
Amendment No. 2 supersedes the
original filing and Amendment No. 1 in
its entirety.
Currently, the Exchange trades UTP
Securities on its Pillar trading platform,
subject to Pillar Platform Rules 1P–13P.5
In the next phase of Pillar, the Exchange
proposes to transition trading of
Exchange-listed securities to the Pillar
trading platform, which means that
DMMs would be trading on Pillar in
their assigned securities.6 Once
transitioned to Pillar, such securities
will also be subject to the Pillar Platform
Rules 1P–13P. The Exchange has
separately amended its rules to support
the transition of Exchange-listed
securities to the Pillar Trading Platform,
including adding the DMM as a
Participant under the Pillar Platform
Rules.7
5 ‘‘UTP Security’’ is defined as a security that is
listed on a national securities exchange other than
the Exchange and that trades on the Exchange
pursuant to unlisted trading privileges. See Rule
1.1.
6 The Exchange has announced that, subject to
rule approvals, the Exchange will begin
transitioning Exchange-listed securities to Pillar on
August 5, 2019, available here: https://
www.nyse.com/publicdocs/nyse/markets/nyse/
Revised_Pillar_Migration_Timeline.pdf. The
Exchange will publish by separate Trader Update a
complete symbol migration schedule.
7 See Securities Exchange Act Release Nos. 85962
(May 29, 2019), 84 FR 26188 (June 5, 2019) (SR–
NYSE–2019–05) (Approval Order) and Securities
Exchange Act Release No. 85176 (February 22,
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With this proposed rule change, the
Exchange proposes an additional order
type that would be available to DMMs
when Exchange-listed securities
transition to Pillar.
Proposed Capital Commitment Order
The proposed new order type, Capital
Commitment Order, or ‘‘CCO,’’ is based
in part on the current Capital
Commitment Schedule 8 (‘‘CCS’’), which
is currently available only to DMMs
trading in Exchange-listed securities.
The Exchange proposes to make related
changes to Rules 7.16 (Short Sales), 7.18
(Halts), 7.34 (Trading Sessions), 7.36
(Order Ranking and Display), and 7.37
(Order Execution and Routing).
The proposed CCO would be available
to DMMs when the Exchange transitions
Exchange-listed securities to Pillar. Like
CCS interest, the CCO would enable
DMMs to provide additional, nondisplayed liquidity at specific price
points in their assigned securities on
Pillar.
The operation of the existing CCS is
set forth in Rules 1000(d)–1000(g).
Under Rule 1000(d), a DMM may, for
each security in which it is registered,
place within Exchange systems a pool of
non-displayed liquidity—the CCS—to
be available to fill or partially fill
incoming orders in automatic
executions.9 Rule 1000(d) also provides
that CCS interest is used to trade at the
Exchange BBO, at prices better than the
Exchange BBO, and at prices outside the
Exchange BBO. CCS interest must be for
a minimum of one round lot of a
security and entered at price points that
are at, inside, or away from the
Exchange BBO.
Rule 1000(e) governs executions at
and outside the Exchange BBO and
specifies how CCS interest would
interact with such executions. Rule
1000(e)(iii) specifies how CCS would
trade with an incoming order that
sweeps multiple price points outside
the Exchange BBO, and specifically,
how CCS trades at a single price point
to provide price improvement for
completing the incoming order. Rule
1000(f) specifies how CCS interest may
provide price improvement inside the
2019), 84 FR 6868 (February 28, 2019) (Notice of
Filing) (SR–NYSE–2019–05) (‘‘NYSE Tape A Pillar
Filing’’).
8 See Rule 1000(d)–(g). See also Securities
Exchange Act Release Nos. 75578 (July 31, 2015),
80 FR 47008 (August 6, 2015) (SR–NYSE–2015–26)
(Order Granting Approval of a Proposed Rule
Change Making Permanent the Rules of the NYSE
New Market Model Pilot and the NYSE
Supplemental Liquidity Providers Pilot) (‘‘CCS
Approval Order’’).
9 CCS interest supplements displayed and nondisplayed interest of the DMM in Exchange
systems.
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Exchange BBO with interest arriving in
the Exchange market. Under Rule
1000(g), CCS interest may trade with
non-marketable 10 interest if the nonmarketable interest betters the Exchange
BBO (or cancels in the case of an
arriving IOC order) and if the incoming
interest may be executed in full by all
available trading interest on the
Exchange, including CCS interest and dquotes.
On Pillar, the Exchange proposes to
offer DMMs functionality similar to the
CCS in the form of CCOs. However, the
Exchange proposes to simplify and
streamline CCO functionality on Pillar
as compared to how the CCS functions.
Among other things, unlike CCS, the
proposed CCO would be an order type
that includes a limit price, rather than
a schedule of non-displayed liquidity,
and would be eligible to execute only at
its limit price on an order-by-order
basis. Multiple CCOs would, therefore,
not be aggregated at the same price or
multiple prices like CCS interest is
today pursuant to Rules 1000(f) and (g).
While the purpose of the CCO is the
same as CCS—a tool for DMMs to
provide additional, non-displayed
liquidity in their assigned securities—
the operation of CCOs would be based
in part on how Tracking Orders function
on the Exchange’s affiliated exchanges
that currently operate on Pillar, NYSE
Arca, Inc. (‘‘NYSE Arca’’) and NYSE
National, Inc. (‘‘NYSE National’’).11
The proposed CCO would be
described under paragraph (d)(5) of Rule
7.31 for Exchange-listed securities
trading on Pillar. Proposed Rule
7.31(d)(5) would set forth the general
requirements for CCOs and would
provide that a CCO is a Limit Order that
is not displayed, does not route, must be
entered in a minimum of one round lot,
and must be designated Day. This
proposed rule text is based in part on
how the CCS currently functions, but
unlike CCS, the proposed CCO would be
a Limit Order rather than a schedule of
non-displayed liquidity. This proposed
rule text uses Pillar terminology and is
also based in part on the first half of the
first sentence of NYSE Arca Rule 7.31–
E(d)(4) and NYSE National Rule
7.31(d)(4) relating to Tracking Orders.
Proposed Rule 7.31(d)(5) would also
provide that a CCO would be ranked
10 Under Rule 1000(g)(1), ‘‘non-marketable’’
means trading interest (i.e., displayable and nondisplayable) that is at a price higher than the
current Exchange bid (but below the current
Exchange offer) or lower than the current Exchange
offer (but above the current Exchange bid),
including better bids and offers on other market
centers. See NYSE Rule 1000(g)(1).
11 See NYSE Arca Rule 7.31–E(d)(4) and NYSE
National Rule 7.31(d)(4).
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Priority 5—CCOs. The Exchange would
make a related amendment to Rule
7.36(e) to add this additional priority
category. Proposed Rule 7.36(e)(5)
would provide that Priority 5—CCOs
would have fifth priority after Priority
4—Yielding Orders.12 The Exchange
believes that this proposed priority
category is consistent with current CCS
functionality 13 because CCOs would be
ranked behind all other displayed and
non-displayed orders. This proposed
rule change is also based in part on how
Tracking Orders function on NYSE Arca
and NYSE National, as Tracking Orders
similarly have a priority ranking behind
all other displayed and non-displayed
orders at a price.14
Proposed Rule 7.31(d)(5) would
further provide that CCOs would be
available only to DMMs in their
assigned securities, eligible to be traded
in the Core Trading Session 15 only, and
not eligible to participate in any
Auctions. This proposed rule text is
based on current rules that the CCS is
available only to DMMs. The
requirement that CCOs would be
eligible to trade in the Core Trading
Session only is consistent with current
CCS functionality for Exchange-listed
securities, which trade during regular
trading hours only,16 and proposed
functionality that Exchange-listed
securities would not be eligible to
participate in the Early Trading Session
on Pillar.17 The proposal that CCOs
would not be eligible to participate in
any Auctions is also consistent with
current CCS functionality.
Proposed Rule 7.31(d)(5)(A) would
describe how CCOs function on arrival
and would provide that a CCO to buy
(sell) does not trade on arrival and is
triggered to trade by an Aggressing
12 Pursuant to Section 11(a)(1)(G) of the Act and
Rule 11a1–1(T)(a) thereunder, an order for the
account of a member (i.e., a Yielding Order), does
not need to yield priority, parity, or precedence in
execution to orders for the account of another
member. 15 U.S.C. 78k(a)(1)(G) and 17 CFR
240.11a1–1(T)(a). Consistent with these
requirements, under current rules, G Orders do not
always yield to DMM interest. See, e.g., Rule
115A(a)(1)(D) (at the same price, G Orders do not
yield to DMM interest in the opening transaction),
13 See Rule 1000(e)(ii)(B) and (e)(iii)(A)(2)
(providing that CCS interest yields to all displayed
and non-displayed interest when trading at the BBO
or outside the BBO).
14 See NYSE Arca Rule 7.36–E(e)(4) and NYSE
National Rule 7.36(e)(4) (Tracking Orders have
fourth priority behind all other orders).
15 The Core Trading Session begins at 9:30 a.m.
Eastern Time and ends at the conclusion of Core
Trading Hours. See Rule 7.34(a)(2). The term ‘‘Core
Trading Hours’’ means ‘‘the hours of 9:30 a.m.
Eastern Time through 4:00 p.m. Eastern Time or
such other hours as may be determined by the
Exchange from time to time.’’ See Rule 1.1(d).
16 See Rule 51(a).
17 See NYSE Tape A Pillar Filing, supra note 6.
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Order 18 to sell (buy) that (i) has
exhausted all other interest eligible to
trade at the Exchange at the CCO’s
working price, and (ii) has a remaining
quantity equal to or less than the size of
a resting CCO (i.e., completely fills an
Aggressing Order). This proposed rule
text is based in part on how Tracking
Orders function, as described in NYSE
Arca Rule 7.31–E(d)(4)(A) and NYSE
National Rule 7.31(d)(4)(A). This
proposed functionality is also similar to
how CCS operates, as it is a schedule of
resting non-displayed liquidity, and
does not trade with resting interest.
Proposed Rule 7.31(d)(5)(A)(1) would
provide that a CCO to buy (sell) may be
designated to trade with an Aggressing
Order to sell (buy) that has a remaining
quantity greater than the size of the
resting CCO (i.e., partially fills an
Aggressing Order). This is similar to the
operation of CCS interest, which the
DMM can similarly designate for partial
execution.19 The Exchange believes that
this optional functionality should
continue to be available to DMMs as it
would increase execution opportunities
for incoming orders.
Proposed Rule 7.31(d)(5)(A)(2) would
provide that an arriving CCO to buy
(sell) with a limit price in the
discretionary price range, as defined in
paragraph (d)(4)(C)(i) of Rule 7.31, can
trigger a resting D Order to sell (buy) to
exercise discretion. This would be new
functionality that would provide an
execution opportunity for a resting D
Order. Specifically, pursuant to Rule
7.31(d)(4)(C)(i), a D Order to buy (sell)
would be triggered to exercise discretion
if the price of an Aggressing Order to
sell (buy) is above (below) the PBB
(PBO) and at or below (above) the
Midpoint Price (defined as the
‘‘discretionary price range’’).
Even though a CCO is not, by its
terms, an Aggressing Order, the
Exchange believes that a CCO should be
eligible to provide liquidity if its limit
price is in the discretionary price range
of a resting D Order. A CCO that would
trigger a resting D Order to exercise
discretion will not receive execution
priority over any resting orders that are
on the same side as the CCO and are
eligible to trade with the D Order
because any such orders would have
already traded with the D Order.
Specifically, pursuant to Rule
18 An Aggressing Order is a buy (sell) order that
is or becomes marketable against sell (buy) interest
on the Exchange Book. See Rule 7.36(a)(6). A
resting order may become an Aggressing Order if its
working price changes, if the PBBO or NBBO is
updated, because of changes to other orders on the
Exchange Book, or when processing inbound
messages. Id.
19 See Rule 1000(e)(iii)(A)(4).
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30257
7.31(d)(4)(C)(1), a D Order to buy (sell)
will be triggered to exercise discretion if
the price of an Aggressing Order to sell
(buy) is above (below) the PBB (PBO)
and at or below (above) the Midpoint
Price, which is defined as the
discretionary price range. This includes
resting contra-side orders that become
an Aggressing Order, e.g., an MPL that
receives a new working price because of
an update to the PBBO, because if such
orders are within the discretionary price
range of a D Order, the D Order would
be triggered to exercise discretion by
such Aggressing Order. Accordingly, if
a CCO order arrives and is within the
discretionary price range of a D Order,
any other same-side resting orders
eligible to trade with such D Order
would have already executed. Because a
CCO does not meet the terms of an
Aggressing Order and therefore would
not be addressed by Rule
7.31(d)(4)(C)(i), the Exchange proposes
to specify this behavior separately in
proposed Rule 7.31(d)(5)(A)(2). This
would be new functionality on Pillar
that the Exchange believes is consistent
with the purpose of a CCO, which is to
provide additional liquidity that would
not trade ahead of other orders eligible
to trade at that price.
Proposed Rule 7.31(d)(5)(B) would
provide that the working price of the
CCO would be equal its limit price and
sets forth when a COO would not be
eligible to trade. Proposed Rule
7.31(d)(5)(B)(1) would provide that a
buy (sell) CCO would not be eligible to
trade if its limit price is equal to or
higher (lower) than the PBO (PBB), NBO
(NBB), Upper (Lower) Price Band, or the
working price of any resting sell (buy)
order on the Exchange Book. Proposed
Rule 7.31(d)(5)(B)(2) would provide that
a CCO would also not be eligible to
trade when the PBBO or NBBO is locked
or crossed. The Exchange believes that
by making a CCO ineligible to trade in
the above-described circumstances, the
Exchange would reduce the potential to
trade through the PBBO or BBO. This
would be new functionality on Pillar
and is not based on how CCS currently
function. This proposed rule change is
based in part on how Tracking Orders
function, which are not eligible to trade
when the PBBO is locked or crossed.20
Proposed Rule 7.31(d)(5)(C) would
describe how CCOs would function
when resting on the Exchange Book and
would provide that multiple CCOs with
the same limit price would be ranked by
time. Proposed Rule 7.31(d)(5)(C)(1)
would provide that at the same price, a
CCO with a later working time would
20 See NYSE Arca Rule 7.31–E(d)(4) and NYSE
National Rule 7.31(d)(4).
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trade ahead of a CCO with an earlier
working time that is not designated as
eligible for a partial execution and
cannot execute in full against the
Aggressing Order. In such case, the CCO
with a later working time would execute
first because the CCO with the earlier
working time chose to forego a partial
execution in favor of executing against
another incoming order that is large
enough to execute against its total
quantity. This would be new
functionality on Pillar and is not based
on how CCS interest currently
functions. This proposed rule text is
based in part on how Tracking Orders
function, as described in the second
sentence of NYSE Arca Rule 7.31–
E(d)(4)(B) and NYSE National Rule
7.31(d)(4)(B).
Proposed Rule 7.31(d)(5)(C)(2) would
describe how an Aggressing Order to
buy (sell) with a Minimum Trade Size
(‘‘MTS’’) Modifier 21 would interact
with a resting CCO. Rule 7.31(i)(3)(F)
generally provides that if a sell (buy)
order does not meet the MTS, the order
with an MTS Modifier will not trade
and will be ranked in the Exchange
Book. Proposed Rule 7.31(d)(5)(C)(2)
would provide that an Aggressing Order
to buy (sell) with an MTS Modifier
would ignore a resting CCO to sell (buy)
if the CCO does not meet the order’s
MTS. This would be new functionality
and is consistent with the operation of
CCOs, which is to allow the DMM to
provide additional, supplemental
liquidity of last resort that is ranked
behind all other displayed and nondisplayed orders. If a CCO does not
meet the MTS of the Aggressing Order,
the order with an MTS would ignore the
CCO and seek to execute against the
next available order resting on the
Exchange Book, which may be at
another price.
Proposed Rule 7.31(d)(5)(D) would
provide that a CCO may be designated
with a Self Trade Prevention (‘‘STP’’)
Modifier and would be rejected if
combined with any other modifiers.
This proposed functionality is new, as
CCS interest cannot currently be
designated with an STP Modifier.22 The
Exchange believes that making STP
Modifiers available for CCOs would
provide DMMs with more tools to
reduce the potential for two orders to
interact if they are from the same entity.
By specifying that CCOs cannot be
21 In sum, an order with an MTS Modifier would
only trade with contra-side orders that, either
individually or in the aggregate, satisfy the order’s
minimum trade size condition. See Rule 7.31(i)(3)
for a full description of the MTS Modifier.
22 See Rule 13(f)(3)(B) (stating that the STP
modifier is not available for d-Quotes or DMM
interest).
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combined with other modifiers, the rule
provides transparency that a CCO
cannot be combined with other
modifiers defined in Rule 7.31(i).
Rule 7.16 establishes requirements
relating to short sale orders. Rule
7.16(f)(5) sets forth how short sale
orders are processed during a Short Sale
Period, which is defined in Rule
7.16(f)(4). Proposed new Rule
7.16(f)(5)(E) would provide that, during
a Short Sale Period, the working price
of CCOs would not be adjusted and that
CCOs would not trade at or below the
NBB. This proposed text is based on
how Tracking Orders function during a
Short Sale Period, as described in NYSE
Arca Rule 7.16–E(f)(5)(E) and NYSE
National Rule 7.16(f)(5)(E), which both
provide that, during a Short Sale Period,
the working price of Tracking Orders
will not be adjusted and that Tracking
Orders will not be eligible to trade at or
below the NBB.
Rule 7.37(b) describes how an
Aggressing Order is allocated among
contra-side orders at each price. The
Exchange maintains separate allocation
wheels on each side of the market for
displayed and non-displayed orders at
each price. The Exchange proposes to
amend Rule 7.37(b) to set forth how
CCOs would participate in the
allocation process.
Consistent with the proposed
amendment to Rule 7.36(e), described
above, to add a new Priority category for
CCOs, the Exchange proposes to amend
Rule 7.37(b)(1) to add that CCOs would
be allocated after all other interest at
that price.23 Multiple CCOs at that price
would be allocated on time. To effect
this change, the Exchange proposes to
amend Rule 7.37(b)(1) to add new subparagraph (I) to provide that next, CCOs
ranked Priority 5—CCOs would be
allocated based on time. This proposed
functionality is based in part on how
CCS functions, as CCS interest yields to
all other interest when trading at the
Exchange BBO or at prices outside the
BBO.
23 Rule 7.37(b)(1) sets forth the following
allocation sequence: (1) Market Orders trade first
based on time; (2) orders with Setter Priority as
described in Exchange Rule 7.36(h) receive an
allocation; (3) orders ranked Priority 2—Displayed
Orders are allocated on parity by Participant; (4)
orders ranked Priority 3—Non-Display Orders,
other than Mid-Point Liquidity (‘‘MPL’’) Orders
with an MTS Modifier, are allocated on parity by
Participant; (5) MPL Orders with an MTS Modifier
are allocated based on MTS size (smallest to largest)
and time; (6) D Orders trading at a discretionary
price will be allocated on parity by Floor Broker
Participant; (7) the display quantity of orders
ranked Priority 4—Yielding Orders will be allocated
based on time; and then (8) the non-display
quantity of orders ranked Priority 4—Yielding
Orders will allocated based on time.
PO 00000
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Orders Not Available to Designated
Market Makers
The Exchange proposes to amend
Rule 7.31(a)(1), which describes Market
Orders, and Rule 7.31(i)(4), which
describes the Last Sale Peg Modifier, to
specify that neither of these order types
would be available to DMMs when the
Exchange transitions Exchange-listed
securities to Pillar. These proposed
changes are based on Rule 104(b)(vi),
which states that DMMs may not enter
Market Orders or Buy Minus Zero Plus
instruction 24 in Exchange-listed
securities.
Proposed Amendments to Rules 7.18
and 7.34
As noted above, in the NYSE Tape A
Pillar Filing, the Exchange amended its
Pillar platform trading rules, including
Rules 7.18 and 7.34, to support the
transition of Exchange-listed securities
to the Pillar trading platform.25
Separately, the Exchange amended its
rules to support the transition of the
Retail Liquidity Program to the Pillar
trading platform, which will be
implemented at the same time that
Exchange-listed securities transition to
the Pillar trading platform.26
With this filing, the Exchange
proposes to amend Rule 7.18 to add
references to CCOs and Retail Price
Improvement Orders (‘‘RPIs’’), which
are defined under Rule 7.44(a)(4). Rule
7.18(c)(1) provides that during a halt or
pause in securities listed on the
Exchange, the Exchange will cancel any
unexecuted portion of specified nondisplayed orders, which are listed in the
Rule.27 Rule 7.18(c)(5) further provides
that during a halt or pause in securities
listed on the Exchange, the Exchange
will reject incoming specified nondisplayed orders, which are listed in the
Rule.28 Because both CCOs and RPIs are
24 The Last Sale Peg Modifier is based on the Buy
Minus Zero Plus instruction. See Rule 13(f)(4). See
also Securities Exchange Act Release No. 85158
(February 15, 2019), 84 FR 5794 (February 22, 2019)
(SR–NYSE–2018–52) (Approval Order).
25 See NYSE Tape A Pillar Filing, supra note 6.
26 See Securities Exchange Act Release No. 85930
(May 23, 2019), 84 FR 25100 (May 30, 2019) (SR–
NYSE–2019–26) (Notice of filing and immediate
effectiveness of proposed rule change to add Rule
7.44 to operate its Retail Liquidity Program on
Pillar).
27 Pursuant to Rule 7.18(c)(1), the Exchange
cancels the unexecuted portion of Non-Displayed
Limit Orders, Non-Displayed Primary Pegged
Orders, MPL Orders, Last Sale Peg Orders, and
proposed Floor broker cross transactions pending in
the Cross Function pursuant to Rule 76.10.
28 Pursuant to Rule 7.18(c)(5), the Exchange
rejects incoming Limit Orders designated IOC, NonDisplayed Limit Orders, Non-Displayed Primary
Pegged Orders, MPL Orders, Last Sale Peg Orders,
and proposed Floor broker cross transactions
pursuant to Rule 76.10. The Exchange proposes a
non-substantive amendment to replace the term
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not displayed, the Exchange proposes to
amend Rules 7.18(c)(1) and (5) to add
CCOs and RPIs to the list of nondisplayed orders that are cancelled or
rejected, as applicable, during a halt or
pause in Exchange-listed securities.
The Exchange also proposes to amend
Rule 7.34(c)(1)(D) to add a reference to
RPIs and CCOs. Rule 7.34(c)(1)(D) lists
the non-displayed orders in AuctionEligible Securities that will be rejected
if entered before the Core Trading
Session begins.29 Because RPIs and
CCOs are non-displayed, available only
for Exchange-listed securities (which are
Auction-Eligible Securities), and eligible
to trade only in the Core Trading
Session, the Exchange proposes to
amend Rule 7.34(c)(1)(D) to add RPIs
and CCOs to the list of non-displayed
orders that are rejected if entered before
the Core Trading Session begins.
Implementation
Subject to approval of this proposed
rule change, the Exchange proposes to
implement this proposed rule change
when the Exchange transitions NYSElisted securities to the Pillar trading
platform, which is anticipated to begin
in the third quarter of 2019.30
2. Statutory Basis
The Exchange believes that the
proposal is consistent with Section 6(b)
of the Act,31 in general, and furthers the
objectives of Sections 6(b)(5) of the
Act,32 in particular, because it is
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
mechanisms of, a free and open market
and a national market system and, in
general, to protect investors and the
public interest and because it is not
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
jbell on DSK3GLQ082PROD with NOTICES
Proposed Capital Commitment Order
The Exchange believes that the
proposed CCO would remove
impediments to, and perfect the
‘‘Primary Peg Orders’’ with the term ‘‘Primary
Pegged Orders’’ in Rule 7.18(c)(5).
29 Pursuant to Rule 7.34(c)(1)(D), Non-Displayed
Limit Orders, MPL Orders, Last Sale Peg Orders,
Limit Orders designated IOC, and proposed Floor
broker cross transactions pursuant to Rule 76.10 in
Auction-Eligible Securities will be rejected if
entered before the Core Trading Session begins.
30 See supra note 5.
31 15 U.S.C. 78f(b).
32 15 U.S.C. 78f(b)(5).
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mechanisms of, a free and open market
and a national market system and, in
general, protect investors and the public
interest because it would provide DMMs
with functionality currently available on
the Exchange when Exchange-listed
securities transition to Pillar. The
proposed CCO would therefore promote
continuity for the DMMs in the tools
they have available to meet their
affirmative obligation to maintain depth
and continuity. The proposed rule
change is based on existing
functionality with differences in rule
text to reflect Pillar terminology and to
streamline and simplify the operation of
CCOs as compared to CCS interest.
The proposed CCO is based in part on
current CCS functionality, including
that it would only be available to DMMs
in their assigned securities and would
be non-displayed liquidity of last resort
at a price. Like CCS interest, the CCO
would enable DMMs to provide
additional liquidity at specific price
points in their assigned securities when
NYSE-listed securities transition to
Pillar. The Exchange notes that there is
no need to offer this modifier to nonDMMs because they are the only
member organizations on the Exchange
with the affirmative obligation to engage
in a course of dealings for their own
accounts to assist in the maintenance, so
far as practicable, of a fair and orderly
market, including the maintenance of
price continuity with reasonable
depth.33 Specifically, DMMs have an
obligation to use their own capital when
lack of price continuity, lack of depth,
or disparity between supply and
demand exists or is reasonably to be
anticipated.34 Like CCS interest, the
CCO would allow DMMs to trade in
their assigned securities at the CCO’s
working price without contributing to
visible depth of market.35
The Exchange believes that the
proposed differences to how the CCO
would function as compared to CCS
would remove impediments to and
perfect the mechanism of a free and
open market and a national market
system because the proposed differences
are designed to streamline the
functionality and simplify the operation
of such liquidity, while still achieving
the same goal to provide the DMMs with
a tool to meet their unique affirmative
obligations. To achieve this goal, the
33 See
Rule 104(f)(ii).
34 Id.
35 See Securities Exchange Act Release Nos.
75578 (July 31, 2015), 80 FR 47008, 47013 at n. 61
(August 6, 2015) (SR–NYSE–2015–26) (Order
Granting Approval of a Proposed Rule Change
Making Permanent the Rules of the NYSE New
Market Model Pilot and the NYSE Supplemental
Liquidity Providers Pilot).
PO 00000
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30259
Exchange proposes that the CCO would
function similarly to Tracking Orders, as
described in NYSE Arca Rule 7.31–
E(d)(4) and NYSE National Rule
7.31(d)(4), in that a CCO would be a
Limit Order that is not displayed, it
would not trade on arrival, and instead
would be triggered to trade by a contraside Aggressing Order that has
exhausted all other interest eligible to
trade at the CCO’s working price and is
equal to or less than the size of the CCO.
Also similar to the Tracking Order, a
CCO with a later working time would
trade ahead of a CCO with an earlier
working time (which can only be from
the same DMM) if not designated for a
partial execution and could not execute
in full against the Aggressing Order. The
Exchange believes it promotes just and
equitable principles of trade for the CCO
with the later working time to trade
ahead of a same-priced CCO Order with
an earlier working time if the earlier
CCO chose to forgo the option for a
partial execution, particularly since all
CCOs in a security are entered by the
same DMM. For similar reasons, the
Exchange believes that it would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system for an
Aggressing Order with an MTS to ignore
a CCO because if an Aggressing Order
with an MTS has a condition that it is
not eligible to trade, the Exchange does
not believe that the Aggressing Order
with an MTS should be denied an
opportunity to trade if the MTS could
otherwise be met by other orders on the
Exchange Book.
The Exchange believes it would
remove impediments to and perfect the
mechanism of a free and open market
and a national market system to retain
the optional functionality currently
available for CCS for a CCO to provide
a partial execution to an incoming
order, as such option would provide for
more execution opportunities at the
Exchange. Similarly, the Exchange
believes it would remove impediments
to and perfect the mechanism of a free
and open market and a national market
system for an arriving CCO to trigger a
resting D Order to trade because it
would provide for additional execution
opportunities for D Orders. Because
CCOs would trade at their limit price,
the Exchange believes that the proposal
to make such orders ineligible to trade
if the limit price is equal to or through
the PBBO, NBBO, Price Bands, or
resting orders on the Exchange Book, or
if the PBBO or NBBO is crossed, would
remove impediments to and perfect the
mechanism of a free and open market
and a national market system because it
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would reduce the potential for a CCO to
trade through the PBBO, NBBO or
resting orders on the Exchange Book.
The Exchange believes that the
proposed processing of sell short CCOs
during a Short Sale Period under
proposed Rule 7.16(f)(5)(E) would
remove impediments to and perfect the
mechanism of a fair and orderly market
because it would provide that CCOs
would not trade at or below the NBB
during a Short Sale Period in violation
of Rule 201 of Regulation SHO.
Proposed Rule 7.16(f)(5)(E) is also based
on NYSE Arca Rule 7.16–E(f)(5)(E) and
NYSE National Rule 7.16(f)(5)(E) for
Tracking Orders.
Lastly, the Exchange believes the
proposed changes to Rules 7.36 and 7.37
describing how CCOs would be ranked
and allocated would remove
impediments to, and perfect the
mechanisms of, a free and open market
and a national market system because
having CCOs as an interest of last resort
is consistent with how CCS currently
functions when trading at prices equal
to the BBO or outside the BBO.
Prioritizing CCOs behind Yielding
Orders 36 complies with subsection (G)
of Section 11(a)(1) 37 of the Act (the ‘‘G
Rule’’) because CCOs represent DMM
interest only. In sum, the G Rule
requires orders entered by DMMs or
Floor Brokers to yield priority to all
orders entered by non-members of the
Exchange at the same price. Therefore,
the G Rule does not require that
Yielding Orders yield priority to CCOs,
which may only be entered by DMMs.
jbell on DSK3GLQ082PROD with NOTICES
Orders Not Available to Market Makers
The Exchange believes the proposed
changes to Rule 7.31(a)(1) to specify that
Market Orders would not be available to
DMMs and Rule 7.31(i)(4) to specify that
the Last Sale Peg Modifier would not be
available to DMMs would promote just
and equitable principles of trade
because these changes would provide
additional transparency by specifying
that Market Orders and the Last Sale Peg
Modifier would not be available to
DMMs when the Exchange transitions
Exchange-listed securities to Pillar.
These proposed changes are based on
current functionality, as described in
Rule 104(d)(iv), which states that
Market Orders and the Buy Minus Zero
Plus modifier are not available to DMMs
trading in Exchange-listed securities.
36 Rule 7.31(i)(5). Yielding Orders aid Floor
brokers in complying with the G Rule when trading
on Pillar by yielding priority to all displayed and
non-displayed orders at the same price.
37 15 U.S.C. 78k(a)(1)(G).
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Proposed Amendments to Rules 7.18
and 7.34
The Exchange believes that the
proposed rule change to amend Rules
7.18 and 7.34 would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system because it
would update the Exchange’s rules by
including CCOs and RPIs, which are
both non-displayed orders in Exchangelisted securities that are eligible to trade
only in the Core Trading Session, in the
rules that describe how non-displayed
orders in Exchange-listed securities are
processed during a halt or pause or if
entered before the Core Trading Session
begins. The proposed rule change does
not propose any new or novel
functionality, but rather, would provide
that CCOs and RPIs would be processed
in the same manner as other nondisplayed order types during halts and
pauses or if entered before the Core
Trading Session begins. The Exchange
further believes that the proposed rule
change would protect investors and the
public interest, in general, because it is
designed to promote transparency and
clarity in Exchange rules.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In accordance with Section 6(b)(8) of
the Act,38 the Exchange believes that the
proposed rule change would not impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed change would provide DMMs
with functionality currently available on
the Exchange when Exchange-listed
securities transition to Pillar. The
Exchange does not believe that the
proposed CCO would impose any
burden on competition that is not
necessary or appropriate because such
orders are designed to provide
additional liquidity on the Exchange
without providing DMMs with any
execution priority for CCOs over other
orders. This order type thus does not
confer any execution priority benefits to
DMMs, but rather, would assist the
DMM in meeting its affirmative
obligation to maintain depth and
continuity in its assigned securities. The
proposed rule change also specifies that
Market Orders and the Last Sale Peg
Modifier would continue to be
unavailable to DMMs when Exchangelisted securities transition to Pillar, as is
the case today under Rule 104(d)(iv).
The Exchange does not believe this
proposed rule change would impose any
burden on competition because these
38 15
PO 00000
U.S.C. 78f(b)(8).
Frm 00179
Fmt 4703
Sfmt 4703
order types are not necessary for the
DMMs to meet their affirmative
obligations pursuant to Rule 104 and are
not currently available to DMMs.
The proposed rule change to amend
Rules 7.18 and 7.34 is not designed to
address any competitive issues, but
rather, would update those rules to
include CCOs and RPIs, which are both
non-displayed orders in Exchange-listed
securities that are eligible to trade only
in the Core Trading Session. The
Exchange therefore believes that the
proposed rule change is designed to
promote transparency and clarity in
Exchange rules.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Discussion and Commission
Findings
After careful review, the Commission
finds that the proposed rule change, as
modified by Amendment No. 2, is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange.39 In particular, the
Commission finds that the proposed
rule change, as modified by Amendment
No. 2, is consistent with Section 6(b)(5)
of the Act,40 which requires, among
other things, that the rules of a national
securities 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
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, and that the rules not be
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
The Exchange proposes to: (i) Amend
NYSE Rule 7.31 (Orders and Modifiers)
to add a new order type, Capital
Commitment Order, that is only
available to DMMs, (ii) specify that
Market Orders and the Last Sale Peg
Modifiers will not be available to
DMMs, and (iii) make related,
conforming changes to NYSE Rules 7.16
(Short Sales), 7.18 (Halts), 7.34 (Trading
39 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
40 15 U.S.C. 78f(b)(5).
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Sessions), 7.36 (Order Ranking and
Display), and 7.37 (Order Execution and
Routing). These changes would be
implemented during the transition of
Exchange-listed securities to the Pillar
Trading Platform.
jbell on DSK3GLQ082PROD with NOTICES
A. Capital Commitment Order
The Exchange proposes a new order
type, the CCO, which is based in part on
the current CCS.41 Like CCS interest, the
proposed CCO would only be available
to DMMs in their assigned securities
and would enable DMMs to provide
additional, non-displayed liquidity of
last resort at specific price points.42 The
CCO, as proposed, differs from the CCS
primarily in that it is a Limit Order
rather than a schedule of non-displayed
liquidity.43
Additionally, as a Limit Order, the
CCO would function similarly to the
Tracking Order that is currently
available on NYSE Arca and NYSE
National,44 in that the order would not
be displayed, it generally would not
trade on arrival, and it would be
triggered to trade by a contra-side
Aggressing Order that has exhausted all
other interest eligible to trade at the
CCO’s working price and is equal to, or
less than, the size of the CCO.45 The
CCO would also operate like a Tracking
Order in that its working price would be
equal to its limit price; 46 it would not
be eligible to trade if its limit price is
equal to or higher (equal to or lower)
than the PBO (PBB), NBO (NBB), Upper
(Lower) Price Band,47 or the working
price of any resting sell (buy) order on
the Exchange Book; 48 and it would not
be eligible to trade when the PBBO or
NBBO is locked or crossed.49 Finally,
like a Tracking Order, a CCO with a
later working time would trade ahead of
a CCO at the same price with an earlier
working time that is not designated as
41 See, e.g., Notice, supra note 4, 84 FR at 20449;
NYSE Rules 1000(d)–1000(g). See also CCS
Approval Order, supra note 9.
42 In general, the CCS allows a DMM to create a
schedule of additional non-displayed liquidity at
various price points at which the DMM is willing
to interact with other trading interest (i.e., outside,
at, and inside the Exchange BBO) and provide price
improvement to orders in the Exchange’s systems.
CCS interest is separate and distinct from other
DMM interest and the Exchange characterizes CCS
interest as ‘‘generally interest of last resort.’’ See
CCS Approval Order, supra note 9, 80 FR at 47011.
See also Notice, supra note 4, 84 FR at 20449;
Proposed NYSE Rule 7.35(d)(5).
43 See id.
44 See, e.g., Notice, supra note 4, 84 FR 20449–
51; NYSE Arca Rule 7.31–E(d)(4); NYSE National
Rule 7.31(d)(4).
45 See Proposed NYSE Rules 7.31(d)(5) and
7.36(e)(5).
46 See Proposed NYSE Rule 7.31(d)(5)(B).
47 See Proposed NYSE Rule 7.31(d)(5)(B)(1).
48 See id.
49 See Proposed NYSE Rule 7.31(d)(5)(B)(2).
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eligible for a partial execution and
cannot execute in full against the
Aggressing Order.50
The Exchange also proposes
substantive differences between the
CCO and the CCS in that: (1) An
Aggressing Order with an MTS modifier
could ignore a resting CCO if the CCO
does not meet the MTS,51 (2) a CCO may
be designated with an STP Modifier and
would be rejected if combined with any
other modifiers,52 and (3) incoming
CCOs could interact and trade with
resting D Orders.53
The Commission notes that the
proposed CCO is based primarily on
existing functionality on the Exchange,
NYSE Arca, and NYSE National.
Because CCS and Tracking Orders both
represent last resort liquidity, the
Commission believes that combining
functionality from both types of
liquidity, as the Exchange has proposed,
is reasonably designed to streamline and
simplify the operation of the CCO as last
resort liquidity for DMMs in their
assigned securities for Exchange-listed
securities on the Pillar Trading Platform
and to provide DMMs with a tool to
meet their obligations to facilitate the
maintenance of a fair and orderly
market and of price continuity with
reasonable depth.54
The Commission also believes that the
proposed substantive differences
between the CCO and the CCS are also
consistent with the Act. Specifically, the
Commission believes it is consistent
with the Act for an Aggressing Order
with an MTS modifier not to trade with
a CCO if the CCO does not meet the
MTS because such a result would be
consistent with the intent and operation
of the Aggressing Order with the MTS
modifier to forego an execution when
the resting order does not have adequate
size. The Commission also believes that
it is consistent with the Act for a CCO
that is designated with a STP Modifier
to be rejected if combined with any
50 See
Proposed NYSE Rule 7.31(d)(5)(C).
Proposed NYSE Rule 7.31(d)(5)(C)(2).
52 See Proposed NYSE Rule 7.31(d)(5)(D).
53 See Proposed NYSE Rule 7.31(d)(5)(A)(2).
54 See NYSE Rule 104(f) (providing, in part, that
the function of DMMs includes ‘‘the maintenance,
in so far as reasonably practicable, of a fair and
orderly market on the Exchange in the stocks in
which he or she is so acting. The maintenance of
a fair and orderly market implies the maintenance
of price continuity with reasonable depth, to the
extent possible consistent with the ability of
participants to use reserve orders, and the
minimizing of the effects of temporary disparity
between supply and demand. In connection with
the maintenance of a fair and orderly market, it is
commonly desirable that a member acting as DMM
engage to a reasonable degree under existing
circumstances in dealings for the DMM’s own
account when lack of price continuity, lack of
depth, or disparity between supply and demand
exists or is reasonably to be anticipated.’’).
51 See
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30261
other modifiers because this
functionality is reasonably designed to
reduce the likelihood that a DMM
would trade with itself and to simplify
and streamline the operation of the
functionality. Finally, the Commission
believes it is consistent with the Act to
permit an incoming CCO to interact and
trade with a resting D Order because
this functionality would provide
additional execution opportunities for D
Orders without providing the DMMs
with an additional advantage compared
to the orders that are already resting on
the book.
B. Orders Not Available to DMMs
The Exchange proposes to amend
NYSE Rule 7.31(a)(1), which describes
Market Orders, and NYSE Rule
7.31(i)(4), which describes the Last Sale
Peg Modifier, to specify that neither
would be available to DMMs when
Exchange-listed securities transition to
Pillar. These proposed changes are
based on NYSE Rule 104(b)(vi), which
states that DMMs may not enter Market
Orders or Buy Minus Zero Plus
instruction in Exchange-listed
securities.55 The Commission believes
that these proposed rule provisions are
substantially similar to current
Exchange functionality and are based on
current Exchange rules. Accordingly,
the Commission believes that these
proposed changes do not raise
regulatory issues or concerns and that
they are consistent with the Act.
C. Other Related Conforming
Amendments
The Commission believes that the
related, conforming amendments to
NYSE Rules 7.16 (Short Sales), 7.18
(Halts), 7.34 (Trading Sessions), 7.36
(Order Ranking and Display), and 7.37
(Order Execution and Routing) are
consistent with the Act. Specifically, the
proposed change to NYSE Rule 7.16 is
based on the operation of Tracking
Orders during Short Sales, as described
in NYSE Arca Rule 7.16–E(f)(5)(E) and
NYSE National Rule 7.16(f)(5)(E). The
Exchange also proposes to add
references to RPIs and CCOs to update
NYSE Rules 7.18 and 7.34(c)(1)(D)
without adding any new functionality.56
55 The Last Sale Peg Modifier is based on the Buy
Minus Zero Plus instruction. See NYSE Rule
13(f)(4). See also Securities Exchange Act Release
No. 85158 (Feb. 15, 2019), 84 FR 5794 (Feb. 22,
2019) (SR–NYSE–2018–52) (Approval Order).
56 RPIs and CCOs are non-displayed orders for
Exchange-listed securities that may only trade
during the Core Trading Session, and the rules that
would be amended describe how these orders are
processed if there is a halt or pause or if order entry
occurs before the beginning of the Core Trading
Session. See supra Section II.A.1.
E:\FR\FM\26JNN1.SGM
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30262
Federal Register / Vol. 84, No. 123 / Wednesday, June 26, 2019 / Notices
Finally, proposed NYSE Rules
7.34(c)(1)(A), Rule 7.36(e)(5), and Rule
7.37(b)(1) are based on current Exchange
rules related to the order ranking and
display and the order execution and
routing of the CCS. Accordingly, the
Commission believes that these
proposed changes do not raise
regulatory issues or concerns and that
they are consistent with the Act.
IV. Solicitation of Comments on
Amendment No. 2 to the Proposed Rule
Change
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether Amendment No. 2 is
consistent with the Act. Comments may
be submitted by any of the following
methods:
jbell on DSK3GLQ082PROD with NOTICES
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–
NYSE–2019–22 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–NYSE–2019–22. 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 the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
VerDate Sep<11>2014
18:47 Jun 25, 2019
Jkt 247001
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSE–2019–22 and should
be submitted on or before July 17, 2019.
V. Accelerated Approval of
Amendment No. 2
As noted above,57 in Amendment No.
2, as compared to the original
proposal,58 the Exchange proposes to
make conforming amendments to NYSE
Rules 7.18 (Halts) and 7.34 (Trading
Sessions).
As discussed above,59 the
Commission believes that the
amendments to proposed NYSE Rules
7.18 (Halts) and 7.34 (Trading Sessions)
do not raise any regulatory issues and
are consistent with the Act because
these changes introduce no new
functionality, but rather conform
Exchange rules to include references to
RPIs and CCOs in rules related to the
processing of non-displayed orders in
Exchange-listed securities during a halt
or pause in trading or when the order
entry occurs before the beginning of the
Core Trading Session.
Therefore, the Commission finds that
Amendment No. 2 to the proposal raises
no novel regulatory issues, that it is
reasonably designed to protect investors
and the public interest, and that it is
consistent with the requirements of the
Act. Accordingly, the Commission finds
good cause, pursuant to Section 19(b)(2)
of the Act,60 to approve the proposed
rule change, as modified by Amendment
No. 2, on an accelerated basis.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,61 that the
proposed rule change (SR–NYSE–2019–
22), as modified by Amendment No. 2,
be, and hereby is, approved on an
accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.62
Vanessa A. Countryman,
Acting Secretary.
[FR Doc. 2019–13536 Filed 6–25–19; 8:45 am]
BILLING CODE 8011–01–P
57 See
supra note 5.
Notice, supra note 4.
59 See supra Section III.
60 15 U.S.C. 78s(b)(2).
61 15 U.S.C. 78s(b)(2).
62 17 CFR 200.30–3(a)(12).
58 See
PO 00000
Frm 00181
Fmt 4703
Sfmt 4703
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86163; File No. SR–NYSE–
2019–09]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Amendment No. 1 and Order
Granting Accelerated Approval of a
Proposed Rule Change, as Modified by
Amendment No. 1, To Amend
Exchange Rules 104 and 36 To Require
Communications From a Designated
Market Maker (‘‘DMM’’) to a Designed
Senior Representative of an Issuer of
Registered Listed Securities
June 20, 2019.
I. Introduction
On March 8, 2019, the New York
Stock Exchange LLC (‘‘NYSE’’ or
‘‘Exchange’’) 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
amend NYSE Rules 104 and 36 to
require Designated Market Makers
(‘‘DMMs’’) to communicate with a
designated senior representatives of the
issuers of the DMM’s assigned
securities. The proposed rule change
was published in the Federal Register
on March 26, 2019.3
On May 10, 2019, the Commission
designated a longer time period within
which to approve or disapprove, or
institute proceedings to determine
whether to approve or disapprove, the
proposed rule change.4 On June 18,
2019, the Exchange filed Amendment
No. 1, which superseded the original
filing, to the proposed rule change.5 The
Commission has received no comments
on the proposal.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 85367
(Mar. 20, 2019), 84 FR 11382 (Mar. 26, 2019)
(‘‘Notice’’).
4 See Securities Exchange Act Release No. 85826
(May 10, 2019), 84 FR 22173 (May 16, 2019).
5 In Amendment No. 1, the Exchange modified its
original proposed rule change to clarify in proposed
NYSE Rule 36.31 that a Permitted Communication
Device shall only permit written electronic
communications between individuals located at the
DMM unit’s post on the Floor with: (1) Individuals
with whom telephone communications are
permitted under NYSE Rules 36.30 and 98, subject
to the same content restrictions set forth in those
rules or (2) the listed issuer representatives
designated under NYSE Rules 104(l)(1), subject to
the same content restrictions set forth in that rule,
provided that a DMM unit may not use a Permitted
Communications Device for this purpose from 9:15
a.m. Eastern Time until the security is opened and
from 15 minutes before the scheduled closing time
for a security until the security is closed.
2 17
E:\FR\FM\26JNN1.SGM
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]]>Agencies
[Federal Register Volume 84, Number 123 (Wednesday, June 26, 2019)]
[Notices]
[Pages 30255-30262]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-13536]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86167; File No. SR-NYSE-2019-22]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Amendment No. 2 and Order Granting Accelerated
Approval of Proposed Rule Change, as Modified by Amendment No. 2, To
Amend NYSE Rule 7.31 To Add a New Order Type, Capital Commitment Order,
Modify the Market Order and the Last Sale Peg Modifier, and Make
Related Changes to NYSE Rules 7.16, 7.18, 7.34, 7.36, and 7.37
June 20, 2019.
I. Introduction
On April 18, 2019, New York Stock Exchange LLC (``Exchange'' or
``NYSE'') 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 (i) amend NYSE Rule 7.31 (Orders and Modifiers)
to add a new order type, Capital Commitment Order that is only
available to Designated Market Makers (``DMMs''), and (ii) specify that
Market Orders and the Last Sale Peg Modifier are not available to DMMs,
and (iii) make related, conforming changes to NYSE Rules 7.16 (Short
Sales), 7.34 (Trading Sessions), 7.36 (Order Ranking and Display), and
7.37 (Order Execution and Routing). On May 1, 2019, the Exchange filed
Amendment No. 1 to the proposed rule change, which superseded the
original filing in its entirety. The proposed rule change, as amended
by Amendment No. 1, was published for comment in the Federal Register
on May 9, 2019.\3\ On June 11, 2019, the Exchange filed Amendment No. 2
to the proposed rule change, which superseded the original filing, as
amended by Amendment No. 1, in its entirety.\4\ The Commission has
received no comments on the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 85772 (May 3, 2019),
84 FR 20448 (May 9, 2019) (``Notice'').
\4\ In Amendment No. 2, the Exchange updates and makes
conforming amendments to NYSE Rules 7.18 (Halts) and 7.34 (Trading
Sessions).
---------------------------------------------------------------------------
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.
[[Page 30256]]
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 basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Rule 7.31 (Orders and Modifiers) to
add a new order type, Capital Commitment Order, and make related
changes to Rules 7.16, 7.18, 7.34, 7.36, and 7.37. The Exchange
proposes to further amend Rule 7.31 to specify that Market Orders and
the Last Sale Peg Modifier would not be available to Designated Market
Makers (``DMMs''). This Amendment No. 2 supersedes the original filing
and Amendment No. 1 in its entirety.
Currently, the Exchange trades UTP Securities on its Pillar trading
platform, subject to Pillar Platform Rules 1P-13P.\5\ In the next phase
of Pillar, the Exchange proposes to transition trading of Exchange-
listed securities to the Pillar trading platform, which means that DMMs
would be trading on Pillar in their assigned securities.\6\ Once
transitioned to Pillar, such securities will also be subject to the
Pillar Platform Rules 1P-13P. The Exchange has separately amended its
rules to support the transition of Exchange-listed securities to the
Pillar Trading Platform, including adding the DMM as a Participant
under the Pillar Platform Rules.\7\
---------------------------------------------------------------------------
\5\ ``UTP Security'' is defined as a security that is listed on
a national securities exchange other than the Exchange and that
trades on the Exchange pursuant to unlisted trading privileges. See
Rule 1.1.
\6\ The Exchange has announced that, subject to rule approvals,
the Exchange will begin transitioning Exchange-listed securities to
Pillar on August 5, 2019, available here: https://www.nyse.com/publicdocs/nyse/markets/nyse/Revised_Pillar_Migration_Timeline.pdf.
The Exchange will publish by separate Trader Update a complete
symbol migration schedule.
\7\ See Securities Exchange Act Release Nos. 85962 (May 29,
2019), 84 FR 26188 (June 5, 2019) (SR-NYSE-2019-05) (Approval Order)
and Securities Exchange Act Release No. 85176 (February 22, 2019),
84 FR 6868 (February 28, 2019) (Notice of Filing) (SR-NYSE-2019-05)
(``NYSE Tape A Pillar Filing'').
---------------------------------------------------------------------------
With this proposed rule change, the Exchange proposes an additional
order type that would be available to DMMs when Exchange-listed
securities transition to Pillar.
Proposed Capital Commitment Order
The proposed new order type, Capital Commitment Order, or ``CCO,''
is based in part on the current Capital Commitment Schedule \8\
(``CCS''), which is currently available only to DMMs trading in
Exchange-listed securities. The Exchange proposes to make related
changes to Rules 7.16 (Short Sales), 7.18 (Halts), 7.34 (Trading
Sessions), 7.36 (Order Ranking and Display), and 7.37 (Order Execution
and Routing).
---------------------------------------------------------------------------
\8\ See Rule 1000(d)-(g). See also Securities Exchange Act
Release Nos. 75578 (July 31, 2015), 80 FR 47008 (August 6, 2015)
(SR-NYSE-2015-26) (Order Granting Approval of a Proposed Rule Change
Making Permanent the Rules of the NYSE New Market Model Pilot and
the NYSE Supplemental Liquidity Providers Pilot) (``CCS Approval
Order'').
---------------------------------------------------------------------------
The proposed CCO would be available to DMMs when the Exchange
transitions Exchange-listed securities to Pillar. Like CCS interest,
the CCO would enable DMMs to provide additional, non-displayed
liquidity at specific price points in their assigned securities on
Pillar.
The operation of the existing CCS is set forth in Rules 1000(d)-
1000(g). Under Rule 1000(d), a DMM may, for each security in which it
is registered, place within Exchange systems a pool of non-displayed
liquidity--the CCS--to be available to fill or partially fill incoming
orders in automatic executions.\9\ Rule 1000(d) also provides that CCS
interest is used to trade at the Exchange BBO, at prices better than
the Exchange BBO, and at prices outside the Exchange BBO. CCS interest
must be for a minimum of one round lot of a security and entered at
price points that are at, inside, or away from the Exchange BBO.
---------------------------------------------------------------------------
\9\ CCS interest supplements displayed and non-displayed
interest of the DMM in Exchange systems.
---------------------------------------------------------------------------
Rule 1000(e) governs executions at and outside the Exchange BBO and
specifies how CCS interest would interact with such executions. Rule
1000(e)(iii) specifies how CCS would trade with an incoming order that
sweeps multiple price points outside the Exchange BBO, and
specifically, how CCS trades at a single price point to provide price
improvement for completing the incoming order. Rule 1000(f) specifies
how CCS interest may provide price improvement inside the Exchange BBO
with interest arriving in the Exchange market. Under Rule 1000(g), CCS
interest may trade with non-marketable \10\ interest if the non-
marketable interest betters the Exchange BBO (or cancels in the case of
an arriving IOC order) and if the incoming interest may be executed in
full by all available trading interest on the Exchange, including CCS
interest and d-quotes.
---------------------------------------------------------------------------
\10\ Under Rule 1000(g)(1), ``non-marketable'' means trading
interest (i.e., displayable and non-displayable) that is at a price
higher than the current Exchange bid (but below the current Exchange
offer) or lower than the current Exchange offer (but above the
current Exchange bid), including better bids and offers on other
market centers. See NYSE Rule 1000(g)(1).
---------------------------------------------------------------------------
On Pillar, the Exchange proposes to offer DMMs functionality
similar to the CCS in the form of CCOs. However, the Exchange proposes
to simplify and streamline CCO functionality on Pillar as compared to
how the CCS functions. Among other things, unlike CCS, the proposed CCO
would be an order type that includes a limit price, rather than a
schedule of non-displayed liquidity, and would be eligible to execute
only at its limit price on an order-by-order basis. Multiple CCOs
would, therefore, not be aggregated at the same price or multiple
prices like CCS interest is today pursuant to Rules 1000(f) and (g).
While the purpose of the CCO is the same as CCS--a tool for DMMs to
provide additional, non-displayed liquidity in their assigned
securities--the operation of CCOs would be based in part on how
Tracking Orders function on the Exchange's affiliated exchanges that
currently operate on Pillar, NYSE Arca, Inc. (``NYSE Arca'') and NYSE
National, Inc. (``NYSE National'').\11\
---------------------------------------------------------------------------
\11\ See NYSE Arca Rule 7.31-E(d)(4) and NYSE National Rule
7.31(d)(4).
---------------------------------------------------------------------------
The proposed CCO would be described under paragraph (d)(5) of Rule
7.31 for Exchange-listed securities trading on Pillar. Proposed Rule
7.31(d)(5) would set forth the general requirements for CCOs and would
provide that a CCO is a Limit Order that is not displayed, does not
route, must be entered in a minimum of one round lot, and must be
designated Day. This proposed rule text is based in part on how the CCS
currently functions, but unlike CCS, the proposed CCO would be a Limit
Order rather than a schedule of non-displayed liquidity. This proposed
rule text uses Pillar terminology and is also based in part on the
first half of the first sentence of NYSE Arca Rule 7.31-E(d)(4) and
NYSE National Rule 7.31(d)(4) relating to Tracking Orders.
Proposed Rule 7.31(d)(5) would also provide that a CCO would be
ranked
[[Page 30257]]
Priority 5--CCOs. The Exchange would make a related amendment to Rule
7.36(e) to add this additional priority category. Proposed Rule
7.36(e)(5) would provide that Priority 5--CCOs would have fifth
priority after Priority 4--Yielding Orders.\12\ The Exchange believes
that this proposed priority category is consistent with current CCS
functionality \13\ because CCOs would be ranked behind all other
displayed and non-displayed orders. This proposed rule change is also
based in part on how Tracking Orders function on NYSE Arca and NYSE
National, as Tracking Orders similarly have a priority ranking behind
all other displayed and non-displayed orders at a price.\14\
---------------------------------------------------------------------------
\12\ Pursuant to Section 11(a)(1)(G) of the Act and Rule 11a1-
1(T)(a) thereunder, an order for the account of a member (i.e., a
Yielding Order), does not need to yield priority, parity, or
precedence in execution to orders for the account of another member.
15 U.S.C. 78k(a)(1)(G) and 17 CFR 240.11a1-1(T)(a). Consistent with
these requirements, under current rules, G Orders do not always
yield to DMM interest. See, e.g., Rule 115A(a)(1)(D) (at the same
price, G Orders do not yield to DMM interest in the opening
transaction),
\13\ See Rule 1000(e)(ii)(B) and (e)(iii)(A)(2) (providing that
CCS interest yields to all displayed and non-displayed interest when
trading at the BBO or outside the BBO).
\14\ See NYSE Arca Rule 7.36-E(e)(4) and NYSE National Rule
7.36(e)(4) (Tracking Orders have fourth priority behind all other
orders).
---------------------------------------------------------------------------
Proposed Rule 7.31(d)(5) would further provide that CCOs would be
available only to DMMs in their assigned securities, eligible to be
traded in the Core Trading Session \15\ only, and not eligible to
participate in any Auctions. This proposed rule text is based on
current rules that the CCS is available only to DMMs. The requirement
that CCOs would be eligible to trade in the Core Trading Session only
is consistent with current CCS functionality for Exchange-listed
securities, which trade during regular trading hours only,\16\ and
proposed functionality that Exchange-listed securities would not be
eligible to participate in the Early Trading Session on Pillar.\17\ The
proposal that CCOs would not be eligible to participate in any Auctions
is also consistent with current CCS functionality.
---------------------------------------------------------------------------
\15\ The Core Trading Session begins at 9:30 a.m. Eastern Time
and ends at the conclusion of Core Trading Hours. See Rule
7.34(a)(2). The term ``Core Trading Hours'' means ``the hours of
9:30 a.m. Eastern Time through 4:00 p.m. Eastern Time or such other
hours as may be determined by the Exchange from time to time.'' See
Rule 1.1(d).
\16\ See Rule 51(a).
\17\ See NYSE Tape A Pillar Filing, supra note 6.
---------------------------------------------------------------------------
Proposed Rule 7.31(d)(5)(A) would describe how CCOs function on
arrival and would provide that a CCO to buy (sell) does not trade on
arrival and is triggered to trade by an Aggressing Order \18\ to sell
(buy) that (i) has exhausted all other interest eligible to trade at
the Exchange at the CCO's working price, and (ii) has a remaining
quantity equal to or less than the size of a resting CCO (i.e.,
completely fills an Aggressing Order). This proposed rule text is based
in part on how Tracking Orders function, as described in NYSE Arca Rule
7.31-E(d)(4)(A) and NYSE National Rule 7.31(d)(4)(A). This proposed
functionality is also similar to how CCS operates, as it is a schedule
of resting non-displayed liquidity, and does not trade with resting
interest.
---------------------------------------------------------------------------
\18\ An Aggressing Order is a buy (sell) order that is or
becomes marketable against sell (buy) interest on the Exchange Book.
See Rule 7.36(a)(6). A resting order may become an Aggressing Order
if its working price changes, if the PBBO or NBBO is updated,
because of changes to other orders on the Exchange Book, or when
processing inbound messages. Id.
---------------------------------------------------------------------------
Proposed Rule 7.31(d)(5)(A)(1) would provide that a CCO to buy
(sell) may be designated to trade with an Aggressing Order to sell
(buy) that has a remaining quantity greater than the size of the
resting CCO (i.e., partially fills an Aggressing Order). This is
similar to the operation of CCS interest, which the DMM can similarly
designate for partial execution.\19\ The Exchange believes that this
optional functionality should continue to be available to DMMs as it
would increase execution opportunities for incoming orders.
---------------------------------------------------------------------------
\19\ See Rule 1000(e)(iii)(A)(4).
---------------------------------------------------------------------------
Proposed Rule 7.31(d)(5)(A)(2) would provide that an arriving CCO
to buy (sell) with a limit price in the discretionary price range, as
defined in paragraph (d)(4)(C)(i) of Rule 7.31, can trigger a resting D
Order to sell (buy) to exercise discretion. This would be new
functionality that would provide an execution opportunity for a resting
D Order. Specifically, pursuant to Rule 7.31(d)(4)(C)(i), a D Order to
buy (sell) would be triggered to exercise discretion if the price of an
Aggressing Order to sell (buy) is above (below) the PBB (PBO) and at or
below (above) the Midpoint Price (defined as the ``discretionary price
range'').
Even though a CCO is not, by its terms, an Aggressing Order, the
Exchange believes that a CCO should be eligible to provide liquidity if
its limit price is in the discretionary price range of a resting D
Order. A CCO that would trigger a resting D Order to exercise
discretion will not receive execution priority over any resting orders
that are on the same side as the CCO and are eligible to trade with the
D Order because any such orders would have already traded with the D
Order. Specifically, pursuant to Rule 7.31(d)(4)(C)(1), a D Order to
buy (sell) will be triggered to exercise discretion if the price of an
Aggressing Order to sell (buy) is above (below) the PBB (PBO) and at or
below (above) the Midpoint Price, which is defined as the discretionary
price range. This includes resting contra-side orders that become an
Aggressing Order, e.g., an MPL that receives a new working price
because of an update to the PBBO, because if such orders are within the
discretionary price range of a D Order, the D Order would be triggered
to exercise discretion by such Aggressing Order. Accordingly, if a CCO
order arrives and is within the discretionary price range of a D Order,
any other same-side resting orders eligible to trade with such D Order
would have already executed. Because a CCO does not meet the terms of
an Aggressing Order and therefore would not be addressed by Rule
7.31(d)(4)(C)(i), the Exchange proposes to specify this behavior
separately in proposed Rule 7.31(d)(5)(A)(2). This would be new
functionality on Pillar that the Exchange believes is consistent with
the purpose of a CCO, which is to provide additional liquidity that
would not trade ahead of other orders eligible to trade at that price.
Proposed Rule 7.31(d)(5)(B) would provide that the working price of
the CCO would be equal its limit price and sets forth when a COO would
not be eligible to trade. Proposed Rule 7.31(d)(5)(B)(1) would provide
that a buy (sell) CCO would not be eligible to trade if its limit price
is equal to or higher (lower) than the PBO (PBB), NBO (NBB), Upper
(Lower) Price Band, or the working price of any resting sell (buy)
order on the Exchange Book. Proposed Rule 7.31(d)(5)(B)(2) would
provide that a CCO would also not be eligible to trade when the PBBO or
NBBO is locked or crossed. The Exchange believes that by making a CCO
ineligible to trade in the above-described circumstances, the Exchange
would reduce the potential to trade through the PBBO or BBO. This would
be new functionality on Pillar and is not based on how CCS currently
function. This proposed rule change is based in part on how Tracking
Orders function, which are not eligible to trade when the PBBO is
locked or crossed.\20\
---------------------------------------------------------------------------
\20\ See NYSE Arca Rule 7.31-E(d)(4) and NYSE National Rule
7.31(d)(4).
---------------------------------------------------------------------------
Proposed Rule 7.31(d)(5)(C) would describe how CCOs would function
when resting on the Exchange Book and would provide that multiple CCOs
with the same limit price would be ranked by time. Proposed Rule
7.31(d)(5)(C)(1) would provide that at the same price, a CCO with a
later working time would
[[Page 30258]]
trade ahead of a CCO with an earlier working time that is not
designated as eligible for a partial execution and cannot execute in
full against the Aggressing Order. In such case, the CCO with a later
working time would execute first because the CCO with the earlier
working time chose to forego a partial execution in favor of executing
against another incoming order that is large enough to execute against
its total quantity. This would be new functionality on Pillar and is
not based on how CCS interest currently functions. This proposed rule
text is based in part on how Tracking Orders function, as described in
the second sentence of NYSE Arca Rule 7.31-E(d)(4)(B) and NYSE National
Rule 7.31(d)(4)(B).
Proposed Rule 7.31(d)(5)(C)(2) would describe how an Aggressing
Order to buy (sell) with a Minimum Trade Size (``MTS'') Modifier \21\
would interact with a resting CCO. Rule 7.31(i)(3)(F) generally
provides that if a sell (buy) order does not meet the MTS, the order
with an MTS Modifier will not trade and will be ranked in the Exchange
Book. Proposed Rule 7.31(d)(5)(C)(2) would provide that an Aggressing
Order to buy (sell) with an MTS Modifier would ignore a resting CCO to
sell (buy) if the CCO does not meet the order's MTS. This would be new
functionality and is consistent with the operation of CCOs, which is to
allow the DMM to provide additional, supplemental liquidity of last
resort that is ranked behind all other displayed and non-displayed
orders. If a CCO does not meet the MTS of the Aggressing Order, the
order with an MTS would ignore the CCO and seek to execute against the
next available order resting on the Exchange Book, which may be at
another price.
---------------------------------------------------------------------------
\21\ In sum, an order with an MTS Modifier would only trade with
contra-side orders that, either individually or in the aggregate,
satisfy the order's minimum trade size condition. See Rule
7.31(i)(3) for a full description of the MTS Modifier.
---------------------------------------------------------------------------
Proposed Rule 7.31(d)(5)(D) would provide that a CCO may be
designated with a Self Trade Prevention (``STP'') Modifier and would be
rejected if combined with any other modifiers. This proposed
functionality is new, as CCS interest cannot currently be designated
with an STP Modifier.\22\ The Exchange believes that making STP
Modifiers available for CCOs would provide DMMs with more tools to
reduce the potential for two orders to interact if they are from the
same entity. By specifying that CCOs cannot be combined with other
modifiers, the rule provides transparency that a CCO cannot be combined
with other modifiers defined in Rule 7.31(i).
---------------------------------------------------------------------------
\22\ See Rule 13(f)(3)(B) (stating that the STP modifier is not
available for d-Quotes or DMM interest).
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Rule 7.16 establishes requirements relating to short sale orders.
Rule 7.16(f)(5) sets forth how short sale orders are processed during a
Short Sale Period, which is defined in Rule 7.16(f)(4). Proposed new
Rule 7.16(f)(5)(E) would provide that, during a Short Sale Period, the
working price of CCOs would not be adjusted and that CCOs would not
trade at or below the NBB. This proposed text is based on how Tracking
Orders function during a Short Sale Period, as described in NYSE Arca
Rule 7.16-E(f)(5)(E) and NYSE National Rule 7.16(f)(5)(E), which both
provide that, during a Short Sale Period, the working price of Tracking
Orders will not be adjusted and that Tracking Orders will not be
eligible to trade at or below the NBB.
Rule 7.37(b) describes how an Aggressing Order is allocated among
contra-side orders at each price. The Exchange maintains separate
allocation wheels on each side of the market for displayed and non-
displayed orders at each price. The Exchange proposes to amend Rule
7.37(b) to set forth how CCOs would participate in the allocation
process.
Consistent with the proposed amendment to Rule 7.36(e), described
above, to add a new Priority category for CCOs, the Exchange proposes
to amend Rule 7.37(b)(1) to add that CCOs would be allocated after all
other interest at that price.\23\ Multiple CCOs at that price would be
allocated on time. To effect this change, the Exchange proposes to
amend Rule 7.37(b)(1) to add new sub-paragraph (I) to provide that
next, CCOs ranked Priority 5--CCOs would be allocated based on time.
This proposed functionality is based in part on how CCS functions, as
CCS interest yields to all other interest when trading at the Exchange
BBO or at prices outside the BBO.
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\23\ Rule 7.37(b)(1) sets forth the following allocation
sequence: (1) Market Orders trade first based on time; (2) orders
with Setter Priority as described in Exchange Rule 7.36(h) receive
an allocation; (3) orders ranked Priority 2--Displayed Orders are
allocated on parity by Participant; (4) orders ranked Priority 3--
Non-Display Orders, other than Mid-Point Liquidity (``MPL'') Orders
with an MTS Modifier, are allocated on parity by Participant; (5)
MPL Orders with an MTS Modifier are allocated based on MTS size
(smallest to largest) and time; (6) D Orders trading at a
discretionary price will be allocated on parity by Floor Broker
Participant; (7) the display quantity of orders ranked Priority 4--
Yielding Orders will be allocated based on time; and then (8) the
non-display quantity of orders ranked Priority 4--Yielding Orders
will allocated based on time.
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Orders Not Available to Designated Market Makers
The Exchange proposes to amend Rule 7.31(a)(1), which describes
Market Orders, and Rule 7.31(i)(4), which describes the Last Sale Peg
Modifier, to specify that neither of these order types would be
available to DMMs when the Exchange transitions Exchange-listed
securities to Pillar. These proposed changes are based on Rule
104(b)(vi), which states that DMMs may not enter Market Orders or Buy
Minus Zero Plus instruction \24\ in Exchange-listed securities.
---------------------------------------------------------------------------
\24\ The Last Sale Peg Modifier is based on the Buy Minus Zero
Plus instruction. See Rule 13(f)(4). See also Securities Exchange
Act Release No. 85158 (February 15, 2019), 84 FR 5794 (February 22,
2019) (SR-NYSE-2018-52) (Approval Order).
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Proposed Amendments to Rules 7.18 and 7.34
As noted above, in the NYSE Tape A Pillar Filing, the Exchange
amended its Pillar platform trading rules, including Rules 7.18 and
7.34, to support the transition of Exchange-listed securities to the
Pillar trading platform.\25\ Separately, the Exchange amended its rules
to support the transition of the Retail Liquidity Program to the Pillar
trading platform, which will be implemented at the same time that
Exchange-listed securities transition to the Pillar trading
platform.\26\
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\25\ See NYSE Tape A Pillar Filing, supra note 6.
\26\ See Securities Exchange Act Release No. 85930 (May 23,
2019), 84 FR 25100 (May 30, 2019) (SR-NYSE-2019-26) (Notice of
filing and immediate effectiveness of proposed rule change to add
Rule 7.44 to operate its Retail Liquidity Program on Pillar).
---------------------------------------------------------------------------
With this filing, the Exchange proposes to amend Rule 7.18 to add
references to CCOs and Retail Price Improvement Orders (``RPIs''),
which are defined under Rule 7.44(a)(4). Rule 7.18(c)(1) provides that
during a halt or pause in securities listed on the Exchange, the
Exchange will cancel any unexecuted portion of specified non-displayed
orders, which are listed in the Rule.\27\ Rule 7.18(c)(5) further
provides that during a halt or pause in securities listed on the
Exchange, the Exchange will reject incoming specified non-displayed
orders, which are listed in the Rule.\28\ Because both CCOs and RPIs
are
[[Page 30259]]
not displayed, the Exchange proposes to amend Rules 7.18(c)(1) and (5)
to add CCOs and RPIs to the list of non-displayed orders that are
cancelled or rejected, as applicable, during a halt or pause in
Exchange-listed securities.
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\27\ Pursuant to Rule 7.18(c)(1), the Exchange cancels the
unexecuted portion of Non-Displayed Limit Orders, Non-Displayed
Primary Pegged Orders, MPL Orders, Last Sale Peg Orders, and
proposed Floor broker cross transactions pending in the Cross
Function pursuant to Rule 76.10.
\28\ Pursuant to Rule 7.18(c)(5), the Exchange rejects incoming
Limit Orders designated IOC, Non-Displayed Limit Orders, Non-
Displayed Primary Pegged Orders, MPL Orders, Last Sale Peg Orders,
and proposed Floor broker cross transactions pursuant to Rule 76.10.
The Exchange proposes a non-substantive amendment to replace the
term ``Primary Peg Orders'' with the term ``Primary Pegged Orders''
in Rule 7.18(c)(5).
---------------------------------------------------------------------------
The Exchange also proposes to amend Rule 7.34(c)(1)(D) to add a
reference to RPIs and CCOs. Rule 7.34(c)(1)(D) lists the non-displayed
orders in Auction-Eligible Securities that will be rejected if entered
before the Core Trading Session begins.\29\ Because RPIs and CCOs are
non-displayed, available only for Exchange-listed securities (which are
Auction-Eligible Securities), and eligible to trade only in the Core
Trading Session, the Exchange proposes to amend Rule 7.34(c)(1)(D) to
add RPIs and CCOs to the list of non-displayed orders that are rejected
if entered before the Core Trading Session begins.
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\29\ Pursuant to Rule 7.34(c)(1)(D), Non-Displayed Limit Orders,
MPL Orders, Last Sale Peg Orders, Limit Orders designated IOC, and
proposed Floor broker cross transactions pursuant to Rule 76.10 in
Auction-Eligible Securities will be rejected if entered before the
Core Trading Session begins.
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Implementation
Subject to approval of this proposed rule change, the Exchange
proposes to implement this proposed rule change when the Exchange
transitions NYSE-listed securities to the Pillar trading platform,
which is anticipated to begin in the third quarter of 2019.\30\
---------------------------------------------------------------------------
\30\ See supra note 5.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act,\31\ in general, and furthers the objectives of
Sections 6(b)(5) of the Act,\32\ in particular, because it is 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 mechanisms of,
a free and open market and a national market system and, in general, to
protect investors and the public interest and because it is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\31\ 15 U.S.C. 78f(b).
\32\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
Proposed Capital Commitment Order
The Exchange believes that the proposed CCO would remove
impediments to, and perfect the mechanisms of, a free and open market
and a national market system and, in general, protect investors and the
public interest because it would provide DMMs with functionality
currently available on the Exchange when Exchange-listed securities
transition to Pillar. The proposed CCO would therefore promote
continuity for the DMMs in the tools they have available to meet their
affirmative obligation to maintain depth and continuity. The proposed
rule change is based on existing functionality with differences in rule
text to reflect Pillar terminology and to streamline and simplify the
operation of CCOs as compared to CCS interest.
The proposed CCO is based in part on current CCS functionality,
including that it would only be available to DMMs in their assigned
securities and would be non-displayed liquidity of last resort at a
price. Like CCS interest, the CCO would enable DMMs to provide
additional liquidity at specific price points in their assigned
securities when NYSE-listed securities transition to Pillar. The
Exchange notes that there is no need to offer this modifier to non-DMMs
because they are the only member organizations on the Exchange with the
affirmative obligation to engage in a course of dealings for their own
accounts to assist in the maintenance, so far as practicable, of a fair
and orderly market, including the maintenance of price continuity with
reasonable depth.\33\ Specifically, DMMs have an obligation to use
their own capital when lack of price continuity, lack of depth, or
disparity between supply and demand exists or is reasonably to be
anticipated.\34\ Like CCS interest, the CCO would allow DMMs to trade
in their assigned securities at the CCO's working price without
contributing to visible depth of market.\35\
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\33\ See Rule 104(f)(ii).
\34\ Id.
\35\ See Securities Exchange Act Release Nos. 75578 (July 31,
2015), 80 FR 47008, 47013 at n. 61 (August 6, 2015) (SR-NYSE-2015-
26) (Order Granting Approval of a Proposed Rule Change Making
Permanent the Rules of the NYSE New Market Model Pilot and the NYSE
Supplemental Liquidity Providers Pilot).
---------------------------------------------------------------------------
The Exchange believes that the proposed differences to how the CCO
would function as compared to CCS would remove impediments to and
perfect the mechanism of a free and open market and a national market
system because the proposed differences are designed to streamline the
functionality and simplify the operation of such liquidity, while still
achieving the same goal to provide the DMMs with a tool to meet their
unique affirmative obligations. To achieve this goal, the Exchange
proposes that the CCO would function similarly to Tracking Orders, as
described in NYSE Arca Rule 7.31-E(d)(4) and NYSE National Rule
7.31(d)(4), in that a CCO would be a Limit Order that is not displayed,
it would not trade on arrival, and instead would be triggered to trade
by a contra-side Aggressing Order that has exhausted all other interest
eligible to trade at the CCO's working price and is equal to or less
than the size of the CCO. Also similar to the Tracking Order, a CCO
with a later working time would trade ahead of a CCO with an earlier
working time (which can only be from the same DMM) if not designated
for a partial execution and could not execute in full against the
Aggressing Order. The Exchange believes it promotes just and equitable
principles of trade for the CCO with the later working time to trade
ahead of a same-priced CCO Order with an earlier working time if the
earlier CCO chose to forgo the option for a partial execution,
particularly since all CCOs in a security are entered by the same DMM.
For similar reasons, the Exchange believes that it would remove
impediments to and perfect the mechanism of a free and open market and
a national market system for an Aggressing Order with an MTS to ignore
a CCO because if an Aggressing Order with an MTS has a condition that
it is not eligible to trade, the Exchange does not believe that the
Aggressing Order with an MTS should be denied an opportunity to trade
if the MTS could otherwise be met by other orders on the Exchange Book.
The Exchange believes it would remove impediments to and perfect
the mechanism of a free and open market and a national market system to
retain the optional functionality currently available for CCS for a CCO
to provide a partial execution to an incoming order, as such option
would provide for more execution opportunities at the Exchange.
Similarly, the Exchange believes it would remove impediments to and
perfect the mechanism of a free and open market and a national market
system for an arriving CCO to trigger a resting D Order to trade
because it would provide for additional execution opportunities for D
Orders. Because CCOs would trade at their limit price, the Exchange
believes that the proposal to make such orders ineligible to trade if
the limit price is equal to or through the PBBO, NBBO, Price Bands, or
resting orders on the Exchange Book, or if the PBBO or NBBO is crossed,
would remove impediments to and perfect the mechanism of a free and
open market and a national market system because it
[[Page 30260]]
would reduce the potential for a CCO to trade through the PBBO, NBBO or
resting orders on the Exchange Book.
The Exchange believes that the proposed processing of sell short
CCOs during a Short Sale Period under proposed Rule 7.16(f)(5)(E) would
remove impediments to and perfect the mechanism of a fair and orderly
market because it would provide that CCOs would not trade at or below
the NBB during a Short Sale Period in violation of Rule 201 of
Regulation SHO. Proposed Rule 7.16(f)(5)(E) is also based on NYSE Arca
Rule 7.16-E(f)(5)(E) and NYSE National Rule 7.16(f)(5)(E) for Tracking
Orders.
Lastly, the Exchange believes the proposed changes to Rules 7.36
and 7.37 describing how CCOs would be ranked and allocated would remove
impediments to, and perfect the mechanisms of, a free and open market
and a national market system because having CCOs as an interest of last
resort is consistent with how CCS currently functions when trading at
prices equal to the BBO or outside the BBO. Prioritizing CCOs behind
Yielding Orders \36\ complies with subsection (G) of Section 11(a)(1)
\37\ of the Act (the ``G Rule'') because CCOs represent DMM interest
only. In sum, the G Rule requires orders entered by DMMs or Floor
Brokers to yield priority to all orders entered by non-members of the
Exchange at the same price. Therefore, the G Rule does not require that
Yielding Orders yield priority to CCOs, which may only be entered by
DMMs.
---------------------------------------------------------------------------
\36\ Rule 7.31(i)(5). Yielding Orders aid Floor brokers in
complying with the G Rule when trading on Pillar by yielding
priority to all displayed and non-displayed orders at the same
price.
\37\ 15 U.S.C. 78k(a)(1)(G).
---------------------------------------------------------------------------
Orders Not Available to Market Makers
The Exchange believes the proposed changes to Rule 7.31(a)(1) to
specify that Market Orders would not be available to DMMs and Rule
7.31(i)(4) to specify that the Last Sale Peg Modifier would not be
available to DMMs would promote just and equitable principles of trade
because these changes would provide additional transparency by
specifying that Market Orders and the Last Sale Peg Modifier would not
be available to DMMs when the Exchange transitions Exchange-listed
securities to Pillar. These proposed changes are based on current
functionality, as described in Rule 104(d)(iv), which states that
Market Orders and the Buy Minus Zero Plus modifier are not available to
DMMs trading in Exchange-listed securities.
Proposed Amendments to Rules 7.18 and 7.34
The Exchange believes that the proposed rule change to amend Rules
7.18 and 7.34 would remove impediments to and perfect the mechanism of
a free and open market and a national market system because it would
update the Exchange's rules by including CCOs and RPIs, which are both
non-displayed orders in Exchange-listed securities that are eligible to
trade only in the Core Trading Session, in the rules that describe how
non-displayed orders in Exchange-listed securities are processed during
a halt or pause or if entered before the Core Trading Session begins.
The proposed rule change does not propose any new or novel
functionality, but rather, would provide that CCOs and RPIs would be
processed in the same manner as other non-displayed order types during
halts and pauses or if entered before the Core Trading Session begins.
The Exchange further believes that the proposed rule change would
protect investors and the public interest, in general, because it is
designed to promote transparency and clarity in Exchange rules.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\38\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. The proposed change would provide DMMs with
functionality currently available on the Exchange when Exchange-listed
securities transition to Pillar. The Exchange does not believe that the
proposed CCO would impose any burden on competition that is not
necessary or appropriate because such orders are designed to provide
additional liquidity on the Exchange without providing DMMs with any
execution priority for CCOs over other orders. This order type thus
does not confer any execution priority benefits to DMMs, but rather,
would assist the DMM in meeting its affirmative obligation to maintain
depth and continuity in its assigned securities. The proposed rule
change also specifies that Market Orders and the Last Sale Peg Modifier
would continue to be unavailable to DMMs when Exchange-listed
securities transition to Pillar, as is the case today under Rule
104(d)(iv). The Exchange does not believe this proposed rule change
would impose any burden on competition because these order types are
not necessary for the DMMs to meet their affirmative obligations
pursuant to Rule 104 and are not currently available to DMMs.
---------------------------------------------------------------------------
\38\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
The proposed rule change to amend Rules 7.18 and 7.34 is not
designed to address any competitive issues, but rather, would update
those rules to include CCOs and RPIs, which are both non-displayed
orders in Exchange-listed securities that are eligible to trade only in
the Core Trading Session. The Exchange therefore believes that the
proposed rule change is designed to promote transparency and clarity in
Exchange rules.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 2, is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\39\ In particular, the
Commission finds that the proposed rule change, as modified by
Amendment No. 2, is consistent with Section 6(b)(5) of the Act,\40\
which requires, among other things, that the rules of a national
securities 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 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,
and that the rules not be designed to permit unfair discrimination
between customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\39\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\40\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange proposes to: (i) Amend NYSE Rule 7.31 (Orders and
Modifiers) to add a new order type, Capital Commitment Order, that is
only available to DMMs, (ii) specify that Market Orders and the Last
Sale Peg Modifiers will not be available to DMMs, and (iii) make
related, conforming changes to NYSE Rules 7.16 (Short Sales), 7.18
(Halts), 7.34 (Trading
[[Page 30261]]
Sessions), 7.36 (Order Ranking and Display), and 7.37 (Order Execution
and Routing). These changes would be implemented during the transition
of Exchange-listed securities to the Pillar Trading Platform.
A. Capital Commitment Order
The Exchange proposes a new order type, the CCO, which is based in
part on the current CCS.\41\ Like CCS interest, the proposed CCO would
only be available to DMMs in their assigned securities and would enable
DMMs to provide additional, non-displayed liquidity of last resort at
specific price points.\42\ The CCO, as proposed, differs from the CCS
primarily in that it is a Limit Order rather than a schedule of non-
displayed liquidity.\43\
---------------------------------------------------------------------------
\41\ See, e.g., Notice, supra note 4, 84 FR at 20449; NYSE Rules
1000(d)-1000(g). See also CCS Approval Order, supra note 9.
\42\ In general, the CCS allows a DMM to create a schedule of
additional non-displayed liquidity at various price points at which
the DMM is willing to interact with other trading interest (i.e.,
outside, at, and inside the Exchange BBO) and provide price
improvement to orders in the Exchange's systems. CCS interest is
separate and distinct from other DMM interest and the Exchange
characterizes CCS interest as ``generally interest of last resort.''
See CCS Approval Order, supra note 9, 80 FR at 47011. See also
Notice, supra note 4, 84 FR at 20449; Proposed NYSE Rule 7.35(d)(5).
\43\ See id.
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Additionally, as a Limit Order, the CCO would function similarly to
the Tracking Order that is currently available on NYSE Arca and NYSE
National,\44\ in that the order would not be displayed, it generally
would not trade on arrival, and it would be triggered to trade by a
contra-side Aggressing Order that has exhausted all other interest
eligible to trade at the CCO's working price and is equal to, or less
than, the size of the CCO.\45\ The CCO would also operate like a
Tracking Order in that its working price would be equal to its limit
price; \46\ it would not be eligible to trade if its limit price is
equal to or higher (equal to or lower) than the PBO (PBB), NBO (NBB),
Upper (Lower) Price Band,\47\ or the working price of any resting sell
(buy) order on the Exchange Book; \48\ and it would not be eligible to
trade when the PBBO or NBBO is locked or crossed.\49\ Finally, like a
Tracking Order, a CCO with a later working time would trade ahead of a
CCO at the same price with an earlier working time that is not
designated as eligible for a partial execution and cannot execute in
full against the Aggressing Order.\50\
---------------------------------------------------------------------------
\44\ See, e.g., Notice, supra note 4, 84 FR 20449-51; NYSE Arca
Rule 7.31-E(d)(4); NYSE National Rule 7.31(d)(4).
\45\ See Proposed NYSE Rules 7.31(d)(5) and 7.36(e)(5).
\46\ See Proposed NYSE Rule 7.31(d)(5)(B).
\47\ See Proposed NYSE Rule 7.31(d)(5)(B)(1).
\48\ See id.
\49\ See Proposed NYSE Rule 7.31(d)(5)(B)(2).
\50\ See Proposed NYSE Rule 7.31(d)(5)(C).
---------------------------------------------------------------------------
The Exchange also proposes substantive differences between the CCO
and the CCS in that: (1) An Aggressing Order with an MTS modifier could
ignore a resting CCO if the CCO does not meet the MTS,\51\ (2) a CCO
may be designated with an STP Modifier and would be rejected if
combined with any other modifiers,\52\ and (3) incoming CCOs could
interact and trade with resting D Orders.\53\
---------------------------------------------------------------------------
\51\ See Proposed NYSE Rule 7.31(d)(5)(C)(2).
\52\ See Proposed NYSE Rule 7.31(d)(5)(D).
\53\ See Proposed NYSE Rule 7.31(d)(5)(A)(2).
---------------------------------------------------------------------------
The Commission notes that the proposed CCO is based primarily on
existing functionality on the Exchange, NYSE Arca, and NYSE National.
Because CCS and Tracking Orders both represent last resort liquidity,
the Commission believes that combining functionality from both types of
liquidity, as the Exchange has proposed, is reasonably designed to
streamline and simplify the operation of the CCO as last resort
liquidity for DMMs in their assigned securities for Exchange-listed
securities on the Pillar Trading Platform and to provide DMMs with a
tool to meet their obligations to facilitate the maintenance of a fair
and orderly market and of price continuity with reasonable depth.\54\
---------------------------------------------------------------------------
\54\ See NYSE Rule 104(f) (providing, in part, that the function
of DMMs includes ``the maintenance, in so far as reasonably
practicable, of a fair and orderly market on the Exchange in the
stocks in which he or she is so acting. The maintenance of a fair
and orderly market implies the maintenance of price continuity with
reasonable depth, to the extent possible consistent with the ability
of participants to use reserve orders, and the minimizing of the
effects of temporary disparity between supply and demand. In
connection with the maintenance of a fair and orderly market, it is
commonly desirable that a member acting as DMM engage to a
reasonable degree under existing circumstances in dealings for the
DMM's own account when lack of price continuity, lack of depth, or
disparity between supply and demand exists or is reasonably to be
anticipated.'').
---------------------------------------------------------------------------
The Commission also believes that the proposed substantive
differences between the CCO and the CCS are also consistent with the
Act. Specifically, the Commission believes it is consistent with the
Act for an Aggressing Order with an MTS modifier not to trade with a
CCO if the CCO does not meet the MTS because such a result would be
consistent with the intent and operation of the Aggressing Order with
the MTS modifier to forego an execution when the resting order does not
have adequate size. The Commission also believes that it is consistent
with the Act for a CCO that is designated with a STP Modifier to be
rejected if combined with any other modifiers because this
functionality is reasonably designed to reduce the likelihood that a
DMM would trade with itself and to simplify and streamline the
operation of the functionality. Finally, the Commission believes it is
consistent with the Act to permit an incoming CCO to interact and trade
with a resting D Order because this functionality would provide
additional execution opportunities for D Orders without providing the
DMMs with an additional advantage compared to the orders that are
already resting on the book.
B. Orders Not Available to DMMs
The Exchange proposes to amend NYSE Rule 7.31(a)(1), which
describes Market Orders, and NYSE Rule 7.31(i)(4), which describes the
Last Sale Peg Modifier, to specify that neither would be available to
DMMs when Exchange-listed securities transition to Pillar. These
proposed changes are based on NYSE Rule 104(b)(vi), which states that
DMMs may not enter Market Orders or Buy Minus Zero Plus instruction in
Exchange-listed securities.\55\ The Commission believes that these
proposed rule provisions are substantially similar to current Exchange
functionality and are based on current Exchange rules. Accordingly, the
Commission believes that these proposed changes do not raise regulatory
issues or concerns and that they are consistent with the Act.
---------------------------------------------------------------------------
\55\ The Last Sale Peg Modifier is based on the Buy Minus Zero
Plus instruction. See NYSE Rule 13(f)(4). See also Securities
Exchange Act Release No. 85158 (Feb. 15, 2019), 84 FR 5794 (Feb. 22,
2019) (SR-NYSE-2018-52) (Approval Order).
---------------------------------------------------------------------------
C. Other Related Conforming Amendments
The Commission believes that the related, conforming amendments to
NYSE Rules 7.16 (Short Sales), 7.18 (Halts), 7.34 (Trading Sessions),
7.36 (Order Ranking and Display), and 7.37 (Order Execution and
Routing) are consistent with the Act. Specifically, the proposed change
to NYSE Rule 7.16 is based on the operation of Tracking Orders during
Short Sales, as described in NYSE Arca Rule 7.16-E(f)(5)(E) and NYSE
National Rule 7.16(f)(5)(E). The Exchange also proposes to add
references to RPIs and CCOs to update NYSE Rules 7.18 and 7.34(c)(1)(D)
without adding any new functionality.\56\
[[Page 30262]]
Finally, proposed NYSE Rules 7.34(c)(1)(A), Rule 7.36(e)(5), and Rule
7.37(b)(1) are based on current Exchange rules related to the order
ranking and display and the order execution and routing of the CCS.
Accordingly, the Commission believes that these proposed changes do not
raise regulatory issues or concerns and that they are consistent with
the Act.
---------------------------------------------------------------------------
\56\ RPIs and CCOs are non-displayed orders for Exchange-listed
securities that may only trade during the Core Trading Session, and
the rules that would be amended describe how these orders are
processed if there is a halt or pause or if order entry occurs
before the beginning of the Core Trading Session. See supra Section
II.A.1.
---------------------------------------------------------------------------
IV. Solicitation of Comments on Amendment No. 2 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 2
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 Number SR-NYSE-2019-22 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-NYSE-2019-22. 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 the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. 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 Number SR-NYSE-2019-22 and should be submitted on
or before July 17, 2019.
V. Accelerated Approval of Amendment No. 2
As noted above,\57\ in Amendment No. 2, as compared to the original
proposal,\58\ the Exchange proposes to make conforming amendments to
NYSE Rules 7.18 (Halts) and 7.34 (Trading Sessions).
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\57\ See supra note 5.
\58\ See Notice, supra note 4.
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As discussed above,\59\ the Commission believes that the amendments
to proposed NYSE Rules 7.18 (Halts) and 7.34 (Trading Sessions) do not
raise any regulatory issues and are consistent with the Act because
these changes introduce no new functionality, but rather conform
Exchange rules to include references to RPIs and CCOs in rules related
to the processing of non-displayed orders in Exchange-listed securities
during a halt or pause in trading or when the order entry occurs before
the beginning of the Core Trading Session.
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\59\ See supra Section III.
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Therefore, the Commission finds that Amendment No. 2 to the
proposal raises no novel regulatory issues, that it is reasonably
designed to protect investors and the public interest, and that it is
consistent with the requirements of the Act. Accordingly, the
Commission finds good cause, pursuant to Section 19(b)(2) of the
Act,\60\ to approve the proposed rule change, as modified by Amendment
No. 2, on an accelerated basis.
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\60\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\61\ that the proposed rule change (SR-NYSE-2019-22), as modified
by Amendment No. 2, be, and hereby is, approved on an accelerated
basis.
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\61\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\62\
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\62\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Acting Secretary.
[FR Doc. 2019-13536 Filed 6-25-19; 8:45 am]
BILLING CODE 8011-01-P
