Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Amend Certain Cutoff Times for On-Close Orders Entered for Participation in the Nasdaq Closing Cross and Adopt a Second Reference Price for Limit-on-Close Orders, 42964-42967 [2019-17680]
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Federal Register / Vol. 84, No. 160 / Monday, August 19, 2019 / Notices
designated a longer period within which
to approve the proposed rule change,
disapprove the proposed rule change, or
institute proceedings to determine
whether to disapprove the proposed
rule change.5 On May 28, 2019, the
Commission instituted proceedings
under Section 19(b)(2)(B) of the Act 6 to
determine whether to approve or
disapprove the proposed rule change.7
The Commission has received no
comment letters on the proposed rule
change.
Section 19(b)(2) of the Act 8 provides
that, after initiating disapproval
proceedings, the Commission shall issue
an order approving or disapproving the
proposed rule change not later than 180
days after the date of publication of
notice of filing of the proposed rule
change. The Commission may extend
the period for issuing an order
approving or disapproving the proposed
rule change, however, by not more than
60 days if the Commission determines
that a longer period is appropriate and
publishes the reasons for such
determination. The date of publication
of notice of filing of the proposed rule
change was February 27, 2019. August
26, 2019, is 180 days from that date, and
October 25, 2019, is 240 days from that
date.
The Commission finds it appropriate
to designate a longer period within
which to issue an order approving or
disapproving the proposed rule change
so that it has sufficient time to consider
this proposed rule change. Accordingly,
the Commission, pursuant to Section
19(b)(2) of the Act,9 designates October
25, 2019, as the date by which the
Commission shall either approve or
disapprove the proposed rule change
(File No. SR–NYSEArca–2019–04).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–17681 Filed 8–16–19; 8:45 am]
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BILLING CODE 8011–01–P
5 See Securities Exchange Act Release No. 85573,
84 FR 15239 (Apr. 15, 2019).
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No. 85946,
84 FR 25599 (June 3, 2019). Specifically, the
Commission instituted proceedings to allow for
additional analysis of the proposed rule change’s
consistency with Section 6(b)(5) of the Act, 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,’’ and ‘‘to protect investors and the public
interest.’’ See id. at 25602 (citing 15 U.S.C.
78f(b)(5)).
8 15 U.S.C. 78s(b)(2).
9 Id.
10 17 CFR 200.30–3(a)(57).
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86642; File No. SR–
NASDAQ–2019–064]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing of Proposed Rule Change To
Amend Certain Cutoff Times for OnClose Orders Entered for Participation
in the Nasdaq Closing Cross and
Adopt a Second Reference Price for
Limit-on-Close Orders
August 13, 2019.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on July 31,
2019, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
certain cutoff times for on-close orders
entered for participation in the Nasdaq
Closing Cross and adopt a second
reference price for limit-on-close orders
The text of the proposed rule change
is available on the Exchange’s website at
https://nasdaq.cchwallstreet.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Sfmt 4703
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Nasdaq Closing Cross is a price
discovery facility that crosses orders at
a single price and establishes the
Nasdaq Official Closing Price for a
security. The Closing Cross was
designed to create a robust close that
allows for efficient price discovery
through a transparent automated
auction process. Nasdaq is proposing to
(i) preclude on-close orders from being
cancelled or modified after 3:50 p.m. ET
and (ii) permit Limit-on-Close orders
entered after 3:55 p.m. ET to be
accepted and priced at or between the
First or Second Reference Prices (as
defined below). Nasdaq believes that the
proposed changes will enhance price
discovery, stability and transparency in
the Closing Cross process.
Nasdaq has proposed related
enhancements to the Closing Cross
process that will be implemented in
conjunction with the proposed
changes.3 On February 27, 2019, Nasdaq
filed a proposed rule change to establish
the Early Order Imbalance Indicator
(‘‘EOII’’) that the Exchange will begin
disseminating at 3:50 p.m. or ten
minutes prior to the market close. The
EOII will contain a subset of the
information comprising the Net Order
Imbalance Indicator (‘‘NOII’’), which
will be disseminated at 3:55 p.m. or five
minutes prior to the market close.
The NOII is a message disseminated
by electronic means containing
information about market-on-close
(‘‘MOC’’),4 limit-on-close (‘‘LOC’’),5
imbalance only (‘‘IO’’) 6 orders, and
Close Eligible Interest 7 and the price at
which those orders would execute at the
time of dissemination.8 MOC, LOC and
3 See Securities Exchange Act Release No. 34–
85292 (Mar. 12, 2019), 84 FR 9848 (Mar. 18, 2019)
(SR–NASDAQ–2019–010).
4 A ‘‘Market on Close Order’’ or ‘‘MOC’’ is an
Order Type entered without a price that may be
executed only during the Nasdaq Closing Cross. See
Rule 4702(b)(11).
5 Pursuant to Rule 4702(b)(12), a ‘‘Limit on Close
Order’’ or ‘‘LOC’’ is an Order Type entered with a
price that may be executed only in the Nasdaq
Closing Cross, and only if the price determined by
the Nasdaq Closing Cross is equal to or better than
the price at which the LOC Order was entered. See
Rule 4754(a)(9).
6 An ‘‘Imbalance Only Order’’ or ‘‘IO’’ is an Order
entered with a price that may be executed only in
the Nasdaq Closing Cross and only against MOC
Orders or LOC Orders. See Rule 4702(b)(13).
7 ‘‘Close Eligible Interest’’ means ‘‘any quotation
or any order that may be entered into the system
and designated with a time-in-force of SDAY,
SGTC, MDAY, MGTC, SHEX, or GTMC.’’ See Rule
4754(a)(1).
8 See Rule 4754(a)(7).
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IO orders are on-close order types that
are executable only during the Closing
Cross.
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MOC Orders
Currently, pursuant to Rule
4702(b)(11)(A), MOC orders may be
entered, cancelled, and/or modified
between 4 a.m. ET and immediately
prior to 3:55 p.m. ET. Between 3:55 p.m.
ET and immediately prior to 3:58 p.m.
ET, a MOC order can be cancelled and/
or modified only if the participant
requests that Nasdaq correct a legitimate
error in the order.9 MOC orders cannot
be cancelled or modified at or after 3:58
p.m. ET for any reason.
In conjunction with the adoption of
EOII, Nasdaq is proposing to revise Rule
4702(b)(11)(A) to permit MOC orders to
be entered until 3:55 p.m. ET and
prohibit cancellation or modification of
MOC orders after 3:50 p.m. ET except to
correct a legitimate error in the order.
Nasdaq believes that these changes will
enhance stability in the Closing Cross
process because they will reduce the
possibility of large indicative price
movements due to participants
cancelling or modifying orders in
reaction to the EOII. It will also enhance
the price discovery and liquidity of a
security by increasing the number of
participants in the Nasdaq Closing
Cross, which establishes the Nasdaq
Official Closing Price for a security. In
addition, participants may continue to
enter MOC orders until 3:55 p.m. ET,
which allows participants to consider
information in the EOII in making
informed decisions about whether and
how to participate in the Closing Cross.
IO Orders
Currently, pursuant to Rule
4702(b)(13)(A), an IO order may be
entered between 4:00 a.m. ET until the
time of execution of the Nasdaq Closing
Cross, but may not be cancelled or
modified at or after 3:55 p.m. ET.
Between 3:55 p.m. ET and immediately
prior to 3:58 p.m. ET, however, an IO
order can be cancelled and/or modified
if the participant requests that Nasdaq
correct a legitimate error in the order. IO
orders cannot be cancelled or modified
at or after 3:58 p.m. ET for any reason.
In conjunction with the adoption of
EOII, Nasdaq is proposing to revise Rule
4702(b)(13)(A) to prohibit cancellation
or modification of IO orders after 3:50
p.m. ET except to correct a legitimate
error in the order. IO orders provide
liquidity and are intended to offset a
buy or sell imbalance during the Closing
9 ‘‘Legitimate error’’ for a MOC, LOC or IO order
includes, for example, an error in the Side, Size,
Symbol, or Price, or duplication of an order, as set
forth in the applicable rule for each Order Type.
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Cross. Nasdaq believes that this change
will enhance stability in the Closing
Cross process because it will reduce the
possibility of participants modifying an
IO position in reaction to the EOII. In
addition, participants may continue to
enter IO orders until 3:55 p.m. ET,
which allows participants to consider
information in the EOII in making
informed decisions about whether and
how to participate in the Closing Cross.
LOC Orders
Currently, pursuant to Rule
4702(b)(12)(A), LOC orders may be
entered, cancelled, and/or modified
between 4 a.m. ET and immediately
prior to 3:55 p.m. ET. Between 3:55 p.m.
ET and immediately prior to 3:58 p.m.
ET, LOC orders may be entered
provided that there is a First Reference
Price 10 and may be cancelled, but not
modified, only if the participant
requests that Nasdaq correct a legitimate
error in the order. A LOC order entered
between 3:55 p.m. ET and immediately
prior to 3:58 p.m. ET is accepted at its
limit price, unless its limit price is
higher (lower) than the First Reference
Price for an LOC order to buy (sell), in
which case the LOC order is handled
consistent with the Participant’s
instruction that the LOC order is to be:
(1) Rejected; or (2) re-priced to the First
Reference Price, provided that if the
First Reference Price is not at a
permissible minimum increment, the
First Reference Price will be rounded (i)
to the nearest permitted minimum
increment (with midpoint prices being
rounded up) if there is no imbalance, (ii)
up if there is a buy imbalance, or (iii)
down if there is a sell imbalance. The
default configuration for participants
that do not specify otherwise is to have
such LOC orders re-priced rather than
rejected.
In conjunction with the adoption of
EOII, Nasdaq is proposing to revise Rule
4702(b)(12)(A) to expand the order entry
of a LOC order submitted after 3:55 p.m.
10 ‘‘First Reference Price’’ is presently defined as
‘‘the Current Reference Price in the first Order
Imbalance Indicator disseminated at or after 3:55
p.m. ET.’’ See Rule 4754(a)(9). ‘‘Current Reference
Price’’ means the following: (i) The single price that
is at or within the current Nasdaq Market Center
best bid and offer at which the maximum number
of shares of MOC, LOC, and IO orders can be
paired; (ii) if more than one price exists under
subparagraph (i), the Current Reference Price shall
mean the price that minimizes any Imbalance; (iii)
if more than one price exists under subparagraph
(ii), the Current Reference Price shall mean the
entered price at which shares will remain
unexecuted in the cross; or (iv) if more than one
price exists under subparagraph (iii), the Current
Reference Price shall mean the price that minimizes
the distance from the bid-ask midpoint of the inside
quotation prevailing at the time of the order
imbalance indicator dissemination. See Rule
4754(a)(7)(A).
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Sfmt 4703
42965
ET (‘‘Late LOC’’) to be accepted and
priced at either the First Reference Price
or the Second Reference Price. In
connection with this change, Nasdaq is
proposing to revise the definition of
First Reference Price in Rule 4754(a)(9)
to refer to the Current Reference Price in
the EOII disseminated at 3:50 p.m. ET,
or 10 minutes prior to the early closing
time on a day when Nasdaq closes early.
Nasdaq is also proposing to add a new
definition of Second Reference Price in
Rule 4754(a)(11) to refer to the Current
Reference Price in the NOII
disseminated at 3:55 p.m. ET, or five
minutes prior to the early closing time
on a day when Nasdaq closes early.
Under the proposed rule change, a
LOC order may be entered, cancelled
and/or modified between 4 a.m. ET and
immediately prior to 3:50 p.m. ET.
Between 3:50 p.m. ET and 3:55 p.m. ET,
a LOC order may be entered but can
only be cancelled and/or modified if the
participant requests that Nasdaq correct
a legitimate error in the order. Between
3:55 p.m. ET and immediately prior to
3:58 p.m. ET, a Late LOC order may be
entered, provided that there is a First
Reference Price or a Second Reference
Price. Late LOC orders can also only be
cancelled and/or modified if the
participant requests that Nasdaq correct
a legitimate error in the order. LOC
orders cannot be cancelled or modified
at or after 3:58 p.m.
A Late LOC order to buy will be
accepted at its limit price, unless its
limit price is higher than the higher of
the First Reference Price and the Second
Reference Price, in which case the Late
LOC order will be handled consistent
with the participant’s instruction that
the Late LOC order is to be: (1) Rejected;
or (2) re-priced to the higher of the First
Reference Price and the Second
Reference Price. Similarly, a Late LOC
order to sell will be accepted at its limit
price, unless its limit price is lower than
the lower of the First Reference Price
and the Second Reference Price, in
which case the Late LOC order will be
handled consistent with the
participant’s instruction that the LOC
order is to be: (1) Rejected; or (2) repriced to the lower of the First
Reference Price and the Second
Reference Price.11 For example, if the
11 In each case, if either the First Reference Price
or the Second Reference Price is not at a
permissible minimum increment, the First
Reference Price or the Second Reference Price, as
applicable, will be rounded (i) to the nearest
permitted minimum increment (with midpoint
prices being rounded up) if there is no imbalance,
(ii) up if there is a buy imbalance, or (iii) down if
there is a sell imbalance. The default configuration
for participants that do not specify otherwise will
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Federal Register / Vol. 84, No. 160 / Monday, August 19, 2019 / Notices
First Reference Price for a security is
$10 and the Second Reference Price is
$10.25, and a participant submits a Late
LOC order to buy the security with a
limit of $11, the order would either be
rejected or repriced to $10.25 in
accordance with the participant’s
instructions.
Nasdaq believes that allowing Late
LOC orders to be priced at the more
aggressive of the two reference prices
will provide flexibility to market
participants by allowing participants to
consider information in both the EOII
and NOII in making informed decisions
about whether and how to participate in
the Closing Cross. It will also increase
participation for a wider variety of
liquidity providers who otherwise
would have had a Late LOC order
rejected or repriced if its limit was
outside of the First Reference Price.
Nasdaq believes that increased
participation may enhance price
discovery and stability of the Closing
Cross because it will allow more price
forming orders to offset imbalances and
to participate in the Closing Cross.
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Additional Conforming Changes
In connection with the proposed rule
changes, Nasdaq is proposing to revise
Sections 118(a)(1),12 118(a)(2),13 and
118(a)(3) 14 of Equity 7 Pricing Schedule
be to have Late LOC orders re-priced rather than
rejected.
12 Section 118(a)(1) of the Equity 7 Pricing
Schedule currently provides that the fee for
execution and routing of orders in Nasdaq-listed
securities is $0.0027 per share executed for a
member with shares of liquidity provided in the
Opening and Closing Crosses, excluding Market-onClose, Limit-on-Close (other than an Limit-on-Close
Order entered between 3:50 p.m. ET and
immediately prior to 3:55 p.m. ET), Market-onOpen, Limit-on-Open, Good-til-Cancelled, and
Immediate-or-Cancel orders, through one or more of
its Nasdaq Market Center MPIDs that represent
more than 0.01% of Consolidated Volume during
the month.
13 Section 118(a)(2) of the Equity 7 Pricing
Schedule currently provides that the fee for
execution and routing of securities listed on NYSE
is $0.0027 per share executed for a member with
shares of liquidity provided in the Opening and
Closing Crosses, excluding Market-on-Close, Limiton-Close (other than an Limit-on-Close Order
entered between 3:50 p.m. ET and immediately
prior to 3:55 p.m. ET), Market-on-Open, Limit-onOpen, Good-til-Cancelled, and Immediate-or-Cancel
orders, through one or more of its Nasdaq Market
Center MPIDs that represent more than 0.01% of
Consolidated Volume during the month.
14 Section 118(a)(3) of the Equity 7 Pricing
Schedule currently provides that the fee for
execution and routing of orders in securities listed
on exchanges other than Nasdaq and NYSE (‘‘Tape
B Securities’’) is $0.0027 per share executed for a
member with shares of liquidity provided in the
Opening and Closing Crosses, excluding Market-onClose, Limit-on-Close (other than an Limit-on-Close
Order entered between 3:50 p.m. ET and
immediately prior to 3:55 p.m. ET), Market-onOpen, Limit-on-Open, Good-til-Cancelled, and
Immediate-or-Cancel orders, through one or more of
its Nasdaq Market Center MPIDs that represent
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to reflect the revised cutoff times for
modifications to LOC orders. Nasdaq is
also proposing to revise ‘‘Eligible
Interest’’ to ‘‘Close Eligible Interest’’ in
Rules 4754(a)(7)(E)(ii) and 4754(b)(2)(A)
to correct an inadvertent error.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,15 in general, and furthers the
objectives of Section 6(b)(5) of the Act,16
in particular, in that it is designed to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general to protect
investors and the public interest
because the proposed changes will
improve the stability and price
discovery process of the Closing Cross.
Prohibiting cancellation or modification
of MOC, LOC or IO orders after 3:50
p.m. ET will enhance stability in the
Closing Cross process because it will
reduce the possibility of large indicative
price movements due to participants
cancelling or modifying orders in
reaction to the EOII, while participants
maintain the ability to cancel or modify
orders to correct a legitimate error in the
order. In addition, permitting Late LOC
orders to be repriced at the more
aggressive of the First Reference Price or
Second Reference Price may enhance
price discovery and stability of the
Closing Cross because it will allow more
price forming orders to offset
imbalances and to participate in the
Closing Cross.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act. Rather, the
Exchange believes that the proposed
rule changes are designed to render the
Nasdaq Closing Cross more transparent
and more flexible to participants. The
proposed changes will affect all
participants using MOC, LOC and IO
orders equally.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
more than 0.01% of Consolidated Volume during
the month.
15 15 U.S.C. 78f(b).
16 15 U.S.C. 78f(b)(5).
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Fmt 4703
Sfmt 4703
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2019–064 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–NASDAQ–2019–064. 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
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Federal Register / Vol. 84, No. 160 / Monday, August 19, 2019 / Notices
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–NASDAQ–2019–064, and
should be submitted on or before
September 9, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–17680 Filed 8–16–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86651; File No. SR–NYSE–
2019–14]
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 Section
703.18 of the Listed Company Manual
To Permit the Listing of Event-Based
Contingent Value Rights and Make
Other Changes to the Listing
Standards for Contingent Value Rights
August 13, 2019.
jspears on DSK3GMQ082PROD with NOTICES
I. Introduction
On April 25, 2019, New York Stock
Exchange LLC (‘‘NYSE’’ or the
‘‘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 Section 703.18 of the Exchange’s
Listed Company Manual (‘‘Manual’’) to
expand the circumstances under which
a contingent value right (‘‘CVR’’) may be
listed on the Exchange and make other
changes to the listing standards for
CVRs. The proposed rule change was
published for comment in the Federal
Register on May 15, 2019.3 On August
8, 2019, the Exchange filed Amendment
No. 1 to the proposed rule change.4 The
17 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 85812
(May 9, 2019), 84 FR 21861 (‘‘Notice’’).
4 In Amendment No. 1, the Exchange revised the
proposal to: (1) Require public disclosure of all
1 15
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16:29 Aug 16, 2019
Jkt 247001
Commission received no comment
letters on the proposed rule change. The
Commission is publishing this notice to
solicit comments on Amendment No. 1
from interested persons, and is
approving the proposed rule change, as
modified by Amendment No. 1, on an
accelerated basis.
II. Description of the Proposed Rule
Change, as Modified by Amendment
No. 1
Section 703.18 of the Manual
currently provides only for the listing of
CVRs that are related to the price of an
affiliate’s equity security (a ‘‘Price-Based
CVR’’).5 The Exchange proposes to
amend Section 703.18 of the Manual to
also provide for the listing of CVRs
based on the occurrence of a specified
event or events related to the business
of the issuer or an affiliate of the issuer
(an ‘‘Event-Based CVR’’). As proposed
by the Exchange, an Event-Based CVR
would be defined as an unsecured
obligation of the issuer providing for a
possible cash payment, within a
specified time period, upon the
occurrence of a specified event or events
relating to the business of the issuer of
the CVR or an affiliate of such issuer.6
The Exchange notes that, with the
exception of the payment triggering
event or events, Event-Based CVRs are
identical in structure to Price-Based
CVRs.7 The Exchange also proposes to
amend Section 703.18 of the Manual to
make other changes to the listing
standards for both Price-Based and
Event-Based CVRs, as described in more
detail below.
According to the Exchange, PriceBased CVRs are generally distributed to
shareholders of an acquired company
who are receiving shares of the acquirer
material terms of a CVR prior to listing; (2) require
public disclosure of an occurrence of any event or
events upon which a CVR payment is conditioned,
or the failure of such event or events to occur, in
accordance with Sections 202.05 and 202.06 of the
Manual; (3) specify that the Exchange will not list
a CVR if, at the time of the proposed listing, the
issuer is below compliance with applicable listing
standards; (4) state that, in addition to its original
proposal to promptly delist any CVR when the
issuer’s common stock ceases to be listed on a
national securities exchange, the Exchange will also
promptly delist a CVR when the related equity
security to which the cash payment at maturity is
tied is no longer listed on a national security
exchange; and (5) make technical, clarifying
changes. Amendment No. 1 is available at https://
www.sec.gov/comments/sr-nyse-2019-14/
srnyse201914-5944385-189087.pdf.
5 Under Section 703.18 of the Manual, PriceBased CVRs are defined as unsecured obligations of
the issuer providing for a possible cash payment at
maturity based upon the price performance of an
affiliate’s equity security.
6 See proposed Section 703.18 of the Manual. See
also Amendment No. 1.
7 See Notice, supra note 3, at 21862. See also
proposed Section 703.18 of the Manual.
PO 00000
Frm 00080
Fmt 4703
Sfmt 4703
42967
as acquisition consideration.8 The PriceBased CVRs provide the acquiree’s
shareholders with some medium-term
protection against poor stock price
performance of the shares of the
acquirer by guaranteeing them a
specified cash payment if the acquirer’s
average stock price is below a specified
level at the time of maturity of the PriceBased CVR.9 According to the Exchange,
Event-Based CVRs are also typically
issued to the shareholders of an
acquired entity as consideration in an
acquisition transaction.10 Event-Based
CVRs entitle their holders to receive a
specified cash payment upon the
occurrence of a specified event or events
related to the business of the issuer or
an affiliate of the issuer prior to the
maturity date of the Event-Based CVR.11
The Event-Based CVR provides the
shareholders of the acquiree an
additional interest in the medium-term
performance of the merged entity upon
occurrence of its specified event(s).12
Pursuant to the amended proposal, the
Exchange would require that all
material terms of a Price-Based or EventBased CVR be publicly disclosed prior
to listing a CVR.13
Section 703.18 of the Manual
currently provides that the issuer of a
listed CVR must be an entity that has
assets in excess of $100 million and
meets the ‘‘size and earnings’’
requirements of Section 102 of the
Manual. While the proposed rule
change will retain the $100 million
assets requirement for CVRs, the
Exchange proposes to amend the
reference to the ‘‘size and earnings
requirements’’ of Section 102 of the
Manual by specifying instead that the
issuer must meet the requirements of
Sections 102.01B and 102.01C of the
Manual.14 The requirements of Section
102.01B of the Manual include the size
requirements for all newly-listed
operating companies. In the case of
companies listing CVRs, Section
102.01B would require the company to
have an aggregate market value of
publicly held shares of $100 million 15
and a $4.00 stock price.
As for the requirement for the issuer
of the CVR to also meet one of the
standards set forth in Section 102.01C of
8 See
Notice, supra note 3, at 21861.
id. at 21861–62.
10 See id. at 21862.
11 See id. See also Amendment No. 1.
12 See Notice, supra note 3, at 21862, which also
provides examples of common Event-Based CVRs.
13 See Amendment No. 1.
14 See proposed Section 703.18(A) of the Manual.
15 As noted by the Exchange, this is the same
requirement that currently applies to companies
transferring from another national securities
exchange. See Notice, supra note 3, at 21862.
9 See
E:\FR\FM\19AUN1.SGM
19AUN1
]]>Agencies
[Federal Register Volume 84, Number 160 (Monday, August 19, 2019)]
[Notices]
[Pages 42964-42967]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17680]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86642; File No. SR-NASDAQ-2019-064]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To Amend Certain Cutoff Times
for On-Close Orders Entered for Participation in the Nasdaq Closing
Cross and Adopt a Second Reference Price for Limit-on-Close Orders
August 13, 2019.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 31, 2019, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend certain cutoff times for on-close
orders entered for participation in the Nasdaq Closing Cross and adopt
a second reference price for limit-on-close orders
The text of the proposed rule change is available on the Exchange's
website at https://nasdaq.cchwallstreet.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Nasdaq Closing Cross is a price discovery facility that crosses
orders at a single price and establishes the Nasdaq Official Closing
Price for a security. The Closing Cross was designed to create a robust
close that allows for efficient price discovery through a transparent
automated auction process. Nasdaq is proposing to (i) preclude on-close
orders from being cancelled or modified after 3:50 p.m. ET and (ii)
permit Limit-on-Close orders entered after 3:55 p.m. ET to be accepted
and priced at or between the First or Second Reference Prices (as
defined below). Nasdaq believes that the proposed changes will enhance
price discovery, stability and transparency in the Closing Cross
process.
Nasdaq has proposed related enhancements to the Closing Cross
process that will be implemented in conjunction with the proposed
changes.\3\ On February 27, 2019, Nasdaq filed a proposed rule change
to establish the Early Order Imbalance Indicator (``EOII'') that the
Exchange will begin disseminating at 3:50 p.m. or ten minutes prior to
the market close. The EOII will contain a subset of the information
comprising the Net Order Imbalance Indicator (``NOII''), which will be
disseminated at 3:55 p.m. or five minutes prior to the market close.
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 34-85292 (Mar. 12,
2019), 84 FR 9848 (Mar. 18, 2019) (SR-NASDAQ-2019-010).
---------------------------------------------------------------------------
The NOII is a message disseminated by electronic means containing
information about market-on-close (``MOC''),\4\ limit-on-close
(``LOC''),\5\ imbalance only (``IO'') \6\ orders, and Close Eligible
Interest \7\ and the price at which those orders would execute at the
time of dissemination.\8\ MOC, LOC and
[[Page 42965]]
IO orders are on-close order types that are executable only during the
Closing Cross.
---------------------------------------------------------------------------
\4\ A ``Market on Close Order'' or ``MOC'' is an Order Type
entered without a price that may be executed only during the Nasdaq
Closing Cross. See Rule 4702(b)(11).
\5\ Pursuant to Rule 4702(b)(12), a ``Limit on Close Order'' or
``LOC'' is an Order Type entered with a price that may be executed
only in the Nasdaq Closing Cross, and only if the price determined
by the Nasdaq Closing Cross is equal to or better than the price at
which the LOC Order was entered. See Rule 4754(a)(9).
\6\ An ``Imbalance Only Order'' or ``IO'' is an Order entered
with a price that may be executed only in the Nasdaq Closing Cross
and only against MOC Orders or LOC Orders. See Rule 4702(b)(13).
\7\ ``Close Eligible Interest'' means ``any quotation or any
order that may be entered into the system and designated with a
time-in-force of SDAY, SGTC, MDAY, MGTC, SHEX, or GTMC.'' See Rule
4754(a)(1).
\8\ See Rule 4754(a)(7).
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MOC Orders
Currently, pursuant to Rule 4702(b)(11)(A), MOC orders may be
entered, cancelled, and/or modified between 4 a.m. ET and immediately
prior to 3:55 p.m. ET. Between 3:55 p.m. ET and immediately prior to
3:58 p.m. ET, a MOC order can be cancelled and/or modified only if the
participant requests that Nasdaq correct a legitimate error in the
order.\9\ MOC orders cannot be cancelled or modified at or after 3:58
p.m. ET for any reason.
---------------------------------------------------------------------------
\9\ ``Legitimate error'' for a MOC, LOC or IO order includes,
for example, an error in the Side, Size, Symbol, or Price, or
duplication of an order, as set forth in the applicable rule for
each Order Type.
---------------------------------------------------------------------------
In conjunction with the adoption of EOII, Nasdaq is proposing to
revise Rule 4702(b)(11)(A) to permit MOC orders to be entered until
3:55 p.m. ET and prohibit cancellation or modification of MOC orders
after 3:50 p.m. ET except to correct a legitimate error in the order.
Nasdaq believes that these changes will enhance stability in the
Closing Cross process because they will reduce the possibility of large
indicative price movements due to participants cancelling or modifying
orders in reaction to the EOII. It will also enhance the price
discovery and liquidity of a security by increasing the number of
participants in the Nasdaq Closing Cross, which establishes the Nasdaq
Official Closing Price for a security. In addition, participants may
continue to enter MOC orders until 3:55 p.m. ET, which allows
participants to consider information in the EOII in making informed
decisions about whether and how to participate in the Closing Cross.
IO Orders
Currently, pursuant to Rule 4702(b)(13)(A), an IO order may be
entered between 4:00 a.m. ET until the time of execution of the Nasdaq
Closing Cross, but may not be cancelled or modified at or after 3:55
p.m. ET. Between 3:55 p.m. ET and immediately prior to 3:58 p.m. ET,
however, an IO order can be cancelled and/or modified if the
participant requests that Nasdaq correct a legitimate error in the
order. IO orders cannot be cancelled or modified at or after 3:58 p.m.
ET for any reason.
In conjunction with the adoption of EOII, Nasdaq is proposing to
revise Rule 4702(b)(13)(A) to prohibit cancellation or modification of
IO orders after 3:50 p.m. ET except to correct a legitimate error in
the order. IO orders provide liquidity and are intended to offset a buy
or sell imbalance during the Closing Cross. Nasdaq believes that this
change will enhance stability in the Closing Cross process because it
will reduce the possibility of participants modifying an IO position in
reaction to the EOII. In addition, participants may continue to enter
IO orders until 3:55 p.m. ET, which allows participants to consider
information in the EOII in making informed decisions about whether and
how to participate in the Closing Cross.
LOC Orders
Currently, pursuant to Rule 4702(b)(12)(A), LOC orders may be
entered, cancelled, and/or modified between 4 a.m. ET and immediately
prior to 3:55 p.m. ET. Between 3:55 p.m. ET and immediately prior to
3:58 p.m. ET, LOC orders may be entered provided that there is a First
Reference Price \10\ and may be cancelled, but not modified, only if
the participant requests that Nasdaq correct a legitimate error in the
order. A LOC order entered between 3:55 p.m. ET and immediately prior
to 3:58 p.m. ET is accepted at its limit price, unless its limit price
is higher (lower) than the First Reference Price for an LOC order to
buy (sell), in which case the LOC order is handled consistent with the
Participant's instruction that the LOC order is to be: (1) Rejected; or
(2) re-priced to the First Reference Price, provided that if the First
Reference Price is not at a permissible minimum increment, the First
Reference Price will be rounded (i) to the nearest permitted minimum
increment (with midpoint prices being rounded up) if there is no
imbalance, (ii) up if there is a buy imbalance, or (iii) down if there
is a sell imbalance. The default configuration for participants that do
not specify otherwise is to have such LOC orders re-priced rather than
rejected.
---------------------------------------------------------------------------
\10\ ``First Reference Price'' is presently defined as ``the
Current Reference Price in the first Order Imbalance Indicator
disseminated at or after 3:55 p.m. ET.'' See Rule 4754(a)(9).
``Current Reference Price'' means the following: (i) The single
price that is at or within the current Nasdaq Market Center best bid
and offer at which the maximum number of shares of MOC, LOC, and IO
orders can be paired; (ii) if more than one price exists under
subparagraph (i), the Current Reference Price shall mean the price
that minimizes any Imbalance; (iii) if more than one price exists
under subparagraph (ii), the Current Reference Price shall mean the
entered price at which shares will remain unexecuted in the cross;
or (iv) if more than one price exists under subparagraph (iii), the
Current Reference Price shall mean the price that minimizes the
distance from the bid-ask midpoint of the inside quotation
prevailing at the time of the order imbalance indicator
dissemination. See Rule 4754(a)(7)(A).
---------------------------------------------------------------------------
In conjunction with the adoption of EOII, Nasdaq is proposing to
revise Rule 4702(b)(12)(A) to expand the order entry of a LOC order
submitted after 3:55 p.m. ET (``Late LOC'') to be accepted and priced
at either the First Reference Price or the Second Reference Price. In
connection with this change, Nasdaq is proposing to revise the
definition of First Reference Price in Rule 4754(a)(9) to refer to the
Current Reference Price in the EOII disseminated at 3:50 p.m. ET, or 10
minutes prior to the early closing time on a day when Nasdaq closes
early. Nasdaq is also proposing to add a new definition of Second
Reference Price in Rule 4754(a)(11) to refer to the Current Reference
Price in the NOII disseminated at 3:55 p.m. ET, or five minutes prior
to the early closing time on a day when Nasdaq closes early.
Under the proposed rule change, a LOC order may be entered,
cancelled and/or modified between 4 a.m. ET and immediately prior to
3:50 p.m. ET. Between 3:50 p.m. ET and 3:55 p.m. ET, a LOC order may be
entered but can only be cancelled and/or modified if the participant
requests that Nasdaq correct a legitimate error in the order. Between
3:55 p.m. ET and immediately prior to 3:58 p.m. ET, a Late LOC order
may be entered, provided that there is a First Reference Price or a
Second Reference Price. Late LOC orders can also only be cancelled and/
or modified if the participant requests that Nasdaq correct a
legitimate error in the order. LOC orders cannot be cancelled or
modified at or after 3:58 p.m.
A Late LOC order to buy will be accepted at its limit price, unless
its limit price is higher than the higher of the First Reference Price
and the Second Reference Price, in which case the Late LOC order will
be handled consistent with the participant's instruction that the Late
LOC order is to be: (1) Rejected; or (2) re-priced to the higher of the
First Reference Price and the Second Reference Price. Similarly, a Late
LOC order to sell will be accepted at its limit price, unless its limit
price is lower than the lower of the First Reference Price and the
Second Reference Price, in which case the Late LOC order will be
handled consistent with the participant's instruction that the LOC
order is to be: (1) Rejected; or (2) re-priced to the lower of the
First Reference Price and the Second Reference Price.\11\ For example,
if the
[[Page 42966]]
First Reference Price for a security is $10 and the Second Reference
Price is $10.25, and a participant submits a Late LOC order to buy the
security with a limit of $11, the order would either be rejected or
repriced to $10.25 in accordance with the participant's instructions.
---------------------------------------------------------------------------
\11\ In each case, if either the First Reference Price or the
Second Reference Price is not at a permissible minimum increment,
the First Reference Price or the Second Reference Price, as
applicable, will be rounded (i) to the nearest permitted minimum
increment (with midpoint prices being rounded up) if there is no
imbalance, (ii) up if there is a buy imbalance, or (iii) down if
there is a sell imbalance. The default configuration for
participants that do not specify otherwise will be to have Late LOC
orders re-priced rather than rejected.
---------------------------------------------------------------------------
Nasdaq believes that allowing Late LOC orders to be priced at the
more aggressive of the two reference prices will provide flexibility to
market participants by allowing participants to consider information in
both the EOII and NOII in making informed decisions about whether and
how to participate in the Closing Cross. It will also increase
participation for a wider variety of liquidity providers who otherwise
would have had a Late LOC order rejected or repriced if its limit was
outside of the First Reference Price. Nasdaq believes that increased
participation may enhance price discovery and stability of the Closing
Cross because it will allow more price forming orders to offset
imbalances and to participate in the Closing Cross.
Additional Conforming Changes
In connection with the proposed rule changes, Nasdaq is proposing
to revise Sections 118(a)(1),\12\ 118(a)(2),\13\ and 118(a)(3) \14\ of
Equity 7 Pricing Schedule to reflect the revised cutoff times for
modifications to LOC orders. Nasdaq is also proposing to revise
``Eligible Interest'' to ``Close Eligible Interest'' in Rules
4754(a)(7)(E)(ii) and 4754(b)(2)(A) to correct an inadvertent error.
---------------------------------------------------------------------------
\12\ Section 118(a)(1) of the Equity 7 Pricing Schedule
currently provides that the fee for execution and routing of orders
in Nasdaq-listed securities is $0.0027 per share executed for a
member with shares of liquidity provided in the Opening and Closing
Crosses, excluding Market-on-Close, Limit-on-Close (other than an
Limit-on-Close Order entered between 3:50 p.m. ET and immediately
prior to 3:55 p.m. ET), Market-on-Open, Limit-on-Open, Good-til-
Cancelled, and Immediate-or-Cancel orders, through one or more of
its Nasdaq Market Center MPIDs that represent more than 0.01% of
Consolidated Volume during the month.
\13\ Section 118(a)(2) of the Equity 7 Pricing Schedule
currently provides that the fee for execution and routing of
securities listed on NYSE is $0.0027 per share executed for a member
with shares of liquidity provided in the Opening and Closing
Crosses, excluding Market-on-Close, Limit-on-Close (other than an
Limit-on-Close Order entered between 3:50 p.m. ET and immediately
prior to 3:55 p.m. ET), Market-on-Open, Limit-on-Open, Good-til-
Cancelled, and Immediate-or-Cancel orders, through one or more of
its Nasdaq Market Center MPIDs that represent more than 0.01% of
Consolidated Volume during the month.
\14\ Section 118(a)(3) of the Equity 7 Pricing Schedule
currently provides that the fee for execution and routing of orders
in securities listed on exchanges other than Nasdaq and NYSE (``Tape
B Securities'') is $0.0027 per share executed for a member with
shares of liquidity provided in the Opening and Closing Crosses,
excluding Market-on-Close, Limit-on-Close (other than an Limit-on-
Close Order entered between 3:50 p.m. ET and immediately prior to
3:55 p.m. ET), Market-on-Open, Limit-on-Open, Good-til-Cancelled,
and Immediate-or-Cancel orders, through one or more of its Nasdaq
Market Center MPIDs that represent more than 0.01% of Consolidated
Volume during the month.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\15\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\16\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest because the proposed changes will improve the stability and
price discovery process of the Closing Cross. Prohibiting cancellation
or modification of MOC, LOC or IO orders after 3:50 p.m. ET will
enhance stability in the Closing Cross process because it will reduce
the possibility of large indicative price movements due to participants
cancelling or modifying orders in reaction to the EOII, while
participants maintain the ability to cancel or modify orders to correct
a legitimate error in the order. In addition, permitting Late LOC
orders to be repriced at the more aggressive of the First Reference
Price or Second Reference Price may enhance price discovery and
stability of the Closing Cross because it will allow more price forming
orders to offset imbalances and to participate in the Closing Cross.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. Rather, the Exchange believes
that the proposed rule changes are designed to render the Nasdaq
Closing Cross more transparent and more flexible to participants. The
proposed changes will affect all participants using MOC, LOC and IO
orders equally.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NASDAQ-2019-064 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-NASDAQ-2019-064. 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
[[Page 42967]]
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-NASDAQ-2019-064, and should
be submitted on or before September 9, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------
\17\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17680 Filed 8-16-19; 8:45 am]
BILLING CODE 8011-01-P
