Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Rule 7600, 44954-44957 [2019-18380]

Download as PDF 44954 Federal Register / Vol. 84, No. 166 / Tuesday, August 27, 2019 / Notices intended to ensure that investors are aware of and have access to the Policies required by the proposed rule. The Exchange has represented that it will enforce the provisions of proposed Rule 14.425 by ensuring that each LTSEListed Issuer has addressed all of the elements enumerated in each of the Policies, consistent with the Principles, and has made the Policies publicly available without cost. As noted above, the Commission received one comment letter received regarding the proposal.9 The commenter supported the Exchange’s focus on a long-term vision for its listed companies and stated that ‘‘. . . the long-term policies described in the filing are thoughtful, well-structured, and generally aligned with CII’s membership approved corporate governance policies.’’10 jspears on DSK3GMQ082PROD with NOTICES III. Discussion and Commission Findings After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act 11 and the rules and regulations thereunder applicable to a national securities exchange.12 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act,13 which requires, among other things, that 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 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 those rules are not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Commission notes that the Exchange’s proposal would impose additional requirements for its listed issuers, beyond those contained in its existing listing rules. Specifically, the proposal would require issuers to adopt and publish certain Policies that are consistent with the Principles articulated in the proposed rule. The Exchange has represented that it will enforce the provisions of the proposed rule by ensuring that each LTSE-Listed Issuer has addressed all of the elements enumerated in each of the Policies, 9 See note 4, supra. CII Letter at 2. 11 15 U.S.C. 78f. 12 15 U.S.C. 78f(b). In approving this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 13 15 U.S.C. 78f(b)(5). 10 See VerDate Sep<11>2014 19:12 Aug 26, 2019 Jkt 247001 consistent with the Principles, and has made the Policies publicly available without cost. Based on the foregoing, the Commission finds that the proposed rule change is consistent with the Act. IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,14 that the proposed rule change (SR–LTSE–2019– 01) is approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–18381 Filed 8–26–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–86723; File No. SR–BOX– 2019–24] Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Rule 7600 August 21, 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 August 19, 2019, BOX Exchange LLC (‘‘BOX’’ 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 self-regulatory organization. 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 Rule 7600 to extend split-price functionality to Complex QOO Orders on the BOX Trading Floor. The text of the proposed rule change is available from the principal office of the Exchange, at the Commission’s Public Reference Room and also on the Exchange’s internet website at https:// boxoptions.com. 14 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 15 17 PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 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 these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose In March 2018, the Exchange adopted rules that allowed for split-price transactions for Qualified Open Outcry (‘‘QOO’’) Orders on the BOX Trading Floor.3 The Exchange now proposes to extend this functionality to Complex QOO Orders on the BOX Trading Floor. The Exchange believes the proposed change is reasonable as split-price functionality applies to complex orders at another exchange with a physical trading floor.4 Background The industry first recognized the complexity of the split-price order in 2005 when Nasdaq Phlx, LLC (‘‘Phlx’’) filed to create an exception from existing priority rules for spit-price orders.5 The purpose behind the split3 See Securities Exchange Act Release No. 82891 (March 16, 2018), 83 FR 12627 (March 22, 2018)(Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Rule 7600(i) To Allow Split-Price Transactions on the BOX Trading Floor)(‘‘Approval Order’’). 4 See Nasdaq PHLX LLC (‘‘Phlx’’) Floor Trading Rules Section 22(a)(2)(D)(ii). On Phlx, split price functionality for complex and multi-leg orders are allowed on the trading floor, but due to Phlx system limitations, require manual calculation. Under this proposal, BOX is not requiring split price complex orders and multi-leg orders to be manually calculated, as the BOX system has the functionality to process these orders. Further, on Phlx, complex and multi-leg orders that qualify for the exception in Phlx Section 22(a)(2)(D) are afforded the priority provision in Phlx Floor Allocation Section 25(a)(2). The Exchange notes that this priority provision on Phlx is similar to BOX’s split price priority provision detailed in BOX Rule 7600(i)(2). As such, the Exchange believes that the proposed change to expand split price priority to Complex QOO Orders and multi-leg QOO Orders on the Exchange is appropriate as another options exchange currently has a similar offering in place. 5 See Securities Exchange Act Release No. 51820 (June 10, 2005), 70 FR 35759 (June 21, 2005) (SR– Phlx–2005–028) (pilot approval). See also E:\FR\FM\27AUN1.SGM 27AUN1 Federal Register / Vol. 84, No. 166 / Tuesday, August 27, 2019 / Notices price priority exception was ‘‘to bring about the execution of large orders, which by virtue of their size and the need to execute them at multiple prices may be difficult to execute without a limited exception to the priority rules.’’ 6 The proposed exception allows a Participant effecting a trade that betters the market to have priority on the balance of that trade at the next pricing increment, even if there are orders in the book at the same price. BOX adopted rules for split-price transactions on the BOX Trading Floor in March 2018.7 BOX’s split-price priority rules are only available for Qualified Open Outcry (‘‘QOO’’) Orders and are not available for Complex Orders. jspears on DSK3GMQ082PROD with NOTICES Proposal The Exchange now proposes to extend the split-price priority functionality to Complex QOO Orders 8 on the BOX Trading Floor. BOX Rule 7600(i)(1) details current priority principles for single leg splitprice transactions of less than 100 contracts occurring in open outcry on the Trading Floor. Generally, under BOX Rule 7600(i)(1), if an order or offer (bid) for any number of contracts of a series is represented to the trading crowd, a Floor Participant that buys (sells) one or more contracts of that order or offer (bid) at one price will have priority over all other orders and quotes, except Public Customer Orders resting in the BOX Book, to buy (sell) up to the same number of contracts of those remaining from the same order or offer (bid) at the next lower (higher) price. The Exchange proposes to allow the above priority principles for split-price transactions for Complex QOO Orders and multi-leg QOO Orders with less than 100 contracts on the BOX Trading Floor. Specifically, the Exchange proposes to add Rule 7600(i)(1)(i) which states that if an order or offer (bid) for any number of units of a Complex QOO Order or multi-leg QOO order is represented to the trading crowd, a Floor Participant that buys (sells) one or more units of Securities Exchange Act Release No. 55993 (June 29, 2007), 72 FR 37301 (July 9, 2007) (SR–Phlx– 2007–044) (permanent approval). 6 See Securities Exchange Act Release No. 51820 (June 10, 2005), 70 FR 35759 (June 21, 2005) (SR– Phlx–2005–028). 7 See Securities Exchange Act Release No. 82891 (March 18, 2018), 83 FR 12627 (March 22, 2018) (SR–BOX–2019–36). 8 The Exchange also proposes to extend splitprice priority functionality to multi-leg QOO Orders on the BOX Trading Floor. Multi-leg QOO Orders are the same as Complex QOO Orders except for the ratio restrictions. See Securities Exchange Act Release No. 85052 (February 5, 2019), 84 FR 3265 (February 11, 2019) (SR–BOX–2019–01). VerDate Sep<11>2014 19:12 Aug 26, 2019 Jkt 247001 that order or offer (bid) at one price will have priority over all other orders and quotes, except Public Customer Orders resting in the BOX Book or Complex Order Book, to buy (sell) up to the same number of units of those remaining from the same order or offer (bid) at the next lower (higher) price. The Exchange notes that the proposed language is substantially similar to the current language of Rule 7600(i)(1), except the proposed provision governs Complex QOO Orders and multi-leg QOO orders of less than 100 units. The Exchange believes that the proposal to extend the split-price priority detailed in Rule 7600(i)(1) to Complex QOO Orders and multi-leg QOO orders of less than 100 units is reasonable and consistent with the Act. As stated herein, the Commission has recognized the importance of split-price trades because they permit the execution of large blocks, even permitting a limited exception to priority rules. As such, due to the nature and complexity of Complex QOO Order and multi-leg QOO orders and the occasional need to execute these orders at sub-increment prices, the Exchange believes that extending split-price functionality to these orders is appropriate. For example, assume a Floor Broker is looking to execute a split price Complex QOO Order at a price of 2.005 in strategy A+B for 50. Assume a Floor Market Maker is willing to sell 25 units at $2.00 provided that he can also sell the remaining 25 units at $2.01. Under the proposed change, that Floor Market Maker could offer $2.00 for 25 units and then, by virtue of the proposed splitprice priority, he will have priority for the balance of the order (up to 25 units) over all other Participants, except Public Customer Orders resting on the BOX Book or Complex Order Book. The Floor Broker will enter strategy A+B for 50 at a price of $2.005. The system will then split the QOO Order. The first transaction will be for 25 units at $2.00. The second transaction will be for 25 units at $2.01, the next best price for the Floor Broker [sic] customer. The Floor Market Maker (i.e., the contra-side of the QOO Order) would have priority over all other Participants to sell the 25 contracts at $2.01, except Public Customer Orders resting on the BOX Book or Complex Order Book. The Floor Broker’s customer will receive a net purchase price of $2.005 for 50 contracts,9 which is the price that the 9 The Floor Broker’s customer would receive 25 contracts at $1.00 and 25 contracts at $1.01. The net price that the customer paid for the contracts would be $2.005 ((25 * $2.00 + 25 * $2.01)/50)). PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 44955 Floor Broker entered when submitting the QOO Order. Proposed Rule 7600(i)(3) details splitprice priority for Complex QOO Orders or offers (bids) and multi-leg QOO Orders or offers (bids) of 100 or more units. If an order or offer (bid) of 100 or more units of a Complex QOO Order or multi-leg QOO Order is represented to the trading crowd, a Floor Participant that buys (sells) 50 or more of the units of that Complex QOO Order or offer (bid) or multi-leg QOO Order of offer (bid) at one price will have priority over all other orders and quotes to buy (sell) up to the same number of units of those remaining from the same order or offer (bid) at the next lower (higher) price. The incoming Complex QOO Order or multi-leg QOO order will have priority over all orders and quotes on the BOX Book and Complex Order Book. In order for a Floor Participant to avail himself to split-price priority pursuant to BOX Rule 7600(i)(3) for Complex QOO Orders or multi-leg QOO Orders, there are certain requirements. First, the priority is available for open outcry transactions only (i.e., QOO Orders). The Floor Participant must make its bid (offer) at the next lower (higher) price for the second (or later) transaction at the same time as the first bid (offer) or promptly following the announcement of the first (or earlier) transaction. The second (or later) purchase (sale) must represent the opposite side of a transaction with the same order or offer (bid) as the first (or earlier) purchase (sale). For example, assume a Floor Broker is looking to execute a split price Complex QOO Order at a price of 2.005 in strategy A+B for 100. Assume there is a resting Public Customer order to buy leg A at 1.00 and a resting Public Customer order to sell leg A at 1.01. Leg B has a resting Public Customer Order to buy at 1.00 and no resting orders to sell Leg B. The order would be split into 50 A+B at 2.01 and 50 A+B at 2.00 for a net price of 2.005 for the strategy. The strategy order for 50 A+B at 2.00 is permitted because the order is for at least 100 contracts, and the Floor Broker executed 50 contracts at the first price (i.e., 2.01) giving the Floor Broker priority at the second price (i.e., 2.00). The following executions would be reported: 50 Leg A at 1.00, 50 Leg A at 1.00, 50 Leg B at 1.00, and 50 Leg B at 1.01. The Exchange further proposes that if the width of the quote is $0.01, and both the bid and offer represent Public Customer Orders resting in the BOX Book and/or Complex Order Book, splitprice priority pursuant to proposed Rule 7600(i)(3) is not available to a Floor E:\FR\FM\27AUN1.SGM 27AUN1 44956 Federal Register / Vol. 84, No. 166 / Tuesday, August 27, 2019 / Notices Participant until the Public Customer Order(s) resting in the BOX Book and/ or Complex Order Book on either side of the market trades.10 This exception is consistent with the Exchange’s allocation and priority rules, which provide for Public Customer Orders to have priority at the best price in open outcry over QOO Orders.11 For example, assume a Floor Broker is looking to execute a split price Complex QOO Order at a price of 2.013 in strategy A+B for 100. Assume there is a resting Market Maker order to buy A+B at 2.01 for 50 and a resting Public Customer order to buy A+B at 2.01 for 40 resting behind it. Assume there is a resting Public Customer Order to sell at 2.02 for 1. The order would be split into 70 A+B at 2.01 and 30 A+B at 2.02 for a net price of 2.013 for the strategy. Further, assume the Floor Broker provides a book sweep size 12 of 100 contracts. Because the initiating side’s quantity (30) is smaller than the required 50 contracts pursuant to proposed rule 7600(i)(3), the initiating side does not have priority over Public Customer orders on the BOX Book (the initiating side does, however, have priority over non-Public Customer orders on the BOX Book pursuant to BOX Rule 7600(i)(1)). As such, the initiating side would sweep the Public Customer order on the BOX Book up to the quantity of their first price (30) at $2.01. The initiating side would then sweep the remaining 40 Market Maker contracts on the BOX Book at $2.01. Because there are remaining Public Customer orders on both sides of the bid and offer for the strategy, the Complex QOO Order is rejected. The Exchange also proposes that if the width of the quote for a series is $0.01, and both the bid and offer represent Implied Orders on both sides of the BOX BBO, split-price priority pursuant to this rule is not available until the Implied Orders on either side of the market trades. For example, assume a Floor Broker is looking to execute a split price Complex QOO Order at a price of 2.005 in strategy A+B for 100. Assume there is a resting Public Customer order to buy leg 10 See proposed Rule 7600(i)(3)(i). Rule 7600 (c) and (d). 12 The book sweep size is the number of contracts, if any, of the initiating side of the QOO Order that the Floor Broker is willing to relinquish to orders and quotes on the BOX Book that have priority pursuant to Rule 7600(d)(1) and (2). If the number of contracts on the BOX Book that have priority over the contra-side order is greater than the book sweep size, then the QOO Order will be rejected. If the number of contracts on the BOX Book that have priority over the contra-side order is less than or equal to the book sweep size, then the QOO Order will execute. See BOX Rule 7600(h). jspears on DSK3GMQ082PROD with NOTICES 11 See VerDate Sep<11>2014 19:12 Aug 26, 2019 Jkt 247001 A at 1.00 and a resting Public Customer order to sell leg A at 1.01. Leg B has a resting Public Customer Order to buy at 1.00 and a resting Market Maker Order to sell leg B at 1.01. The order would be split into 50 A+B at 2.01 and 50 A+B at 2.00 for a net price of 2.005 for the strategy. The strategy order for 50 A+B at 2.00 is not permitted because there is an Implied Order to buy A+B at 2.00. Additionally, a strategy order for 50 A+B at 2.01 would also not be permitted because of the Implied Order to sell A+B at 2.01. Therefore, the system will reject the Complex QOO Order entered at 2.005. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 13 in general, and furthers the objectives of Section 6(b)(5) of the Act 14 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. In particular, the Exchange believes the proposed rule change is appropriate as split-price functionality exists on another options exchange with a physical trading floor.15 The Exchange believes that allowing split-price priority pursuant to BOX Rule 7600(i)(1)(i) and BOX Rule 7600(i)(3) is reasonable and appropriate as the proposal is similar in operation to the current Complex Order priority exception 16 under the Exchange rules. This exception (which is established in the rules of many options exchanges) was intended to facilitate the trade of complex orders, which by virtue of their multi-legged composition could be more difficult to trade without a limited exception to the priority rule for one of the legs. The purpose behind the proposed split price priority for Complex QOO Orders and multi-leg QOO Orders is the same—to facilitate the execution of large orders, which by virtue of their size, multi-legged composition and the need to execute them at multiple prices may be difficult to execute without a limited exception to the priority rules. The proposed extension of the split-price priority rule 13 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 15 See supra note 4. 16 See BOX Rule 7240(b)(2). A Complex Order may be executed at a net credit or debit price with one other Participant; provided, however, that the price of at least one leg of the Complex Order must trade at a price that is better than the corresponding bid or offer in the market place by at least one minimum trading increment. 14 15 PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 to Complex QOO Orders and multi-leg QOO Orders will operate in the same manner as the complex order exception by allowing a Participant effecting a trade that betters the market to have priority on the balance of that trade at the next pricing increment even if there are orders in the book at the same price. The proposed change is designed to induce Floor Participants to bid (offer) at better prices for an order or offer (bid) that may require execution at multiple prices (such as larger complex orders), which will result in a better average price for the originating Floor Participant (or its customer). The Exchange believes that the proposal should lead to more aggressive quoting of Complex QOO Orders and multi-leg QOO Orders by Floor Participants, which in turn could lead to better executions for market participants. A Floor Participant might be willing to trade at a better price for a portion of a Complex QOO Order or multi-leg QOO Order if he were assured of trading with the balance of the order at the next pricing increment. As a result, Floor Brokers representing Complex QOO Orders or multi-leg QOO Orders in the trading crowd might receive better-priced executions. As such, the Exchange believes that the proposed rule change will encourage Participants on BOX’s Trading Floor to bid or offer better prices, thus creating more opportunities for price improvement, which ultimately enhances competition. Lastly, as discussed above, the Exchange notes that the proposed change is similar to functionality that exists at another options exchange with an open outcry trading floor.17 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. The Exchange believes that the proposal will allow it to compete with other floorbased exchanges and help the Exchange’s Floor Brokers compete with floor brokers on other options exchanges by accommodating another type of complicated order. Further, the Exchange believes that the proposed changes will not impose any burden on intramarket competition as the proposed functionality is available to all Floor Participants who wish to execute a split price Complex QOO Order or multi-leg QOO Order on the BOX Trading Floor. 17 See E:\FR\FM\27AUN1.SGM supra note 4. 27AUN1 Federal Register / Vol. 84, No. 166 / Tuesday, August 27, 2019 / Notices C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– BOX–2019–24 on the subject line. jspears on DSK3GMQ082PROD with NOTICES Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–BOX–2019–24. 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 VerDate Sep<11>2014 19:12 Aug 26, 2019 Jkt 247001 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–BOX–2019–24 and should be submitted on or before September 17, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–18380 Filed 8–26–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–86724; File No. SRCboeBZX–2019–075] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Rule 14.11(i) Relating to Generic Listing Standards for Managed Fund Shares 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 August 7, 2019, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act and Rule 19b–4(f)(6) thereunder.3 On August 20, 2019, the Exchange filed Amendment No. 1 to the proposed rule 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii); 17 CFR 240.19b– 4(f)(6). 1 15 Frm 00116 Fmt 4703 change.4 The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes a rule change to Rule 14.11(i), (‘‘Managed Fund Shares’’) specifically relating to generic listing standards for Managed Fund Shares applicable to holdings in fixed income securities. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/bzx/), at the Exchange’s Office of the Secretary, 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 August 21, 2019. PO 00000 44957 Sfmt 4703 Rule 14.11(i), Managed Fund Shares, sets forth generic listing standards for listing and trading of Managed Fund Shares on the Exchange.5 The Exchange specifically proposes to amend Rule 14.11(i)(4)(C)(ii)(e), as described below in a manner substantively identical to a proposal that has already been approved by the Commission.6 4 In Amendment No. 1, the Exchange amended Item 2(a) of the proposed rule change to state that ‘‘The Exchange’s President (or designee) pursuant to delegated authority approved the proposed rule change on August 7, 2019.’’ 5 The Commission approved Rule 14.11(i) in Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR– BATS–2011–018) and subsequently approved generic listing standards for Managed Fund Shares under Rule 14.11(i) in Securities Exchange Act Release No. 78396 (July 22, 2016), 81 FR 49698 (July 28, 2016) (SR–BATS–2015–100). 6 See Securities Exchange Act Release No. 86017 (June 3, 2019), 84 FR 26711 (June 7, 2019) (SR– E:\FR\FM\27AUN1.SGM Continued 27AUN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 84, Number 166 (Tuesday, August 27, 2019)]
[Notices]
[Pages 44954-44957]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-18380]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86723; File No. SR-BOX-2019-24]


Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
of Proposed Rule Change To Amend Rule 7600

August 21, 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 August 19, 2019, BOX Exchange LLC (``BOX'' 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 self-regulatory organization. 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 7600 to extend split-price 
functionality to Complex QOO Orders on the BOX Trading Floor. The text 
of the proposed rule change is available from the principal office of 
the Exchange, at the Commission's Public Reference Room and also on the 
Exchange's internet website at https://boxoptions.com.

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

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

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

1. Purpose
    In March 2018, the Exchange adopted rules that allowed for split-
price transactions for Qualified Open Outcry (``QOO'') Orders on the 
BOX Trading Floor.\3\ The Exchange now proposes to extend this 
functionality to Complex QOO Orders on the BOX Trading Floor. The 
Exchange believes the proposed change is reasonable as split-price 
functionality applies to complex orders at another exchange with a 
physical trading floor.\4\
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    \3\ See Securities Exchange Act Release No. 82891 (March 16, 
2018), 83 FR 12627 (March 22, 2018)(Notice of Filing of Amendment 
No. 1 and Order Granting Accelerated Approval of a Proposed Rule 
Change, as Modified by Amendment No. 1, To Adopt Rule 7600(i) To 
Allow Split-Price Transactions on the BOX Trading Floor)(``Approval 
Order'').
    \4\ See Nasdaq PHLX LLC (``Phlx'') Floor Trading Rules Section 
22(a)(2)(D)(ii). On Phlx, split price functionality for complex and 
multi-leg orders are allowed on the trading floor, but due to Phlx 
system limitations, require manual calculation. Under this proposal, 
BOX is not requiring split price complex orders and multi-leg orders 
to be manually calculated, as the BOX system has the functionality 
to process these orders. Further, on Phlx, complex and multi-leg 
orders that qualify for the exception in Phlx Section 22(a)(2)(D) 
are afforded the priority provision in Phlx Floor Allocation Section 
25(a)(2). The Exchange notes that this priority provision on Phlx is 
similar to BOX's split price priority provision detailed in BOX Rule 
7600(i)(2). As such, the Exchange believes that the proposed change 
to expand split price priority to Complex QOO Orders and multi-leg 
QOO Orders on the Exchange is appropriate as another options 
exchange currently has a similar offering in place.
---------------------------------------------------------------------------

Background
    The industry first recognized the complexity of the split-price 
order in 2005 when Nasdaq Phlx, LLC (``Phlx'') filed to create an 
exception from existing priority rules for spit-price orders.\5\ The 
purpose behind the split-

[[Page 44955]]

price priority exception was ``to bring about the execution of large 
orders, which by virtue of their size and the need to execute them at 
multiple prices may be difficult to execute without a limited exception 
to the priority rules.'' \6\ The proposed exception allows a 
Participant effecting a trade that betters the market to have priority 
on the balance of that trade at the next pricing increment, even if 
there are orders in the book at the same price.
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 51820 (June 10, 
2005), 70 FR 35759 (June 21, 2005) (SR-Phlx-2005-028) (pilot 
approval). See also Securities Exchange Act Release No. 55993 (June 
29, 2007), 72 FR 37301 (July 9, 2007) (SR-Phlx-2007-044) (permanent 
approval).
    \6\ See Securities Exchange Act Release No. 51820 (June 10, 
2005), 70 FR 35759 (June 21, 2005) (SR-Phlx-2005-028).
---------------------------------------------------------------------------

    BOX adopted rules for split-price transactions on the BOX Trading 
Floor in March 2018.\7\ BOX's split-price priority rules are only 
available for Qualified Open Outcry (``QOO'') Orders and are not 
available for Complex Orders.
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 82891 (March 18, 
2018), 83 FR 12627 (March 22, 2018) (SR-BOX-2019-36).
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Proposal
    The Exchange now proposes to extend the split-price priority 
functionality to Complex QOO Orders \8\ on the BOX Trading Floor.
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    \8\ The Exchange also proposes to extend split-price priority 
functionality to multi-leg QOO Orders on the BOX Trading Floor. 
Multi-leg QOO Orders are the same as Complex QOO Orders except for 
the ratio restrictions. See Securities Exchange Act Release No. 
85052 (February 5, 2019), 84 FR 3265 (February 11, 2019) (SR-BOX-
2019-01).
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    BOX Rule 7600(i)(1) details current priority principles for single 
leg split-price transactions of less than 100 contracts occurring in 
open outcry on the Trading Floor. Generally, under BOX Rule 7600(i)(1), 
if an order or offer (bid) for any number of contracts of a series is 
represented to the trading crowd, a Floor Participant that buys (sells) 
one or more contracts of that order or offer (bid) at one price will 
have priority over all other orders and quotes, except Public Customer 
Orders resting in the BOX Book, to buy (sell) up to the same number of 
contracts of those remaining from the same order or offer (bid) at the 
next lower (higher) price. The Exchange proposes to allow the above 
priority principles for split-price transactions for Complex QOO Orders 
and multi-leg QOO Orders with less than 100 contracts on the BOX 
Trading Floor.
    Specifically, the Exchange proposes to add Rule 7600(i)(1)(i) which 
states that if an order or offer (bid) for any number of units of a 
Complex QOO Order or multi-leg QOO order is represented to the trading 
crowd, a Floor Participant that buys (sells) one or more units of that 
order or offer (bid) at one price will have priority over all other 
orders and quotes, except Public Customer Orders resting in the BOX 
Book or Complex Order Book, to buy (sell) up to the same number of 
units of those remaining from the same order or offer (bid) at the next 
lower (higher) price. The Exchange notes that the proposed language is 
substantially similar to the current language of Rule 7600(i)(1), 
except the proposed provision governs Complex QOO Orders and multi-leg 
QOO orders of less than 100 units.
    The Exchange believes that the proposal to extend the split-price 
priority detailed in Rule 7600(i)(1) to Complex QOO Orders and multi-
leg QOO orders of less than 100 units is reasonable and consistent with 
the Act. As stated herein, the Commission has recognized the importance 
of split-price trades because they permit the execution of large 
blocks, even permitting a limited exception to priority rules. As such, 
due to the nature and complexity of Complex QOO Order and multi-leg QOO 
orders and the occasional need to execute these orders at sub-increment 
prices, the Exchange believes that extending split-price functionality 
to these orders is appropriate.
    For example, assume a Floor Broker is looking to execute a split 
price Complex QOO Order at a price of 2.005 in strategy A+B for 50. 
Assume a Floor Market Maker is willing to sell 25 units at $2.00 
provided that he can also sell the remaining 25 units at $2.01. Under 
the proposed change, that Floor Market Maker could offer $2.00 for 25 
units and then, by virtue of the proposed split-price priority, he will 
have priority for the balance of the order (up to 25 units) over all 
other Participants, except Public Customer Orders resting on the BOX 
Book or Complex Order Book. The Floor Broker will enter strategy A+B 
for 50 at a price of $2.005. The system will then split the QOO Order. 
The first transaction will be for 25 units at $2.00. The second 
transaction will be for 25 units at $2.01, the next best price for the 
Floor Broker [sic] customer. The Floor Market Maker (i.e., the contra-
side of the QOO Order) would have priority over all other Participants 
to sell the 25 contracts at $2.01, except Public Customer Orders 
resting on the BOX Book or Complex Order Book. The Floor Broker's 
customer will receive a net purchase price of $2.005 for 50 
contracts,\9\ which is the price that the Floor Broker entered when 
submitting the QOO Order.
---------------------------------------------------------------------------

    \9\ The Floor Broker's customer would receive 25 contracts at 
$1.00 and 25 contracts at $1.01. The net price that the customer 
paid for the contracts would be $2.005 ((25 * $2.00 + 25 * $2.01)/
50)).
---------------------------------------------------------------------------

    Proposed Rule 7600(i)(3) details split-price priority for Complex 
QOO Orders or offers (bids) and multi-leg QOO Orders or offers (bids) 
of 100 or more units. If an order or offer (bid) of 100 or more units 
of a Complex QOO Order or multi-leg QOO Order is represented to the 
trading crowd, a Floor Participant that buys (sells) 50 or more of the 
units of that Complex QOO Order or offer (bid) or multi-leg QOO Order 
of offer (bid) at one price will have priority over all other orders 
and quotes to buy (sell) up to the same number of units of those 
remaining from the same order or offer (bid) at the next lower (higher) 
price. The incoming Complex QOO Order or multi-leg QOO order will have 
priority over all orders and quotes on the BOX Book and Complex Order 
Book.
    In order for a Floor Participant to avail himself to split-price 
priority pursuant to BOX Rule 7600(i)(3) for Complex QOO Orders or 
multi-leg QOO Orders, there are certain requirements. First, the 
priority is available for open outcry transactions only (i.e., QOO 
Orders). The Floor Participant must make its bid (offer) at the next 
lower (higher) price for the second (or later) transaction at the same 
time as the first bid (offer) or promptly following the announcement of 
the first (or earlier) transaction. The second (or later) purchase 
(sale) must represent the opposite side of a transaction with the same 
order or offer (bid) as the first (or earlier) purchase (sale).
    For example, assume a Floor Broker is looking to execute a split 
price Complex QOO Order at a price of 2.005 in strategy A+B for 100. 
Assume there is a resting Public Customer order to buy leg A at 1.00 
and a resting Public Customer order to sell leg A at 1.01. Leg B has a 
resting Public Customer Order to buy at 1.00 and no resting orders to 
sell Leg B. The order would be split into 50 A+B at 2.01 and 50 A+B at 
2.00 for a net price of 2.005 for the strategy. The strategy order for 
50 A+B at 2.00 is permitted because the order is for at least 100 
contracts, and the Floor Broker executed 50 contracts at the first 
price (i.e., 2.01) giving the Floor Broker priority at the second price 
(i.e., 2.00). The following executions would be reported: 50 Leg A at 
1.00, 50 Leg A at 1.00, 50 Leg B at 1.00, and 50 Leg B at 1.01.
    The Exchange further proposes that if the width of the quote is 
$0.01, and both the bid and offer represent Public Customer Orders 
resting in the BOX Book and/or Complex Order Book, split-price priority 
pursuant to proposed Rule 7600(i)(3) is not available to a Floor

[[Page 44956]]

Participant until the Public Customer Order(s) resting in the BOX Book 
and/or Complex Order Book on either side of the market trades.\10\ This 
exception is consistent with the Exchange's allocation and priority 
rules, which provide for Public Customer Orders to have priority at the 
best price in open outcry over QOO Orders.\11\
---------------------------------------------------------------------------

    \10\ See proposed Rule 7600(i)(3)(i).
    \11\ See Rule 7600 (c) and (d).
---------------------------------------------------------------------------

    For example, assume a Floor Broker is looking to execute a split 
price Complex QOO Order at a price of 2.013 in strategy A+B for 100. 
Assume there is a resting Market Maker order to buy A+B at 2.01 for 50 
and a resting Public Customer order to buy A+B at 2.01 for 40 resting 
behind it. Assume there is a resting Public Customer Order to sell at 
2.02 for 1. The order would be split into 70 A+B at 2.01 and 30 A+B at 
2.02 for a net price of 2.013 for the strategy. Further, assume the 
Floor Broker provides a book sweep size \12\ of 100 contracts. Because 
the initiating side's quantity (30) is smaller than the required 50 
contracts pursuant to proposed rule 7600(i)(3), the initiating side 
does not have priority over Public Customer orders on the BOX Book (the 
initiating side does, however, have priority over non-Public Customer 
orders on the BOX Book pursuant to BOX Rule 7600(i)(1)). As such, the 
initiating side would sweep the Public Customer order on the BOX Book 
up to the quantity of their first price (30) at $2.01. The initiating 
side would then sweep the remaining 40 Market Maker contracts on the 
BOX Book at $2.01. Because there are remaining Public Customer orders 
on both sides of the bid and offer for the strategy, the Complex QOO 
Order is rejected.
---------------------------------------------------------------------------

    \12\ The book sweep size is the number of contracts, if any, of 
the initiating side of the QOO Order that the Floor Broker is 
willing to relinquish to orders and quotes on the BOX Book that have 
priority pursuant to Rule 7600(d)(1) and (2). If the number of 
contracts on the BOX Book that have priority over the contra-side 
order is greater than the book sweep size, then the QOO Order will 
be rejected. If the number of contracts on the BOX Book that have 
priority over the contra-side order is less than or equal to the 
book sweep size, then the QOO Order will execute. See BOX Rule 
7600(h).
---------------------------------------------------------------------------

    The Exchange also proposes that if the width of the quote for a 
series is $0.01, and both the bid and offer represent Implied Orders on 
both sides of the BOX BBO, split-price priority pursuant to this rule 
is not available until the Implied Orders on either side of the market 
trades.
    For example, assume a Floor Broker is looking to execute a split 
price Complex QOO Order at a price of 2.005 in strategy A+B for 100. 
Assume there is a resting Public Customer order to buy leg A at 1.00 
and a resting Public Customer order to sell leg A at 1.01. Leg B has a 
resting Public Customer Order to buy at 1.00 and a resting Market Maker 
Order to sell leg B at 1.01. The order would be split into 50 A+B at 
2.01 and 50 A+B at 2.00 for a net price of 2.005 for the strategy. The 
strategy order for 50 A+B at 2.00 is not permitted because there is an 
Implied Order to buy A+B at 2.00. Additionally, a strategy order for 50 
A+B at 2.01 would also not be permitted because of the Implied Order to 
sell A+B at 2.01. Therefore, the system will reject the Complex QOO 
Order entered at 2.005.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \13\ in general, and furthers the objectives of Section 
6(b)(5) of the Act \14\ 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. In particular, the Exchange believes the proposed rule change 
is appropriate as split-price functionality exists on another options 
exchange with a physical trading floor.\15\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
    \15\ See supra note 4.
---------------------------------------------------------------------------

    The Exchange believes that allowing split-price priority pursuant 
to BOX Rule 7600(i)(1)(i) and BOX Rule 7600(i)(3) is reasonable and 
appropriate as the proposal is similar in operation to the current 
Complex Order priority exception \16\ under the Exchange rules. This 
exception (which is established in the rules of many options exchanges) 
was intended to facilitate the trade of complex orders, which by virtue 
of their multi-legged composition could be more difficult to trade 
without a limited exception to the priority rule for one of the legs. 
The purpose behind the proposed split price priority for Complex QOO 
Orders and multi-leg QOO Orders is the same--to facilitate the 
execution of large orders, which by virtue of their size, multi-legged 
composition and the need to execute them at multiple prices may be 
difficult to execute without a limited exception to the priority rules. 
The proposed extension of the split-price priority rule to Complex QOO 
Orders and multi-leg QOO Orders will operate in the same manner as the 
complex order exception by allowing a Participant effecting a trade 
that betters the market to have priority on the balance of that trade 
at the next pricing increment even if there are orders in the book at 
the same price.
---------------------------------------------------------------------------

    \16\ See BOX Rule 7240(b)(2). A Complex Order may be executed at 
a net credit or debit price with one other Participant; provided, 
however, that the price of at least one leg of the Complex Order 
must trade at a price that is better than the corresponding bid or 
offer in the market place by at least one minimum trading increment.
---------------------------------------------------------------------------

    The proposed change is designed to induce Floor Participants to bid 
(offer) at better prices for an order or offer (bid) that may require 
execution at multiple prices (such as larger complex orders), which 
will result in a better average price for the originating Floor 
Participant (or its customer).
    The Exchange believes that the proposal should lead to more 
aggressive quoting of Complex QOO Orders and multi-leg QOO Orders by 
Floor Participants, which in turn could lead to better executions for 
market participants. A Floor Participant might be willing to trade at a 
better price for a portion of a Complex QOO Order or multi-leg QOO 
Order if he were assured of trading with the balance of the order at 
the next pricing increment. As a result, Floor Brokers representing 
Complex QOO Orders or multi-leg QOO Orders in the trading crowd might 
receive better-priced executions. As such, the Exchange believes that 
the proposed rule change will encourage Participants on BOX's Trading 
Floor to bid or offer better prices, thus creating more opportunities 
for price improvement, which ultimately enhances competition.
    Lastly, as discussed above, the Exchange notes that the proposed 
change is similar to functionality that exists at another options 
exchange with an open outcry trading floor.\17\
---------------------------------------------------------------------------

    \17\ See supra note 4.
---------------------------------------------------------------------------

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. The Exchange believes that the 
proposal will allow it to compete with other floor-based exchanges and 
help the Exchange's Floor Brokers compete with floor brokers on other 
options exchanges by accommodating another type of complicated order. 
Further, the Exchange believes that the proposed changes will not 
impose any burden on intramarket competition as the proposed 
functionality is available to all Floor Participants who wish to 
execute a split price Complex QOO Order or multi-leg QOO Order on the 
BOX Trading Floor.

[[Page 44957]]

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

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BOX-2019-24 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BOX-2019-24. 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-BOX-2019-24 and should be submitted on 
or before September 17, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-18380 Filed 8-26-19; 8:45 am]
BILLING CODE 8011-01-P

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