Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Rules Regarding the Automated Improvement Mechanism and Solicitation Auction Mechanism for Flexible Exchange Options, and Move Those Rules From the Currently Effective Rulebook to the Shell Structure for the Exchange's Rulebook That Will Become Effective Upon the Migration of the Exchange's Trading Platform to the Same System Used by the Cboe Affiliated Exchanges, 54659-54671 [2019-22157]
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Federal Register / Vol. 84, No. 197 / Thursday, October 10, 2019 / Notices
19(b)(3)(A) of the Act 28 and
subparagraph (f)(6) of Rule 19b–4
thereunder.29
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 30 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 31
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has
requested that the Commission waive
the 30-day operative delay. The
Commission notes that waiver of the
operative delay would allow the
Exchange to effect the changes to its
Rulebook and By-Laws, which would
eliminate obsolete provisions in the
Exchange’s Rulebook and better align
provisions in the Exchange’s By-Laws
with those in the By-Laws of its
affiliates, in time for the Exchange
Board meeting on September 25, 2019.
The Commission believes that waiver of
the 30-day operative delay is consistent
with the protection of investors and the
public interest. Accordingly, the
Commission hereby waives the
operative delay and designates the
proposed rule change operative upon
filing.32
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
28 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
30 17 CFR 240.19b–4(f)(6).
31 17 CFR 240.19b–4(f)(6)(iii).
32 For purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
29 17
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Comments may be submitted by any of
the following methods:
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
[Release No. 34–87237; File No. SR–CBOE–
2019–093]
• 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–
GEMX–2019–14 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–GEMX–2019–14. 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–GEMX–2019–14 and
should be submitted on or before
October 31, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.33
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–22141 Filed 10–9–19; 8:45 am]
BILLING CODE 8011–01–P
33 17
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October 4, 2019.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b-4 thereunder,2
notice is hereby given that on October
4, 2019, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
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 ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
thereunder.4 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
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to amend
the Exchange’s Rules regarding the
automated improvement mechanism
(‘‘AIM’’) and solicitation auction
mechanism (‘‘SAM’’) for flexible
exchange options (‘‘FLEX Options’’)
(‘‘FLEX AIM’’ and ‘‘FLEX SAM,’’
respectively) and moves those Rules
from the currently effective Rulebook
(‘‘current Rulebook’’) to the shell
structure for the Exchange’s Rulebook
that will become effective upon the
migration of the Exchange’s trading
platform to the same system used by the
Cboe Affiliated Exchanges (as defined
below) (‘‘shell Rulebook’’). The text of
the proposed rule change is provided in
Exhibit 5.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
2 17
CFR 200.30–3(a)(12).
Frm 00075
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the
Exchange’s Rules Regarding the
Automated Improvement Mechanism
and Solicitation Auction Mechanism
for Flexible Exchange Options, and
Move Those Rules From the Currently
Effective Rulebook to the Shell
Structure for the Exchange’s Rulebook
That Will Become Effective Upon the
Migration of the Exchange’s Trading
Platform to the Same System Used by
the Cboe Affiliated Exchanges
Sfmt 4703
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54660
Federal Register / Vol. 84, No. 197 / Thursday, October 10, 2019 / Notices
The text of the proposed rule change
is also available on the Exchange’s
website (https://www.cboe.com/
AboutCBOE/
CBOELegalRegulatoryHome.aspx), 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
In 2016, the Exchange’s parent
company, Cboe Global Markets, Inc.
(formerly named CBOE Holdings, Inc.)
(‘‘Cboe Global’’), which is also the
parent company of Cboe C2 Exchange,
Inc. (‘‘C2’’), acquired Cboe EDGA
Exchange, Inc. (‘‘EDGA’’), Cboe EDGX
Exchange, Inc. (‘‘EDGX’’ or ‘‘EDGX
Options’’), Cboe BZX Exchange, Inc.
(‘‘BZX’’ or ‘‘BZX Options’’), and Cboe
BYX Exchange, Inc. (‘‘BYX’’ and,
together with Cboe Options, C2, EDGX,
EDGA, and BZX, the ‘‘Cboe Affiliated
Exchanges’’). The Cboe Affiliated
Exchanges are working to align certain
system functionality, retaining only
intended differences between the Cboe
Affiliated Exchanges, in the context of a
technology migration. Cboe Options
intends to migrate its trading platform to
the same system used by the Cboe
Affiliated Exchanges, which the
Exchange expects to complete on
October 7, 2019. In connection with this
Rule provision
Current rule (current rulebook)
Proposed rule
(shell rulebook)
A FLEX Trader may electronically submit for execution an
order (which may be a simple or complex order) it represents as agent (‘‘Agency Order’’) against principal or solicited order(s) (except for the account of any FLEX MarketMaker 6 with an appointment in the applicable FLEX Option
class on the Exchange (an ‘‘Initiating Order’’) provided it
submits the Agency Order for electronic execution into a
FLEX AIM Auction.
Rule 24A.5A, introductory
paragraph and
Interpretations
and Policies
.04 and .05.
Rule 5.73, introductory paragraph.
An Agency Order must be in a FLEX Option class the Exchange designates as eligible for FLEX AIM Auctions.
The Agency Order and Initiating Order must each be a FLEX
Order that complies with Rule 5.72(b) in a permissible FLEX
Option series that complies with Rule 4.21.
Rule
24A.5A(a)(1).
N/A .....................
Rule 5.73(a)(1) ..
The Initiating FLEX Trader must mark an Agency Order for
FLEX AIM Auction processing.
There is no minimum size for Agency Orders. The Initiating
Order must be for the same size as the Agency Order.
Rule ...................
24A.5A(b)(1)(i) ...
Rule
24A.5A(a)(1)
and (2) and Interpretation
and Policy .03.
Rule ...................
5.73(a)(3) ...........
Rule 5.73(a)(4) ..
5 See SR–CBOE–2019–045 (proposed changes to
the Exchange’s non-FLEX AIM Auction); SR–
CBOE–2019–051 (proposed changes to the
Exchange’s non-FLEX complex AIM Auctions); SR–
CBOE–2019–063 (proposed changes to the
Exchange’s non-FLEX SAM Auction); SR–CBOE–
2019–064 (proposed changes to the Exchange’s nonFLEX C–SAM Auction); and SR–CBOE–2019–084
technology migration, the Exchange has
a shell Rulebook that resides alongside
its current Rulebook, which shell
Rulebook will contain the Rules that
will be in place upon completion of the
Cboe Options technology migration.
The proposed rule change amends
current Rules 24A.5A and 24A.5B
regarding the FLEX AIM Auction and
the FLEX SAM Auction, respectively.
The proposed changes reflect recent
amendments to general FLEX trading
rules as well as recent amendments to
the non-FLEX AIM and SAM Auctions.5
The proposed rule change amends and
moves the following provisions
regarding the terms of FLEX AIM and
SAM Auctions from the current
Rulebook to the shell Rulebook. In
addition to the substantive changes
described below, the proposed rule
change makes additional nonsubstantive
changes to these Rules, including to
make the rule text plain English,
simplify the rule provisions, update
cross-references and paragraph
numbering and lettering, reorganize
certain provisions, and eliminate
redundant provisions.
Proposed substantive changes
FLEX AIM Auction
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Rule 5.73(a)(2) ..
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The proposed rule change clarifies that an Initiating Order may consist of one or more
solicited orders, as further discussed below. The proposed rule change also specifies
in the introductory paragraph that both simple and complex orders may be submitted
into a FLEX AIM Auction, as the auction will apply to both simple and complex orders
in a substantially similar manner, as further discussed below. The proposed rule
change deletes a price requirement related to the best bid or offer (‘‘BBO’’),7 because
there will no longer be an electronic book (and thus no BBO) for FLEX Options.8 Because the Exchange does not currently have an electronic book for FLEX Option
classes, and thus there are no resting orders to potentially execute at the conclusion
of a FLEX AIM Auction, deletion of this provision will have no impact on how FLEX
AIM Auctions operate.
None.
This requirement is not explicitly stated in the current Rules; however, it is consistent
with current functionality, and the proposed rule change merely states this in the
Rules. For a FLEX AIM Auction to occur, the orders submitted would need to be in a
series eligible for FLEX trading, and thus include all the terms necessary to comprise
a FLEX Option series.9
None.
The proposed rule change deletes the provision from current subparagraph (a)(1) that
permits the Exchange to designate eligibility size parameters for FLEX AIM Auctions.
The Exchange has not designated any such eligibility size parameters, and intends to
continue to have no minimum size requirements for Agency Orders, so the Exchange
no longer needs this flexibility. The proposed rule change clarifies in the Rules that
the Initiating Order must be for the same size as the Agency Order, which is implied
by the current Rules.10
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(proposed changes to the Exchange’s FLEX trading
rules).
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54661
Current rule (current rulebook)
Proposed rule
(shell rulebook)
The price of the Agency Order and Initiating Order must be in
an increment the Exchange determines on a class basis
(which may not be smaller than the amounts set forth in
Rule 5.4(c)(4)11 of the shell Rulebook). The price must be in
the same format (i.e., price or percentage) as the exercise
price of the FLEX Option series. If the Agency Order and
Initiating Order are complex orders, the price must be a net
price 12 for the complex strategy.
Rule ...................
24A.5A(b)(1)(vii)
and Interpretation and Policy
.05.
Rule 5.73(a)(5) ..
An Initiating FLEX Trader may only submit an Agency Order
to a FLEX AIM Auction after trading in FLEX Options is
open pursuant to Rule 5.7114.
The System rejects or cancels both an Agency Order and Initiating Order submitted to a FLEX AIM Auction that do not
meet the conditions in proposed paragraph (a).
The Initiating Order must stop the entire Agency Order at a
price in the same format (i.e., price or percentage) as the
exercise price of the FLEX Option series. If the Agency
Order and Initiating Order are complex orders, the price
must be a net price for the complex strategy.
The Initiating FLEX Trader must specify (1) a single price at
which it seeks to execute the Agency Order against the Initiating Order (a ‘‘single-price submission’’), including whether
it elects to have last priority in allocation (as described in
proposed subparagraph (e)(4)); or (2) an initial stop price
and instruction to automatically match the price and size of
all FLEX AIM responses (‘‘auto-match’’) at each price, up to
a designated limit price, better than the price at which the
balance of the Agency Order can be fully executed ( the
‘‘final auction price’’).
The System rejects or cancels both an Agency Order and Initiating Order submitted to a FLEX AIM Auction that do not
meet the conditions in proposed paragraph (b).
One or more FLEX AIM Auctions in the same FLEX Option
series or complex strategy, as applicable, may occur at the
same time.
N/A .....................
Rule ...................
5.73(a)(6) ...........
N/A .....................
Rule 5.73(a) .......
This is consistent with current functionality and the concept of eligibility requirements,
and the proposed rule change explicitly states this in the Rule.
Rule ...................
24A.5A(b)(1)(vii)
and Interpretation and Policy
.05.
Rule ...................
24A.5A(a)(2) and
(b)(1)(i).
Rule 5.73(b) .......
The proposed rule change references Rule 5.4 in the shell Rulebook, which describes
the permissible minimum increments for FLEX Option series, rather than repeats
those increments. There is no substantive change to the permissible minimum increments for orders submitted to a FLEX AIM Auction.
Rule 5.73(b)(1)
and (2).
The proposed rule change deletes the provision that the Agency Order will be stopped
at the better of the BBO or the Agency Order’s limit price if designated as auto-match,
and instead will have an initial stop price, because there will no longer be an electronic book (and thus no BBO) for FLEX Options.15
N/A .....................
Rule 5.73(b) .......
This is consistent with current functionality and the concept of eligibility requirements,
and the proposed rule change explicitly states this in the Rule.
Rule ...................
24A.5A(b) and
Interpretation
and Policy .05.
Rule 5.73(c)(1) ...
The System initiates the FLEX AIM Auction process by sending a FLEX AIM Auction notification message detailing the
side, size, Auction ID, the length of the FLEX AIM Auction
period, and FLEX option series or complex strategy, as applicable, of the Agency Order to all FLEX Traders that elect
to receive FLEX AIM Auction notification messages. FLEX
AIM Auction notification messages are not disseminated to
OPRA.
Rule ...................
24A.5A(b)(1)(ii)
and (vi).
Rule 5.73(c)(2) ...
The ‘‘FLEX AIM Auction period’’ is a period of time designated
by the Initiating FLEX Trader, which may be no less than
three seconds and no more than five minutes. The designated length of the FLEX AIM Auction period may not be
longer than the amount of time remaining until the market
close.
Rule ...................
24A.5A(b)(1)(iii)
Rule 5.73(c)(3) ...
An Initiating FLEX Trader may not modify or cancel an Agency
Order or Initiating Order after submission to a FLEX AIM
Auction.
Rule ...................
24A.5A(b) ...........
Rule 5.73(c)(4) ...
Any FLEX Trader may submit responses to a FLEX AIM Auction that are properly marked specifying price, size, side,
and the Auction ID for the FLEX AIM Auction to which the
FLEX Trader is submitting the response. A FLEX AIM response may only participate in the FLEX AIM Auction with
the Auction ID specified in the response.
Rule ...................
24A.5A(b)(1)(iv)
and (v).
Rule 5.73(c)(5) ...
The proposed rule change permits concurrent FLEX AIM Auctions, which the current
rule prohibits, as further discussed below. The proposed rule change also deletes the
provision that says unrelated FLEX Orders may not be submitted to the electronic
book for the duration of a FLEX AIM Auction, because there will no longer be an electronic book (and thus no BBO) for FLEX Options.
The current rule states the auction message (currently called a request for responses
(‘‘RFR’’)) details the size and side of the order, which message is set to all FLEX
Traders that have elected to receive RFRs upon receipt of a properly designated
Agency Order for FLEX AIM processing. Other than changes to terminology and other
nonsubstantive changes, the proposed rule change adds that this message will also
include the Auction ID and options series or complex strategy, as applicable, of the
Agency Order. This is consistent with the current RFR that is disseminated, and the
proposed rule change merely adds details to the rule. The proposed rule change to
add that the FLEX AIM Auction notification message includes the length of the FLEX
AIM Auction period relates to the proposed change below that the Initiating FLEX
Trader, rather than the Exchange, will designate the length of the FLEX AIM Auction
period (and therefore FLEX Traders will know how long they have to respond to a
FLEX AIM Auction). The proposed rule change also adds that AIM Auction notification
messages are not included in the disseminated OPRA, which is also consistent with
current functionality.16
The proposed rule change adds a maximum time to the range for the FLEX AIM Auction
period (the minimum potential auction period remains three seconds), which proposed
maximum time is consistent with current Exchange authority under the current Rules.
Additionally, this corresponds to the same permissible time range as that for electronic FLEX Auctions pursuant to Rule 5.72(c) in the shell Rulebook, and permits the
Initiating FLEX Trader to designate the length of the FLEX AIM Auction when submitting the Agency Order rather than have the Exchange establish a length for all FLEX
AIM Auctions. It also ensures that a FLEX AIM Auction will conclude prior to the close
of trading to prevent executions after the market close. This is consistent with the
standard FLEX electronic auction, which permits FLEX Traders to designate the
length of that auction (and permits it to be from three seconds to five minutes). This
provides consistency among electronic FLEX auctions. Additionally, it provides FLEX
Traders with flexibility regarding the duration of the exposure time, which it may want
to be longer than three seconds due to the terms of the FLEX Option series being
auctioned.17
The proposed rule change makes only nonsubstantive changes to this provision, as well
as clarifies that the prohibition on the Initiating FLEX Trader from modifying or cancelling an order after submission to a FLEX AIM Auction applies to both the Agency
Order and the Initiating Order (the current rules only references the Agency Order;
however, they are submitted as a pair, and thus not being able to modify or cancel
the Agency Order means that the Initiating FLEX Trader is not able to modify or cancel the Initiating Order either).
The current rule specifies that responses must include prices and sizes; the proposed
rule change adds responses must also specify side and an Auction ID, which is consistent with current functionality and merely adds details to the rule. The proposed
rule change adds that a FLEX AIM response may only participate in the AIM Auction
with the Auction ID specified in the response. This is consistent with current
functionality. The Exchange proposes to include this language given the above proposal that permits concurrent FLEX AIM Auctions. The proposed rule change deletes
the provision that caps the price of a FLEX AIM response at the opposite side of the
BBO, because there will no longer be an electronic book (and thus no BBO) for FLEX
Options.
Rule provision
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Proposed substantive changes
The current rule state the minimum increment for responses and the Initiating TPH’s
submission is determined by the Exchange but may not be smaller than $0.01 or
.01%, and premiums are rounded to the nearest minimum increment. This is consistent with the minimum increment available for all FLEX Trading, so the proposed
rule change merely references Rule 5.4(c)(4) in the shell Rulebook, which describes
the permissible minimum increments for FLEX Option series, rather than repeats
those increments. Additionally, while current rules permit bids and offers (including the
price submitting into a FLEX AIM Auction) to be in a different format than the exercise
price of a FLEX Option series, the current functionality does not permit this. Rule
5.3(e)(3) in the shell Rulebook makes it clear that bids and offers must be in the
same format as the exercise price, as it would be difficult to apply a dollar price for a
FLEX Option series with a percentage-based exercise price.13 There is no substantive
change to the permissible minimum increments for orders submitted to a FLEX AIM
Auction. The proposed rule change maintains the rule provision that complex Agency
and Initiating Orders must include a net price. See the discussion below regarding the
application of FLEX AIM to complex orders, including proposed changes to current
Rule 24A.5A, Interpretation and Policy .05.
This is consistent with current functionality, as executions cannot occur prior to the
opening of trading. The proposed rule change clarifies this in the Rule.
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Current rule (current rulebook)
Rule provision
Proposed rule
(shell rulebook)
Proposed substantive changes
The minimum price increment for FLEX AIM responses is the
same as the one the Exchange determines for a class pursuant to subparagraph (a)(4) above, and must be in the
same format (i.e., price or percentage) as the exercise price
of the FLEX Option series. A response to a FLEX AIM Auction of a complex Agency Order must have a net price. The
System rejects a FLEX AIM response that is not in the applicable minimum increment or format.
A FLEX Trader may submit multiple FLEX AIM responses at
the same or multiple prices to a FLEX AIM Auction. For purposes of a FLEX AIM Auction, the System aggregates all of
a FLEX Trader’s FLEX AIM responses for the same EFID at
the same price. The System caps the size of a FLEX AIM
response, or the aggregate size of a FLEX Trader’s FLEX
AIM responses for the same EFID at the same price, at the
size of the Agency Order (i.e., the System ignores size in
excess of the size of the Agency Order when processing the
FLEX AIM Auction).
FLEX AIM responses must be on the opposite side of the
market as the Agency Order. The System rejects a FLEX
AIM response on the same side of the market as the Agency Order.
FLEX AIM responses are not visible to AIM Auction participants or disseminated to OPRA.
A FLEX Trader may modify or cancel its FLEX AIM responses
during the FLEX AIM Auction.
Rule ...................
24A.5A(b)(1)(vii)
and Interpretation and Policy
.05.
Rule
5.73(c)(5)(A).
The proposed rule change adds that the System rejects a FLEX AIM response that is
not in the applicable minimum increment or format, which is consistent with current
functionality and merely adds detail to the rule. See the discussion below regarding
the application of FLEX AIM to complex orders, including proposed changes to current Rule 24A.5A, Interpretation and Policy .05.
N/A .....................
Rule ...................
5.73(c)(5)(B) and
(C).
This is consistent with current functionality. Current Rule 24A.5A contains no restriction
on how many responses a FLEX Trader may submit; the proposed rule change merely makes this explicit in the Rules. The proposed rule change also states for purposes
of a FLEX AIM Auction, the System aggregates all of a FLEX Trader’s FLEX AIM responses for the same EFID at the same price. This (combined with the proposed size
cap) will prevent a FLEX Trader from submitting multiple orders, quotes, or responses
at the same price to obtain a larger pro-rata share of the Agency Order.
N/A .....................
Rule ...................
5.73(c)(5)(D) ......
Rule ...................
24A.5A(b)(1)(vi)
Rule ...................
24A.5A(b)(1)(viii)
Rule ...................
5.73(c)(5)(E) ......
Rule ...................
5.73(c)(5)(F) .......
This is consistent with current functionality, and the proposed rule change merely adds
this detail to the rules. Additionally, the Exchange believes this is reasonable given
that the purpose of an AIM response is to trade against the Agency Order in the AIM
Auction into which the AIM response was submitted.
None.
A FLEX AIM Auction concludes at the earliest to occur of the
following times: (1) The end of the FLEX AIM Auction period; and (2) any time the Exchange halts trading in the affected series, provided, however, that in such instance the
FLEX AIM Auction concludes without execution.
At the conclusion of the FLEX AIM Auction, the System allocates the Initiating Order or FLEX AIM responses against
the Agency Order at the best price(s) to the price at which
the balance of the Agency Order can be fully executed (the
‘‘final auction price’’). If the FLEX AIM Auction results in no
price improvement, the System executes the Agency Order
at the stop price in the following order: Priority Customer responses receive first priority at each price level, the Initiating
Order participation entitlement (50% or 40% depending on
how many FLEX Traders submitted FLEX AIM responses at
the same price receives second priority at the final auction
price, all other responses have third priority and are allocated on a pro-rata basis pursuant to Rule 5.32(a)(1)(B),
and the Initiating Order would have fourth priority to the extent there are any remaining contracts. If the FLEX AIM
Auction results in price improvement for the Agency Order
and the Initiating FLEX Trader selected a single-price submission, at each price better than the final auction price, the
System executes the Agency Order first to Priority Customer
responses (in time priority) and then to all other FLEX AIM
responses, allocated on a pro-rata basis. At the final auction
price, the System executes any remaining contracts from
the Agency Order at that price in the order set forth in proposed subparagraph (e)(1). If the FLEX AIM Auction results
in price improvement for the Agency Order and the Initiating
FLEX Trader selected auto-match, at each price level better
than the final auction price up to the designated limit price,
the System executes the Agency Order against the Initiating
Order for the number of contracts equal to the aggregate
size of all FLEX AIM responses and then executes the
Agency Order against those responses in the order set forth
in proposed subparagraph (e)(2). At the final auction price,
the System executes contracts at that price in the order set
forth in proposed subparagraph (e)(1). If the Initiating FLEX
Trader selects a single-price submission, it may elect for the
Initiating Order to have last priority to trade against the
Agency Order. If the Initiating FLEX Trader elects last priority, then notwithstanding proposed subparagraphs (e)(1)
and (2), the System only executes the Initiating Order
against any remaining Agency Order contracts at the stop
price after the Agency Order is allocated to all FLEX AIM responses at all prices equal to or better than the stop price.
Last priority information is not available to other market participants and may not be modified after it is submitted.
A FLEX Trader may only use a FLEX AIM Auction where
there is a genuine intention to execute a bona fide transaction.
Rule ...................
24A.5A(b)(2) ......
Rule ...................
5.73(d) ...............
Rule
24A.5A(b)(3).
Rule 5.73(e) .......
The proposed rule change deletes references to executions against FLEX Orders, and
whether the final auction price locks an order on the electronic book, because there
will no longer be an electronic book (and thus no BBO) for FLEX Options, and thus
Agency Orders will only execute responses or the Initiating Order, as applicable. The
proposed rule change deletes the reference to a FLEX Appointed Market-Maker participation entitlement, as there are currently no FLEX Appointed Market-Makers, and
the Exchange has not applied a participation entitlement, and as a result, the Exchange is deleting FLEX Appointed Market-Makers from the Rules.18 The proposed
rule change provides that non-Priority Customer FLEX AIM responses will be allocated in a pro-rata manner rather than price-time. The majority of classes on the Exchange currently have a base allocation algorithm of pro-rata, and therefore the Exchange believes it is a reasonable manner in which to allocate FLEX AIM responses.
FLEX AIM Priority Customer 19 responses will continue to have priority at each price
level (in time priority); however, non-TPH broker-dealers will not and will be treated in
the same manner as all other non-Priority Customer responses, as further discussed
below. The Exchange notes the current rule states public customer orders have priority, rather than Priority Customers. Currently, the Exchange does not permit the
submission of FLEX Orders with a Professional Capacity code, and so the terms public customer and Priority Customer practically mean the same thing. However, the Exchange plans to make the Professional Capacity code available for FLEX orders following migration, and because the System handles Professional orders like brokerdealer orders, those orders will not receive priority in a FLEX AIM Auction. Therefore,
only Priority Customer responses will receive priority.20 The proposed rule change
also permits the Initiating FLEX Trader to select last priority, as further discussed
below. Finally, the proposed rule change adds that any unexecuted responses (or
portions) at the conclusion of the FLEX AIM Auction will be cancelled.
Rule ...................
24A.5A, Interpretation and Policy .01.
Rule ...................
24A.5A, Interpretation and Policy .02.
Rule ...................
5.73, Interpretation and Policy
.01.
Rule ...................
5.73, Interpretation and Policy
.02.
None.
It will be deemed conduct inconsistent with just and equitable
principles of trade and a violation of Rule 10.1 (to which the
Exchange intends to move Rule 4.1 from the current
Rulebook) to engage in a pattern of conduct where the Initiating FLEX Trader breaks up an Agency Order into separate orders for the purpose of gaining a higher allocation
percentage than the Initiating FLEX Trader would have otherwise received in accordance with the allocation procedures contained in paragraph (e) above.
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The current Rule permits FLEX Traders to cancel a FLEX AIM response, but does not
explicitly state that those responses may be modified. A modification of a response is
equivalent to a cancellation of an existing response and submission of a new response, but may instead be done through a different message type. Therefore, the
proposed rule change permits the same activity that can be done pursuant to the current rule, but merely in a different manner (i.e., modification rather than cancellation
and separate entry).
The proposed rule change deletes the provision that says a FLEX AIM Auction will conclude any time an RFR response matches the BBO on the opposite side of the market from the RFR responses, because there will no longer be an electronic book (and
thus no BBO) for FLEX Options.
The proposed rule change deletes the language that states the Agency Order cannot be
broken up into separate orders for ‘‘two (2) or fewer contracts,’’ as that language is
not in the corresponding provision for non-FLEX AIM (see Rules 5.37, Interpretation
and Policy .02 and 5.38, Interpretation and Policy .02 of the shell Rulebook). Deletion
of this language does not have any impact on the prohibited conduct in this provision,
and provides consistency among the rules in the shell Rulebook regarding AIM Auctions.
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Federal Register / Vol. 84, No. 197 / Thursday, October 10, 2019 / Notices
Current rule (current rulebook)
Rule provision
Proposed rule
(shell rulebook)
54663
Proposed substantive changes
FLEX SAM Auction
A FLEX Trader (the ‘‘Initiating FLEX Trader’’) may electronically submit for execution an order (which may be a simple
or complex order) it represents as agent (‘‘Agency Order’’)
against a solicited order(s) (which cannot have a Capacity
of F for the same EFID as the Agency Order or for the account of any FLEX Market Maker with an appointment in the
applicable FLEX Option class on the Exchange) (‘‘Solicited
Order’’) if it submits the Agency Order for electronic execution into a FLEX SAM Auction pursuant to this Rule.
An Agency Order must be in a FLEX Option class the Exchange designates as eligible for FLEX SAM Auctions.
The Agency Order and Solicited Order must each be a FLEX
Order that complies with Rule 5.72(b) in a permissible FLEX
Option series that complies with Rule 4.21.
Rule ...................
24A.5B, introductory paragraph
and Interpretations and Policies .01 and
.04.
Rule ...................
5.74, introductory
paragraph.
Rule ...................
24A.5B(a)(1) ......
N/A .....................
Rule ...................
5.74(a)(1) ...........
Rule ...................
5.74(a)(2) ...........
The Initiating FLEX Trader must mark an Agency Order for
FLEX SAM Auction processing.
The Agency Order must be for at least the minimum size designated by the Exchange (which may not be less than 500
standard option contracts or 5,000 mini-option contracts).
The Solicited Order must be for (or must total, if the Solicited Order is comprised of multiple solicited orders) the
same size as the Agency Order. The System handles each
of the Agency Order and the Solicited Order as all-or-none.
Rule ...................
24A.5B(b)(1)(i) ...
Rule ...................
24A.5B(a)(1) and
(2).
Rule ...................
5.74(a)(3) ...........
Rule ...................
5.74(a)(4) ...........
The price of the Agency Order and Solicited Order must be in
an increment the Exchange determines on a class basis
(which may not be smaller than the amounts set forth in
Rule 5.4(c)(4)). The price must be in the same format (i.e.,
price or percentage) as the exercise price of the FLEX Option series. If the Agency Order and Solicited Order are
complex orders, the price must be a net price for the complex strategy.
Rule ...................
24A.5B(a)(3) ......
Rule ...................
5.74(a)(5) ...........
An Initiating FLEX Trader may only submit an Agency Order
to a FLEX SAM Auction after trading in FLEX Options is
open pursuant to Rule 5.71.
The System rejects or cancels both an Agency Order and Solicited Order submitted to a FLEX SAM Auction that do not
meet the conditions in proposed paragraph (a).
The Solicited Order must stop the entire Agency Order at a
price in the same format (i.e., price or percentage) as the
exercise price of the FLEX Option series. If the Agency
Order and Solicited Order are complex orders, the price
must be a net price for the complex strategy. The Initiating
FLEX Trader must specify a single price at which it seeks to
execute the Agency Order against the Solicited Order. The
System rejects or cancels both an Agency Order and Solicited Order submitted to a FLEX SAM Auction that does not
meet the conditions in proposed paragraph (b).
One or more FLEX SAM Auctions in the same FLEX Option
series or complex strategy, as applicable, may occur at the
same time.
N/A .....................
Rule ...................
5.74(a)(6) ...........
N/A .....................
Rule 5.74(a) .......
This is consistent with current functionality, and the proposed rule change explicitly
states this in the Rule.
Rule ...................
24A.5B(a)(3) and
Interpretation
and Policy .01,
and
24A.5B(b)(1).
Rule ...................
5.74(b) ...............
Rule ...................
24A.5B(b) and
Interpretation
and Policy .01.
Rule ...................
5.74(c)(1) ...........
The System initiates the FLEX SAM Auction process by sending a FLEX SAM Auction notification message detailing the
side, size, price, Capacity, Auction ID, the length of the
FLEX SAM Auction period, and FLEX Option series or complex strategy, as applicable, of the Agency Order to all
FLEX Traders that elect to receive FLEX SAM Auction notification messages. FLEX SAM Auction notification messages are not disseminated to OPRA.
Rule ...................
24A.5B(b)(1)(ii) ..
Rule ...................
5.74(c)(2) ...........
The proposed rule change adds that the System rejects or cancels both an Agency
Order and Solicited Order submitted to a FLEX SAM Auction that does not meet the
conditions in proposed paragraph (b). This is consistent with current functionality, and
the proposed rule change explicitly states this in the Rule. Additionally, while current
rules permit bids and offers (including the price submitting into a FLEX SAM Auction)
to be in a different format than the exercise price of a FLEX Option series, the current
functionality does not permit this. Rule 5.3(e)(3) in the shell Rulebook makes it clear
that bids and offers must be in the same format as the exercise price, as it would be
difficult to apply a dollar price for a FLEX Option series with a percentage-based exercise price.23
The proposed rule change permits concurrent FLEX SAM Auctions, which the current
rule prohibits, as further discussed below. The proposed rule change also deletes the
provision that says unrelated FLEX Orders may not be submitted to the electronic
book for the duration of a FLEX SAM Auction, because there will no longer be an
electronic book (and thus no BBO) for FLEX Options.
The current rule states the auction message (currently called a request for responses
(‘‘RFR’’)) details the price, size, and side of the order, which message is set to all
FLEX Traders that have elected to receive RFRs upon receipt of a properly designated Agency Order for FLEX SAM processing. Other than changes to terminology
and other nonsubstantive changes, the proposed provision specifies that the message
will detail the Capacity of the Agency Order, an Auction ID, and the option series, in
addition to the price, side, and size, of the Agency Order, which message is sent to
all TPHs that elect to receive SAM Auction notification messages. This is consistent
with the current auction message that is disseminated; the proposed rule change
adds these details to the rule. The proposed rule change to add that the FLEX SAM
Auction notification message includes the length of the FLEX SAM Auction period relates to the proposed change below that the Initiating FLEX Trader, rather than the
Exchange, will designate the length of the FLEX SAM Auction period (and therefore
FLEX Traders will know how long they have to respond to a FLEX SAM Auction). The
proposed rule change also adds that FLEX SAM Auction notification messages are
not included in the disseminated OPRA, which is also consistent with current
functionality.24
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The proposed rule change adds that the Solicited Order cannot have a Capacity F for
the same executing firm ID (‘‘EFID’’) as the Agency Order. Current Rule 24A.5B does
not contain a similar provision, but the Exchange currently enforces the requirement
that the contra-side order be a solicitation rather than a facilitation through surveillance. The proposed rule change adds this functionality, which will help with the enforcement of this requirement, in addition to surveillance. The proposed rule change
also specifies in the introductory paragraph that both simple and complex orders may
be submitted into a FLEX SAM Auction, as the auction will apply to both simple and
complex orders in a substantially similar manner, as further discussed below.
None.
This requirement is not explicitly stated in the current Rules; however, it is consistent
with current functionality, and the proposed rule change merely states this in the
Rules. For a FLEX SAM Auction to occur, the orders submitted would need to be in a
series eligible for FLEX trading, and thus include all the terms necessary to comprise
a FLEX Option series.21
None.
The proposed rule change deletes the requirement that the Initiating FLEX Trader must
designate each order entered into a FLEX SAM Auction as all-or-none (‘‘AON’’). The
Exchange’s new system has been designed to automatically handle any orders submitted into a SAM Auction (using the appropriate messaging) as all-or-none, so the
Initiating FLEX Trader will no longer be required to add any specific AON designations to the Agency Order or Solicited Order. Therefore, the proposed rule change
adds that the System handles each of the Agency Order and the Solicited Order as
all-or-none. The proposed rule change clarifies the size requirements for mini-option
contracts, which are 1/10th the size of standard option contracts. This is consistent
with current functionality and is merely adding detail to the rule. See Rule 5.5, Interpretation and Policy .22 in the current Rulebook (which permits the listing of mini-options); see also Rule 5.39(a)(3) (which has the same size requirements for non-FLEX
SAM Auctions). The proposed rule change clarifies in the Rules that the Solicited
Order must be for the same size as the Agency Order, which is implied by the current
Rules.22
The current rule state the minimum increment for the Initiating TPH’s submission is determined by the Exchange but may not be smaller than $0.01 or .01%, and premiums
are rounded to the nearest minimum increment. This is consistent with the minimum
increment available for all FLEX Trading, so the proposed rule change merely references Rule 5.4(c)(4) in the shell Rulebook, which describes the permissible minimum increments for FLEX Option series, rather than repeats those increments. There
is no substantive change to the permissible minimum increments for orders submitted
to a FLEX SAM Auction. The proposed rule change maintains the rule provision that
complex Agency and Initiating Orders must include a net price. See the discussion
below regarding the application of FLEX SAM to complex orders, including proposed
changes to current Rule 24A.5B, Interpretation and Policy .01.
This is consistent with current functionality, as executions cannot occur prior to the
opening of trading. The proposed rule change clarifies this in the Rule.
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54664
Federal Register / Vol. 84, No. 197 / Thursday, October 10, 2019 / Notices
Current rule (current rulebook)
Proposed rule
(shell rulebook)
The ‘‘FLEX SAM Auction period’’ is a period of time designated by the Initiating FLEX Trader, which may be no less
than three seconds and no more than five minutes. The
designated length of the FLEX SAM Auction period may not
be longer than the amount of time remaining until the market close.
Rule ...................
24A.5B(b)(1)(iii)
Rule ...................
5.74(c)(3) ...........
The Initiating FLEX Trader may not modify or cancel an Agency Order or Solicited Order after submission to a SAM Auction.
Rule ...................
24A.5B(b) ...........
Rule ...................
5.74(c)(4) ...........
Any FLEX Trader other than the Initiating FLEX Trader (determined by EFID) may submit responses to a FLEX SAM
Auction that are properly marked specifying price, size, side,
and the Auction ID for the FLEX SAM Auction to which the
FLEX Trader is submitting the response. A FLEX SAM response may only participate in the FLEX SAM Auction with
the Auction ID specified in the response.
Rule ...................
24A.5B(b)(1)(iii)
and (vi).
Rule ...................
5.74(c)(5) ...........
The minimum price increment for FLEX SAM responses is the
same as the one the Exchange determines for a class pursuant to subparagraph (a)(4) above, and must be in the
same format (i.e., price or percentage) as the exercise price
of the FLEX Option series. A response to a FLEX SAM Auction of a complex Agency Order must have a net price. The
System rejects a FLEX SAM response that is not in the applicable minimum increment or format.
A FLEX Trader may submit multiple FLEX SAM responses at
the same or multiple prices to a FLEX SAM Auction. For
purposes of a FLEX SAM Auction, the System aggregates
all of a FLEX Trader’s FLEX SAM responses for the same
EFID at the same price. The System caps the size of a
FLEX SAM response, or the aggregate size of a FLEX
Trader’s FLEX SAM responses for the same EFID at the
same price, at the size of the Agency Order (i.e., the System ignores size in excess of the size of the Agency Order
when processing the FLEX SAM Auction).
FLEX SAM responses must be on the opposite side of the
market as the Agency Order. The System rejects a FLEX
SAM response on the same side of the market as the Agency Order.
FLEX SAM responses are not visible to FLEX SAM Auction
participants or disseminated to OPRA.
A FLEX Trader may modify or cancel its FLEX SAM responses during the FLEX SAM Auction.
Rule ...................
24A.5B(b)(1)(v)
and Interpretation and Policy
.01.
Rule ...................
5.74(c)(5)(A) ......
N/A .....................
Rule ...................
5.74(c)(5)(B) and
(C).
This is consistent with current functionality. Current Rule 24A.5B contains no restriction
on how many responses a FLEX Trader may submit; the proposed rule change merely makes this explicit in the Rules. The proposed rule change also states for purposes
of a FLEX SAM Auction, the System aggregates all of a FLEX Trader’s FLEX SAM
responses for the same EFID at the same price. This (combined with the proposed
size cap) will prevent a FLEX Trader from submitting multiple orders, quotes, or responses at the same price to obtain a larger pro-rata share of the Agency Order.
N/A .....................
Rule ...................
5.74(c)(5)(D) ......
Rule ...................
24A.5B(b)(1)(iv)
Rule ...................
24A.5B(b)(1)(vii)
Rule ...................
5.74(c)(5)(E) ......
Rule ...................
5.74(c)(5)(F) .......
This is consistent with current functionality, and the proposed rule change merely adds
this detail to the rules. Additionally, the Exchange believes this is reasonable given
that the purpose of a FLEX SAM response is to trade against the Agency Order in the
FLEX SAM Auction into which the FLEX SAM response was submitted.
None.
A FLEX SAM Auction concludes at the earliest to occur of the
following times: (1) The end of the FLEX SAM Auction period; and (2) any time the Exchange halts trading in the affected series, provided, however, that in such instance the
FLEX SAM Auction concludes without execution.
The Agency Order executes against the Solicited Order at the
stop price if there are no Priority Customer FLEX SAM responses and the aggregate size of FLEX SAM responses at
an improved price(s) is insufficient to satisfy the Agency
Order. The Agency Order executes against FLEX SAM responses if: (a) There is a Priority Customer FLEX SAM response and the aggregate size of that response and all
other FLEX SAM responses is sufficient to satisfy the Agency Order or (b) the aggregate size of FLEX SAM responses
at an improved price(s) is sufficient to satisfy the Agency
Order. At each price level, Priority Customer FLEX SAM responses have first priority, and all other FLEX SAM responses are allocated second on a pro-rata basis. There is
no execution at the conclusion of a FLEX SAM Auction if
there is a Priority Customer FLEX SAM response and the
aggregate size of that response and other FLEX SAM responses is insufficient to satisfy the Agency Order. The System cancels or rejects any unexecuted FLEX SAM responses (or unexecuted portions) at the conclusion of a
FLEX SAM Auction.
Rule ...................
24A.5A(b)(2) ......
Rule ...................
5.74(d) ...............
Rule ...................
24A.5B(b)(3). .....
Rule 5.74(e) .......
Rule provision
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Proposed substantive changes
The proposed rule change adds a maximum time to the range for the FLEX SAM Auction period (the minimum potential auction period remains three seconds), which is
consistent with current Exchange authority under the current Rules. Additionally, this
corresponds to the same permissible time range as that for electronic FLEX Auctions
pursuant to Rule 5.72 in the shell Rulebook, and permits the Initiating FLEX Trader to
designate the length of the FLEX SAM Auction when submitting the Agency Order
rather than have the Exchange establish a length for all FLEX SAM Auctions. It also
ensures that a FLEX SAM Auction will conclude prior to the close of trading to prevent executions after the market close. This is consistent with standard FLEX electronic auction, which permits FLEX Traders to designate the length of that auction
(and permits it to be from three seconds to five minutes). This provides consistency
among FLEX trading. Additionally, it provides FLEX Traders with flexibility regarding
the duration of the exposure time, which it may want to be longer than three seconds
due to the terms of the FLEX Option series being auctioned.25
The proposed rule change makes only nonsubstantive changes to this provision, as well
as clarifies that the prohibition on cancelling a FLEX SAM Auction practically means
that the Initiating FLEX Trader may not cancel (or modify, which would change the
terms of the auction after it started, essentially creating a new auction) the Agency
Order or the Solicited Order, the entry of which (subject to eligibility requirements) initiates the FLEX SAM Auction.
The current rule specifies that responses must include prices and sizes; the proposed
rule change adds responses must also specify side and an Auction ID, which is consistent with current functionality and merely adds details to the rule. The proposed
rule change adds that a FLEX SAM response may only participate in the FLEX SAM
Auction with the Auction ID specified in the response. This is consistent with current
functionality. The Exchange proposes to include this language given the above proposal that permits concurrent FLEX SAM Auctions. The proposed rule change deletes
the provision that caps the price of a FLEX SAM response at the opposite side of the
BBO, because there will no longer be an electronic book (and thus no BBO) for FLEX
Options. The proposed rule change permits all FLEX Traders (including Market-Makers from another options exchange) to submit responses to a FLEX SAM Auction. By
permitting additional participants to submit responses to FLEX SAM Auctions, the Exchange believes this may provide the opportunity for additional liquidity in these auctions, which could lead to additional price improvement opportunities.
The proposed rule change adds that the System rejects a FLEX SAM response that is
not in the applicable minimum increment or format, which is consistent with current
functionality and merely adds detail to the rule. See the discussion below regarding
the application of FLEX SAM to complex orders, including proposed changes to current Rule 24A.5B, Interpretation and Policy .01.
The current Rule permits FLEX Traders to cancel a FLEX SAM response, but does not
explicitly state that those responses may be modified. A modification of a response is
equivalent to a cancellation of an existing response and submission of a new response, but may instead be done through a different message type. Therefore, the
proposed rule change permits the same activity that can be done pursuant to the current rule, but merely in a different manner (i.e., modification rather than cancellation
and separate entry).
The proposed rule change deletes the provision that says a FLEX SAM Auction will conclude any time an RFR response matches the BBO on the opposite side of the market from the RFR responses, , because there will no longer be an electronic book
(and thus no BBO) for FLEX Options.
The proposed rule change deletes references to executions against FLEX Orders, and
whether the execution price is better than the BBO, because there will no longer be
an electronic book (and thus no BBO) for FLEX Options, and thus Agency Orders will
only execute responses or the Initiating Order, as applicable. The proposed rule
change deletes the reference to a FLEX Appointed Market-Maker participation entitlement, as there are currently no FLEX Appointed Market-Makers, and the Exchange
has not applied a participation entitlement, and as a result, the Exchange is deleting
FLEX Appointed Market-Makers from the Rules (as noted above). The proposed rule
change provides that FLEX SAM responses will be allocated in a pro-rata manner
rather than time priority. The majority of classes on the Exchange currently have a
base allocation algorithm of pro-rata, and therefore the Exchange believes it is a reasonable manner in which to allocate FLEX SAM responses. FLEX SAM Priority Customer responses will continue to have priority at each price level; however, non-TPH
broker-dealers will not and will be treated in the same manner as all other non-Priority
Customer responses, as further discussed below. Finally, the proposed rule change
adds that any unexecuted responses (or portions) at the conclusion of the FLEX SAM
Auction will be cancelled. See discussion above with respect to FLEX AIM regarding
changing the term ‘‘public customer’’ to ‘‘Priority Customer,’’ as the same reasoning
applies to the proposed change in the FLEX SAM rule.
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Federal Register / Vol. 84, No. 197 / Thursday, October 10, 2019 / Notices
Rule provision
Prior to entering Agency Orders into a FLEX SAM Auction on
behalf of customers, Initiating FLEX Traders must deliver to
the customer a written notification informing the customer
that his order may be executed using the FLEX SAM Auction. The written notification must disclose the terms and
conditions contained in proposed Rule 5.74 and be in a
form approved by the Exchange.
Under proposed Rule 5.74, Initiating FLEX Traders may enter
contra-side orders that are solicited. FLEX SAM provides a
facility for FLEX Traders that locate liquidity for their customer orders. FLEX Traders may not use the FLEX SAM
Auction to circumvent Rule 5.9 or 5.73 in the shell Rulebook
limiting principal transactions. This may include, but is not
limited to, FLEX Traders entering contra-side orders that are
solicited from (a) affiliated broker-dealers or (b) broker-dealers with which the FLEX Trader has an arrangement that allows the FLEX Traders to realize similar economic benefits
from the solicited transaction as it would achieve by executing the customer order in whole or in part as principal.
The proposed rule change clarifies in
the proposed introductory paragraph of
6 A FLEX Market-Maker with an appointment in
a FLEX Option class is not what is currently
referred to as a ‘‘FLEX Appointed Market-Maker’’ in
the current Rulebook. Under current Rules, a ‘‘FLEX
Qualified Market-Maker’’ is an Exchange-registered
Market-Maker that is eligible to trade FLEX Options
and is appointed to one or more FLEX Option
classes, and a ‘‘FLEX Appointed Market-Maker’’ is
an Exchange-registered Market-Maker that is
eligible to trade FLEX Options that is selected by
the Exchange to serve in such capacity for one or
more FLEX Option classes, which has certain FLEX
quoting obligations. See current Rule 24A.9. The
Exchange currently has no FLEX Appointed
Market-Makers in any FLEX Option class, and does
not intend to, so it has deleted its rules related to
FLEX Appointed Market-Makers. See Securities
Exchange Act Release No. 87024 (September 19,
2019), 84 FR 50545 (September 25, 2019) (SR–
CBOE–2019–059).
7 With respect to FLEX Options, the term ‘‘BBO’’
means the best bid or offer, or both, as applicable,
entered in response to a Request for Quotes or
resting in the electronic book. With respect to FLEX
AIM and SAM Auctions, which are different than
a Request for Quotes, the BBO only incorporates
any bids and offers resting in the electronic book.
While the Exchange currently has an electronic
book for FLEX Options, it has only been used in
recent months by one customer for limited purpose,
and for a minimal amount of FLEX volume.
Therefore, it is unlikely there would be resting
FLEX Orders to be incorporated into the BBO. The
Exchange will no longer have an electronic FLEX
Book. See SR–CBOE–2019–084. Additionally, there
is no RFQ process that is part of a FLEX AIM
Auction.
8 See SR–CBOE–2019–084 (which filing describes
the current minimal, limited use of an electronic
FLEX Book and the elimination of a book for FLEX
Orders as of the System migration, and deletes rule
provisions related to a FLEX electronic book from
the rules in current Chapter XXIV).
9 See Rule 5.72(b) of the shell Rulebook (which
states that submission of a FLEX Order into a FLEX
AIM Auction establishes a FLEX Option series as
eligible for trading); see also Rule 4.21 (which
describes the permissible terms of FLEX Option
series, and states that a FLEX Option series may not
have the same terms as a non-FLEX Option series
on the same undelyring security or index that is
already available for trading) and Rule 4.22 (which
describes fungibility provisions when the Exchange
lists for trading a non-FLEX Option series with
identical terms as a FLEX Option series).
10 See current Rule 24A.5A(a)(2), which states the
Initiating TPH must stop the ‘‘entire’’ Agency
Order.
11 Pursuant to Rule 5.4(c)(4) in the shell
Rulebook, the minimum increment for bids and
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Current rule (current rulebook)
Proposed rule
(shell rulebook)
Rule 24A.5B, Interpretation
and Policy .03.
Rule 5.74, Interpretation and
Policy .01.
None.
Rule 24A.5B, Interpretation
and Policy .04.
Rule 5.74, Interpretation and
Policy .02.
None.
Proposed substantive changes
offers on FLEX Options may be no smaller than (A)
$0.01, if the exercise price for the FLEX Option
series is a fixed price, or (B) 0.01%, if the exercise
price for the FLEX Option series is a percentage of
the closing value of the underlying equity security
or index. The System rounds bids and offers to the
nearest minimum increment.
12 In current Rules 24A.5A, Interpretation and
Policy .05 and 24A.5B, Interpretation and Policy
.01, the price of a complex order is referenced as
a net debit or net credit price, while proposed Rules
5.73 and 5.74 just use the simplified term ‘‘net
price’’ as that is consistent with the term used in
other FLEX Rules in the shell Rulebook. See, e.g.,
Rule 5.72(b)(2) in the shell Rulebook. A net debit
price is merely a complex order with a net price to
buy, and a net credit price is merely a complex
order with a net price to sell, so the term net price
covers both terms.
13 See also SR–CBOE–2019–084.
14 Pursuant to Rule 5.71 in the shell Rulebook,
trading in FLEX Options in a trading session may
begin, with respect to the Regular Trading Hours
trading session, after 9:30 a.m. of the first
disseminated (a) transaction on the primary listing
market in the security underlying an equity option
or (b) index value for the index underlying an index
option, and with respect to the Global Trading
Hours trading session, after 3:00 a.m.
15 See supra note 7.
16 This is also consistent with the auction
notification message for non-FLEX AIM Auctions.
See Rules 5.37(c)(3) and 5.38(c)(3) in the shell
Rulebook.
17 The Exchange believes the proposed time range
is reasonable, because it is consistent with the
lengths designated by FLEX Traders in the current
electronic RFQ process. Specifically, the Exchange
notes that from January through August of 2019, for
electronic FLEX trading in the FLEX RFQ process
(but not FLEX AIM and SAM Auctions), the average
RFQ Response period is less than nine seconds, and
the average RFQ Reaction period is approximately
three minutes. Therefore, the average length of the
electronic RFQ process is within the proposed
exposure interval. Additionally, in 2019, only 25 of
3457 (or 0.7%) of electronic FLEX RFQs lasted for
a total of more than five minutes in 2019, so the
Exchange does not believe capping the length of the
proposed electronic FLEX Auction at five minutes
will have a significant impact on FLEX trading. See
SR–CBOE–2019–084.
18 See supra note 6.
19 As defined in Rule 1.1 in the shell Rulebook,
a ‘‘Priority Customer’’ is a person or entity that is
a Public Customer (which is a person that is not a
broker or dealer in securities) or a Professional
(which is defined as any person or entity that (a)
is not a broker or dealer in securities, and (b) places
more than 390 orders in listed options per day on
average during a calendar month for its own
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each of proposed Rules 5.73 and 5.74
that the Initiating Order or Solicited
Order, respectively, may consist of one
or more solicited orders. This
accommodates multiple contra-parties
and increases the opportunities for
customer orders to be submitted into a
FLEX AIM or SAM Auction with the
potential for price improvement, since
the Initiating Order or Solicited Order,
respectively, must stop the full size of
the Agency Order. This has no impact
on the execution of the Agency Order,
which may already trade against
multiple contra-parties depending on
the final auction price, as set forth in
proposed paragraph (e) of each of
proposed Rules 5.73 and 5.74.
Rules 24A.5A, Interpretation and
Policy .05 and 24A.5B, Interpretation
and Policy .01 currently describe the
applicability of FLEX AIM and SAM
Auctions, respectively. Because FLEX
AIM and SAM Auctions apply to
beneficial account(s); the System handles
Professional orders in the same manner as brokerdealer orders unless otherwise specified).
20 This is consistent with other Exchange auction
functionality that prioritizes Priority Customer
orders, as well as the customer overlay, which
prioritizes Priority Customer orders, rather than
Public Customer orders. See, e.g., Rules
5.32(a)(2)(A) (describing the Priority Customer
overlay), 5.33(d)(5) (describing how Priority
Customers receive first priority following a complex
order auction), and 5.37(e) (describing how Priority
Customers receive first priority at each price level
following an AIM Auction).
21 See supra note 9.
22 See current Rule 24A.5B(a)(2) (b)(3), which
states each order entered into the FLEX SAM
Auction must be AON, and that the Agency Order
executes in full or is cancelled, and may be
allocated entirely to the Solicited Order, subject to
certain conditions. Given that both orders must be
AON, if the Solicited Order was not the same size
as the Agency Order, they would not be able to
execute against each other at the conclusion of a
FLEX SAM Auction.
23 See also SR–CBOE–2019–084.
24 This is also consistent with the auction
notification message for non-FLEX SAM Auctions.
See Rules 5.39(c)(3) and 5.40(c)(3) in the shell
Rulebook.
25 See supra note 17.
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complex orders in the same manner as
they apply to simple orders, other than
the need for complex orders (and
responses to auctions of complex
orders) to include a net price (as
required in current Rules 24A.5A,
Interpretation and Policy .05 and
24A.5B, Interpretation and Policy .01),26
the Exchange no longer believes a
separate interpretation and policy is
necessary for complex orders. The
Exchange makes FLEX AIM and SAM
Auctions, respectively, available for
complex orders in any FLEX Option
class in which it makes the applicable
auction available for simple orders, so
the Exchange no longer needs separate
flexibility to apply each auction to
complex orders as provided by current
Rules 24A.5A, Interpretation and Policy
.05 and 24A.5B, Interpretation and
Policy .01 (which state the Exchange
may determine on a class-by-class basis
to make the FLEX AIM Auction or FLEX
SAM Auction, respectively, available for
complex orders). As discussed below,
the proposed rule change will permit
multiple FLEX AIM and SAM Auctions
for a complex strategy, and in any of the
same individual series legs of the
strategy, to be ongoing at the same time,
so the proposed rule change deletes the
provisions from current Rules 24A.5A,
Interpretation and Policy .05 and
24A.5B, Interpretation and Policy .01
that state only one FLEX AIM Auction
may be ongoing at any given time.
Additionally, the proposed rule change
deletes the provision in current Rules
24A.5A, Interpretation and Policy .05
and 24A.5B, Interpretation and Policy
.01 that state unrelated FLEX Orders in
any individual series legs may not be
submitted to the electronic book for the
duration of a FLEX AIM or SAM
Auction, as there will no longer be a
book available for FLEX Orders.27 The
Exchange believes this will simplify the
FLEX AIM and SAM Auctions.
All eligibility requirements for FLEX
AIM and SAM Auctions are set forth in
the proposed rules,28 so the proposed
rule change also deletes the current
flexibility to determine order types,
origin codes, and marketability that are
eligible for those auctions from current
Rules 24A.5A, Interpretation and Policy
.05 and 24A.5B, Interpretation and
Policy .01. As discussed above, complex
orders, like simple orders, will only be
able to trade against FLEX AIM or SAM
responses, as applicable, so the
proposed rule change deletes the
provisions that state complex orders
26 See
supra note 12.
SR–CBOE–2019–084.
28 See proposed Rules 5.73(a) and 5.74(a),
respectively.
will only be eligible to trade with other
complex orders through a FLEX AIM or
SAM Auction, respectively. Order
allocation for simple and complex
orders following a FLEX AIM or SAM
Auction will continue to be the same, as
proposed Rule 5.73(e) and 5.74(e) apply
to both simple and complex orders, and
therefore the proposed rule change
deletes that provision from current
Rules 24A.5A, Interpretation and Policy
.05 and 24A.5B, Interpretation and
Policy .01. Finally, because there will
no longer be an electronic book (and
thus no BBO) for FLEX Options, the
proposed rule change deletes the
provisions in Rules 24A.5A,
Interpretation and Policy .05 and
24A.5B, Interpretation and Policy .01
regarding the impact of bids and offers
in the electronic book on FLEX AIM and
SAM Auctions, respectively, and
regarding the ability of orders in the
individual legs to be submitted to the
electronic book during an auction.
With respect to FLEX AIM Auctions,
the proposed rule change provides that
if the Initiating FLEX Trader selects a
single-price submission, it may elect for
the Initiating Order to have last priority
to trade against the Agency Order.29 If
the Initiating FLEX Trader selects a
single-price submission, it may elect for
the Initiating Order to have last priority
to trade against the Agency Order. In
this case, the Initiating Order would
only execute against any remaining
Agency Order contracts at the stop price
after the Agency Order is allocated to all
FLEX AIM responses at all prices equal
to or better than the stop price. Last
priority information is not available to
other market participants and may not
be modified after it is submitted. This
proposed rule change provides Initiating
FLEX Traders with additional control
over its execution of an Initiating Order
against an Agency Order, which may
further encourage FLEX Traders to
submit Agency Orders to a FLEX AIM
Auction for potential price
improvement opportunities for those
orders. This may also provide more
opportunities for other FLEX Traders to
participate in the FLEX AIM Auctions.
The proposed last priority option is the
same as the last priority provision
option available in non-FLEX AIM
Auctions, and thus the proposed rule
change provides further consistency
across the Exchange’s auction
mechanisms.30
The proposed rule change permits the
Initiating FLEX Trader to designate the
length of FLEX AIM and SAM Auctions,
rather than the Exchange. The
27 See
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permissible length of the auctions
continues to have a minimum of three
seconds, which is consistent with the
current Rules. The proposed rule change
also imposes a maximum for the length
of the auctions of five minutes, which
is consistent with the permissible times
for the FLEX electronic auction.31 This
will permit the Initiating FLEX Trader
to determine a reasonable timeframe for
the duration of an auction based on the
FLEX Option series or complex strategy
submitted into the auction, as well as
provide for a timely execution of
Agency Orders.
Unlike today, one or more FLEX AIM
or SAM Auctions in the same FLEX
Option series or complex strategy (as
applicable) may occur at the same time.
To the extent there is more than one
FLEX AIM or SAM Auction in a FLEX
Option series or complex strategy (as
applicable) underway at the same time,
the auctions will conclude sequentially
based on the times at which each
auction period concludes. At the time
each auction concludes, the System
allocates the Agency Order pursuant to
proposed Rule 5.73(e) or 5.74(e), as
applicable, and takes into account all
FLEX responses submitted during the
auction period. Concurrent auctions
will be permitted in various other
electronic auctions on the Exchange
following migration.32 If a FLEX Trader
attempts to initiate a FLEX AIM or SAM
Auction in a FLEX Option series while
another auction in that series is ongoing,
the Exchange believes it will provide
that second FLEX Order with an
opportunity for execution in a timely
manner by initiating another FLEX
Auction, rather than requiring the FLEX
Trader to wait for the first auction to
conclude. The second FLEX Trader may
not be able to submit a response to trade
in the ongoing FLEX AIM or SAM
Auction, because the terms may not be
consistent with that FLEX Trader’s
order (for example, there may not be
sufficient size, and the FLEX Trader
may only receive a share of the
auctioned order depending on other
responses). Therefore, the Exchange
believes providing this functionality for
FLEX AIM and SAM Auctions may
similarly lead to an increase in these
auctions, which may provide additional
opportunities for execution of FLEX
Orders.
The proposed rule change eliminates
priority for non-TPH broker-dealer
responses at the conclusion of FLEX
AIM and SAM Auctions, and thus those
responses will be prioritized in the same
31 See
29 See
proposed Rule 5.73(e)(4).
30 See Rule 5.37(e) in the shell Rulebook.
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Rule 5.72(b)(1)(F) in the shell Rulebook.
e.g., Rule 5.37(c)(1), 5.38(c)(1), 5.39(c)(1),
and 5.40(c)(1).
32 See,
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manner as all other non-Priority
Customer responses. Non-TPH brokerdealers do not, and have not, received
priority in the non-FLEX AIM and SAM
Auctions, so the proposed rule change
aligns the provision regarding who
receives first priority in a FLEX AIM or
SAM Auction with the corresponding
provisions for non-FLEX AIM and SAM
Auctions.33 The Exchange currently
prioritizes contra-interest from these
market participants to ensure that FLEX
AIM and SAM Auctions satisfy the ‘‘G’’
exemption for yielding priority to nonmembers under Section 11(a)(1) of the
Act. However, as discussed below, the
Exchange believes the FLEX AIM and
SAM Auctions, as proposed, satisfy the
‘‘Effect vs. Execute’’ exemption from
Section 11(a) under the Act, and
therefore does not need to provide
additional functionality for TPHs to
satisfy another exemption from Section
11(a) under the Act. Priority Customer
responses will continue to receive first
priority in both FLEX AIM and SAM
Auctions, as they do in non-FLEX AIM
and SAM Auctions. Therefore, the
proposed rule change provides further
consistency across the Exchange’s
auction mechanisms.34
As proposed, the general framework
of the FLEX AIM and SAM Auctions
will continue to be the same as the
Exchange’s non-FLEX AIM and SAM
Auctions, with the differences being
only those relating to the differences
between FLEX and non-FLEX Options.
The Exchange believes it will benefit
investors to provide continued
consistency across the Exchange’s price
improvement mechanisms.
The proposed rule change deletes
Rule 24A.5A, Interpretation and Policy
.06 and Rule 24A.5B, Interpretation and
Policy .02 regarding post-trade
verification procedures for FLEX AIM
and SAM Auctions for complex orders.
Due to the System updates in
connection with the System migration,
parties to executions follow FLEX AIM
and SAM Auctions will no longer need
to take additional steps with respect to
executions of complex orders following
an electronic FLEX AIM or SAM
Auction.35 These procedures require
33 See Rules 5.37(e), 5.38(e), 5.39(e), and 5.40(e)
in the shell Rulebook.
34 See Rules 5.37(e) and 5.39(e) in the shell
Rulebook.
35 Note current Rule 24A.5A, Interpretation and
Policy .06 and Rule 24A.5B, Interpretation and
Policy .02 also apply to electronic transactions in
FLEX Options with exercise prices and premiums
based on a methodology for fixing that number or
based on a percentage. As described in another rule
filing, the Exchange will no longer offer exercise
prices and premiums based on such a methodology.
See SR–CBOE–2019–084 (in which filing the
Exchange proposes to delete the provisions from
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FLEX Traders to input the leg price,
exercise price, and/or premium
information into the System following
execution of a complex FLEX Order.
Pursuant to Rule 5.72(b)(2) in the shell
Rulebook, FLEX Traders must submit all
of this information upon entry of a
FLEX Order. Therefore, pursuant to the
proposed rule change, a FLEX Trader
will be required to input the same
information for each leg of a complex
FLEX Order prior to submission rather
than following execution. A FLEX
Official may nullify a transaction
following a FLEX AIM or SAM Auction
pursuant to Rule 5.75(b) (such as if it
did not conform to the terms in Rule
4.21 in the shell Rulebook),36 or update
any inaccurate information in a complex
FLEX Order in the same manner as any
TPH may update any inaccurate
information in any order pursuant to
current Rule 6.67.37 Because all FLEX
Orders will now be systematized, as
discussed above, there is no longer a
need for separate procedures regarding
the correction of inaccurate information
entered for FLEX transactions.
The proposed rule change deletes
Rule 24A.5A, Interpretation and Policy
.07 and Rule 24A.5B, Interpretation and
Policy .05 regarding determinations
made pursuant to those Rules, because
the Exchange will announce all
determinations it may make with
respect to FLEX AIM and SAM Auctions
pursuant to Rule 1.5 in the shell
Rulebook, making these current
interpretations no longer necessary.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.38 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
current Rules regarding the ability of FLEX Traders
to designate exercise prices and premiums in these
formats).
36 Rule 5.75(b) of the shell Rulebook states, among
other things, that a FLEX Official may nullify a
FLEX Option transaction if it determines the
transaction did not conform to the terms of Rules
4.21, 4.22, 5.3, or 5.4 (or the priority principles set
forth in Rule 5.72(c) and (d), which do not apply
to transactions following a FLEX AIM or SAM
Auction).
37 Rule 6.67 in the current Rulebook describes the
Exchange’s Cboe Trade Match System, which
permits TPHs to correct bona fide errors, subject to
certain restrictions. The Exchange moved Rule 6.67
from the current Rulebook to Rule 6.6 in the shell
Rulebook in separate rule filings. See Securities
Exchange Act Release No. 86920 (September 10,
2019), 84 FR 48687 (September 16, 2019) (SR–
CBOE–2019–056); and 87079 (September 24, 2019)
(SR–CBOE–2019–062).
38 15 U.S.C. 78f(b).
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54667
6(b)(5) 39 requirements that the rules of
an exchange be designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
Additionally, the Exchange believes the
proposed rule change is consistent with
the Section 6(b)(5) 40 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange’s FLEX AIM and SAM
Auctions as proposed—both for simple
and complex orders—will function in a
substantially similar manner following
the technology migration as they do
today. The Exchange believes the
proposed rule change will remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, protect investors and the public
interest by providing continued
consistency across the Exchange’s price
improvement mechanisms for both
FLEX and non-FLEX Option. The
general framework of the FLEX AIM and
SAM Auction process as proposed to be
amended will continue to be
substantively the same as the framework
for the non-FLEX AIM and SAM
Auctions, as the Exchange recently
amended, retaining differences that
relate to the differences between FLEX
and non-FLEX Options (e.g., exercise
prices in prices or percentages, no
electronic book and thus no BBO).41 The
continued similarity of the Exchange’s
price improvement auctions will allow
the Exchange’s price improvement
functionality to continue to fit
seamlessly into the options market and
benefit market participants with
consistency across similar functionality.
When auctions have similar
functionality, Trading Permit Holders
can use the same technology and coding
for multiple auctions, rather than have
to expend resources to participate in
different auctions. Therefore,
maintaining consistency across auction
functionality will benefit investors. The
Exchange also believes this will
encourage Trading Permit Holders to
compete vigorously to provide the
opportunity for price improvement for
39 15
U.S.C. 78f(b)(5).
40 Id.
41 See
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customer orders in FLEX Options in
competitive auction processes, which
will further benefit and protect
investors.
The Exchange believes the proposed
rule change to permit an Initiating Order
submitted into a FLEX AIM Auction,
and a Solicited Order submitted into a
FLEX SAM Auction, to be comprised of
multiple contra-party orders will, in
general, protect investors and the public
interest, because it may increase the
opportunity for customers to have
orders participate in a FLEX AIM or
SAM Auction. As a result, this may
increase opportunities for price
improvement, because this will increase
the liquidity available for the Initiating
Order or Solicited Order, as applicable,
which is consistent with the purpose of
FLEX AIM and SAM Auctions. The
Exchange believes that this is beneficial
to participants because allowing
multiple contra-parties should foster
competition for filling the Initiating
Order or Solicited Order, as applicable,
and thereby result in potentially better
prices, as opposed to only allowing one
contra-party and, thereby requiring that
contra-party to do a larger size order
which could result in a worse price for
the trade.
As noted above, the proposed rule
change will allow FLEX AIM and SAM
Auctions to occur concurrently with
other FLEX AIM and SAM Auctions.
Although FLEX AIM and SAM Auctions
will be allowed to overlap, the Exchange
does not believe that this raises any
issues that are not addressed by the
proposed rule change. For example,
although overlapping, each FLEX AIM
or SAM Auction will be started in a
sequence and with a duration that
determines its processing. Thus, even if
there are two FLEX AIM or SAM
Auctions that commence and conclude,
at nearly the same time, each Auction
will have a distinct conclusion at which
time the Auction will be allocated, and
only against responses submitted into
that Auction. As discussed above, each
FLEX AIM or SAM response is required
to specifically identify the FLEX AIM or
SAM Auction, respectively, for which it
is targeted and if not fully executed will
be cancelled back at the conclusion of
the Auction. Thus, responses will be
specifically considered only in the
specified Auction.
The proposed rule change to allow
multiple auctions to overlap for Agency
Orders is consistent with functionality
already in place on other exchanges,
and will therefore remove impediments
to and perfect the mechanism of a free
and open market and a national market
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system.42 Additionally, the proposed
rule change is consistent with the
Exchange’s rules for non-FLEX AIM and
SAM Auctions.43 Those issues generally
relate to the interaction of auctioned
orders with contra-side interest at the
end of the various auctions. Different
series or complex strategies, as
applicable, are essentially different
products—orders different strategies or
in different series cannot interact, just as
orders in different classes cannot
interact. Therefore, the Exchange
believes concurrent FLEX AIM and
SAM Auctions in different series or
complex strategies, respectively, is
appropriate. The Exchange believes this
new functionality may lead to an
increase in Exchange volume and
should allow the Exchange to better
compete against other markets that
permit overlapping price improvement
auctions, while providing an
opportunity for price improvement for
Agency Orders and assuring that
Priority Customers are protected.
Therefore, the Exchange believes this
proposed rule change will protect
investors and the public interest.
While the terms of FLEX Options are
different than those of non-FLEX
Options, any potential issues raised by
concurrent auctions are the same for
non-FLEX and FLEX Options.
Additionally, unlike in non-FLEX
trading, there is no electronic book for
FLEX trading. As noted above,
responses submitted to a FLEX AIM or
SAM Auction may only execute against
the Agency Order in the Auction into
which the responses were submitted, so
there can be no conflict among contraside interest with respect to executions.
Further, unlike in non-FLEX trading,
because there is no electronic book for
FLEX Options, there are no events that
cause a FLEX AIM or SAM Auction to
conclude prior to the end of the
respective auction period that would
result in an execution, and therefore, the
same event could not cause multiple
auctions to conclude early. As discussed
above, the proposed rule change
addresses any of these potential issues.
The proposed range for the length of
each of the FLEX AIM and SAM
Auction periods is consistent with the
range for the exposure interval of the
electronic FLEX Auction. Because of the
unique terms of FLEX Options, the
Exchange believe it is appropriate to
provide a reasonable and sufficient
42 See, e.g., EDGX Rules 21.19(c)(1) and
21.22(c)(1); see also, e.g. Nasdaq ISE LLC (‘‘ISE’’)
Rules 716(d) and 723, Interpretation and Policy .04;
and Boston Options Exchange LLC (‘‘BOX’’) Rule
7270 and BOX IM–7150–3.
43 See Rules 5.37(c)(1), 5.38(c)(1), and 5.39(c)(1)
in the shell Rulebook.
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amount of time in which market
participants may submit responses.
Therefore, the minimum length of a
FLEX AIM and SAM Auction (and is
proposed to continue to be) three
seconds. The Exchange also proposes a
maximum length of an auction period of
five minutes, as the Exchange also
believes it is appropriate to provide for
efficient and timely executions so that
customers do not potentially miss a
market. The proposed rule change also
permits the Initiating FLEX Trader to
establish the length of the auction
period (which will be included in the
auction notification message), as the
FLEX Trader can determine a reasonable
period of time to provide other FLEX
Traders to respond based on the
complexity of the FLEX Option series
that is the subject of the auction, as well
as based on market conditions (for
example, in a volatile market, the FLEX
Trader may believe it is in the best
interests of a customer to have shorter
auction given quickly changing prices).
The Exchange believes the proposed
rule change to permit all FLEX Traders
(other than the Initiating FLEX Trader)
to respond to FLEX SAM Auctions will
promote just and equitable principles of
trade, remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and not designed to permit
unfair discrimination between
customers, issuers, brokers, or dealers,
because it permits all FLEX Traders to
submit responses to FLEX SAM
Auctions. Permitting all FLEX Traders
to submit responses to FLEX SAM
Auctions may result in more FLEX
Traders having the opportunity to
participate in executions at the
conclusion of FLEX SAM Auctions.
Additionally, it may increase liquidity
in FLEX SAM Auctions, which may
lead to more opportunities to price
improvement, which the Exchange
believes ultimately protects investors
and the public interest. The Exchange’s
SAM Auction for non-FLEX Options
similarly permits market-makers from
other options exchange to submit
responses.44
Additionally, much of the proposed
rule change is merely relocating
provisions from the FLEX AIM and
SAM Auction Rules (such as certain
auction eligibility requirements,
provisions related to auction responses,
and provisions related to executions
following the conclusion of an auction)
from the current Rulebook to the shell
Rulebook and making only
nonsubstantive changes, which will
44 See Rules 5.39(c)(5) and 5.40(c)(5) in the shell
Rulebook.
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therefore have no impact on FLEX AIM
and SAM Auctions. The Exchange
believes providing a reorganized,
holistic rulebook upon migration will
also benefit investors.
The proposed rule change is also
consistent with Section 11(a)(1) of the
Act 45 and the rules promulgated
thereunder. Generally, Section 11(a)(1)
of the Act restricts any member of a
national securities exchange from
effecting any transaction on such
exchange for (i) the member’s own
account, (ii) the account of a person
associated with the member, or (iii) an
account with respect to which the
member or a person associated with the
member exercises investment
discretion, unless a specific exemption
is available. Examples of common
exemptions include the exemption for
transactions by broker dealers acting in
the capacity of a market maker under
Section 11(a)(1)(A),46 the ‘‘G’’
exemption for yielding priority to nonmembers under Section 11(a)(1)(G) of
the Act and Rule 11a1–1(T)
thereunder,47 and ‘‘Effect vs. Execute’’
exemption under Rule 11a2–2(T) under
the Act.48
The ‘‘Effect vs. Execute’’ exemption
permits an exchange member, subject to
certain conditions, to effect transactions
for covered accounts by arranging for an
unaffiliated member to execute
transactions on the exchange. To
comply with Rule 11a2–2(T)’s
conditions, a member: (a) Must transmit
the order from off the exchange floor; (b)
may not participate in the execution of
the transaction once it has been
transmitted to the member performing
the execution; 49 (c) may not be affiliated
with the executing member; and (d)
with respect to an account over which
the member has investment discretion,
neither the member nor its associated
person may retain any compensation in
connection with effecting the
transaction except as provided in the
Rule. For the reasons set forth below,
the Exchange believes that TPHs
entering orders into a FLEX AIM or
SAM Auction would satisfy the
requirements of Rule 11a2–2(T).
The Exchange believes FLEX AIM and
SAM Auctions will place all users—
both TPHs and non-TPHs—on the
45 15 U.S.C. 78k(a). Section 11(a)(1) prohibits a
member of a national securities exchange from
effecting transactions on that exchange for its own
account, the account of an associated person, or an
account over which it or its associated person
exercises discretion unless an exception applies.
46 15 U.S.C. 78k(a)(1)(A).
47 15 U.S.C. 78k(a)(1)(G) and 17 CFR 240.11a1–
1(T).
48 17 CFR 240.11a2–2(T).
49 The member may, however, participate in
clearing and settling the transaction.
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‘‘same footing’’ as intended by
Rule11a2–2(T). Given the automated
matching and execution at the
conclusion of a FLEX AIM or SAM
Auction, no TPH would enjoy any
special control over the time of
execution or special order handling
advances for orders executed
electronically following a FLEX AIM or
SAM Auction, because such orders
would be centrally processed for
execution by computer, as compared to
being handled by a member through
bids and offers on the trading floor.
Because the electronic trading platform
components are designed to prevent any
TPHs from gaining any time and place
advantages, the Exchange believes each
of the FLEX AIM and SAM Auctions
satisfies the four components of the
‘‘Effect vs. Execute’’ rule as well as the
general policy objectives of Section
11(a) of the Act.
In the context of automated trading
systems, the Commission has found that
the off-floor transmission requirement is
met if a covered account order is
transmitted from off the floor directly to
the Exchange by electronic means.50
Because the Exchange’s FLEX AIM and
SAM Auctions each receive, and will
continue to receive, orders from FLEX
Traders electronically through remote
terminals or computer-to-computer
interfaces, the Exchange believes that
orders submitted to a FLEX AIM or
SAM Auction from off the Exchange’s
trading floor will satisfy the off-floor
transmission requirement.51
The second condition of Rule 11a2–
2(T) requires that neither a member nor
an associated person of such member
participate in the execution of its order.
The Exchange represents that, upon
submission to a FLEX AIM or SAM
Auction, an order or response will be
executed automatically pursuant to the
Rules set forth for the applicable
Auction. In particular, execution of an
order or response sent to a FLEX AIM
or SAM Auction depends not on the
50 See, e.g., Securities Exchange Act Release Nos.
61419 (January 26, 2010), 75 FR 5157 (February 1,
2010) (SR–BATS–2009–031) (approving BATS
options trading); 59154 (December 23, 2008), 73 FR
80468 (December 31, 2008) (SR–BSE–2008–48)
(approving equity securities listing and trading on
BSE); 57478 (March 12, 2008), 73 FR 14521 (March
18, 2008) (SR–NASDAQ–2007–004 and SR–
NASDAQ–2007–080) (approving NOM options
trading); 53128 (January 13, 2006), 71 FR 3550
(January 23, 2006) (File No. 10–131) (approving The
Nasdaq Stock Market LLC); 44983 (October 25,
2001), 66 FR 55225 (November 1, 2001) (SR–PCX–
00–25) (approving Archipelago Exchange); 29237
(May 24, 1991), 56 FR 24853 (May 31, 1991) (SR–
NYSE–90–52 and SR–NYSE–90–53) (approving
NYSE’s Off-Hours Trading Facility); and 15533
(January 29, 1979), 44 FR 6084 (January 31, 1979)
(‘‘1979 Release’’).
51 See Rule 5.72(e) in the shell Rulebook.
PO 00000
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54669
FLEX Trader entering the order or
response, but rather on what other
orders and responses are present and
the priority of those orders and
responses. Thus, at no time following
the submission of an order or response
is a FLEX Trader or associated person of
such FLEX Trader able to acquire
control or influence over the result or
timing of order or response execution.
The Initiating FLEX Trader may not
cancel or modify the Agency Order or
applicable contra-side order once
submitted into a FLEX AIM or SAM
Auction, but FLEX Traders may modify
or cancel their responses after being
submitted into a FLEX AIM or SAM
Auction.52 Once the Agency Order and
Initiating Order or Solicited Order, or
response, as applicable, have been
transmitted, the FLEX Trader that
submitted the order or response will not
participate in its execution. No FLEX
Trader, including the Initiating FLEX
Trader, will see a response submitted
into a FLEX AIM or SAM Auction, and
therefore and will not be able to
influence or guide the execution of the
Agency Orders (or contra-side orders) or
responses, as applicable. Finally, with
respect to FLEX AIM, the last priority
feature will not permit a FLEX Trader to
have any control over an order. The
election to apply last priority to an
Initiating Order is available prior to the
submission of the order and therefore
could not be utilized to gain influence
or guide the execution of the Agency
Order and Initiating Order. The
information provided with respect to
the last priority feature by the Initiating
FLEX Trader will not be broadcast and
further, the information may not be
modified by the Initiating FLEX Trader
during the FLEX AIM Auction.53
Rule 11a2–2(T)’s third condition
requires that the order be executed by
an exchange member who is unaffiliated
with the member initiating the order.
The Commission has stated that the
requirement is satisfied when
automated exchange facilities, such as
FLEX AIM and SAM Auctions, are used,
as long as the design of these systems
ensures that members do not possess
any special or unique trading
advantages in handling their orders after
52 The Exchange notes that the Commission has
stated that the non-participation requirement does
not preclude members from cancelling or modifying
orders, or from modifying instructions for executing
orders, after they have been transmitted so long as
such modifications or cancellations are also
transmitted from off the floor. See Securities
Exchange Act Release No. 14563 (March 14, 1978),
43 FR 11542, 11547 (the ‘‘1978 Release’’).
53 See proposed Rule 5.73(e)(4).
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transmitting them to the exchange.54
The Exchange represents that the FLEX
AIM and SAM Auctions are designed so
that no FLEX Trader has any special or
unique trading advantage in the
handling of its orders or responses after
transmitting them to the mechanisms.
A TPH (not acting in a market-maker
capacity) could submit an order for a
covered account from off of the
Exchange’s trading floor to an
unaffiliated floor broker for submission
for execution the FLEX AIM or SAM
Auction from the trading floor and
satisfy the ‘‘Effect vs. Execute’’
exemption (assuming the other
conditions are satisfied).55 However, a
TPH, relying on this exemption, could
not submit an order for a covered
account to its ‘‘house’’ floor broker on
the trading floor for execution. Because
a TPH may not rely on the ‘‘G’’
exemption when submitting an order to
a FLEX AIM or SAM Auction,56 it must
ensure another exception applies in this
situation.
Rule 11a2–2(T)’s fourth condition
requires that, in the case of a transaction
effected for an account with respect to
which the initiating member or an
associated person thereof exercises
investment discretion, neither the
initiating member nor any associated
person thereof may retain any
compensation in connection with
effecting the transaction, unless the
person authorized to transact business
for the account has expressly provided
otherwise by written contract referring
to Section 11(a) of the Act and Rule
11a2–2(T) thereunder.57 The Exchange
54 In considering the operation of automated
execution systems operated by an exchange, the
Commission noted that, while there is not an
independent executing exchange member, the
execution of an order is automatic once it has been
transmitted into the system. Because the design of
these systems ensures that members do not possess
any special or unique trading advantages in
handling their orders after transmitting them to the
exchange, the Commission has stated that
executions obtained through these systems satisfy
the independent execution requirement of Rule
11a2–2(T). See 1979 Release.
55 Orders for covered accounts that rely on the
‘‘Effect vs. Execute’’ exemption in this scenario
must be transmitted from a remote location directly
to the Floor Broker on the trading floor by
electronic means.
56 See Rule 5.72(e) in the shell Rulebook; see also
proposed Rules 5.73(e) and 5.74(e) (which do not
prioritize non-TPH broker-dealers, as would be
necessary for submission of orders into the FLEX
AIM and SAM Auctions to comply with the ‘‘G:
exemption).
57 See 17 CFR 240.11a2–2(T)(a)(2)(iv). In addition,
Rule 11a2–2(T)(d) requires a member or associated
person authorized by written contract to retain
compensation, in connection with effecting
transactions for covered accounts over which such
member or associated persons thereof exercises
investment discretion, to furnish at least annually
to the person authorized to transact business for the
account a statement setting forth the total amount
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recognizes that FLEX Traders relying on
Rule 11a2–2(T) for transactions effected
through a FLEX AIM or SAM Auction
must comply with this condition of the
Rule, and the Exchange will enforce this
requirement pursuant to its obligations
under Section 6(b)(1) of the Act to
enforce compliance with federal
securities laws.
Therefore, Exchange believes that the
instant proposal is consistent with Rule
11a2–2(T), and that therefore the
exception should apply in this case.
Therefore, the Exchange believes the
proposed rule change is consistent with
Section 11(a) of the Act and the Rules
thereunder.
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 that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange does not believe the proposed
rule change will impose any burden on
intramarket competition. FLEX AIM and
SAM Auctions will continue to be
voluntary for FLEX Traders to use and
will be available to all FLEX Traders.
Additionally, the ability to respond to
FLEX SAM Auctions will now be
available to all FLEX Traders (except the
Initiating TPH, which is consistent with
the requirement that the contra-side
order be a solicitation rather than a
facilitation). These auction mechanisms
will apply to all FLEX Traders in the
same manner. The Exchange believes
the FLEX AIM and SAM Auctions will
continue to provide opportunities price
improvement for Agency Orders in
FLEX Options in a competitive auction
process.
The Exchange does not believe the
proposed rule change will impose any
burden on intermarket competition. The
Exchange believes keeping FLEX AIM
and SAM Auctions aligned with
corresponding non-FLEX auction
mechanisms, with the only differences
relating to the differences between FLEX
and non-FLEX options, may further
encourage submission of FLEX Orders
into these price improvement
mechanisms. By enhancing our FLEX
trading platform, the Exchange believes
it may be a more attractive alternative to
the OTC market. The Exchange believes
market participants benefit from being
able to trade customized options in an
exchange environment in several ways,
including but not limited to the
following: (1) Enhanced efficiency in
initiating and closing out position; (2)
increased market transparency; and (3)
heightened contra-party
creditworthiness due to the role of OCC
as issuer and guarantor of FLEX
Options.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 58 and Rule 19b–
4(f)(6) thereunder.59
A proposed rule change filed
pursuant to Rule 19b-4(f)(6) under the
Act 60 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 61
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has
requested that the Commission waive
the 30-day operative delay so that the
proposed rule change may become
operative prior to the proposed
Exchange’s system migration on October
7, 2019, in order to permit the Exchange
to provide FLEX AIM and SAM Auction
functionality to market participants on
an uninterrupted basis. In support of its
waiver request, the Exchange states that
the FLEX AIM and SAM Auctions for
both simple and complex orders will
function in a substantially similar
manner following the technology
58 15
of compensation retained by the member in
connection with effecting transactions for the
account during the period covered by the statement
which amount must be exclusive of all amounts
paid to others during that period for services
rendered to effect such transactions. See also 1978
Release (stating ‘‘[t]he contractual and disclosure
requirements are designed to assure that accounts
electing to permit transaction-related compensation
do so only after deciding that such arrangements are
suitable to their interests’’).
PO 00000
Frm 00086
Fmt 4703
Sfmt 4703
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
60 17 CFR 240.19b–4(f)(6).
61 17 CFR 240.19b–4(f)(6)(iii).
59 17
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migration as they do today. The
Exchange further notes that the general
framework of the Exchange’s FLEX AIM
and SAM Auction process will continue
to be substantively the same as the
framework for the non-FLEX AIM and
SAM Auctions, except for differences
that relate to the distinctions between
FLEX and non-FLEX Options.62
Additionally, the Exchange states that
the proposal relocates certain provisions
from the current Rulebook to the shell
Rulebook, such as provisions related to
auction eligibility requirements, auction
responses, and executions following the
conclusion of an auction, and makes
only non-substantive changes to such
provisions, which the Exchange believes
will have no impact on FLEX AIM and
SAM Auctions. The Exchange further
notes that it has provided market
participants with notice of this change
in advance of the system migration.63
For these reasons, the Commission
believes that waiving the 30-day
operative delay is consistent with the
protection of investors and the public
interest. Accordingly, the Commission
designates the proposed rule change to
be operative upon filing.64
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
62 See
supra note 41.
e.g, Exchange Notice C2019092500,
Trading of FLEX Options on Cboe Options
Exchange (September 25, 2019); Exchange Notice
2019092501, Cboe Town Hall on FLEX Trading on
the New Cboe Options Exchange Platform
(September 25, 2019); BOE and FIX Specifications,
available at https://markets.cboe.com/us/options/
support/technical/.
64 For purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
63 See,
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19:50 Oct 09, 2019
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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–
CBOE–2019–093 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–CBOE–2019–093. 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–CBOE–2019–093 and
should be submitted on or before
October 31, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.65
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–22157 Filed 10–9–19; 8:45 am]
BILLING CODE 8011–01–P
65 17
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54671
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87235; File No. SR–CBOE–
2019–084]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the
Exchange’s Rules Regarding the
Trading of Flexible Exchange Options,
and Move Those Rules From the
Currently Effective Rulebook to the
Shell Structure for the Exchange’s
Rulebook That Will Become Effective
Upon the Migration of the Exchange’s
Trading Platform to the Same System
Used by the Cboe Affiliated Exchanges
October 4, 2019.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
2, 2019, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
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 ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
thereunder.4 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
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to amend
the Exchange’s Rules regarding the
trading of flexible exchange options
‘‘FLEX Options’’ 5 and moves those
Rules from the currently effective
Rulebook (‘‘current Rulebook’’) to the
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
5 See current Rule 24A.1(d), (f), and (g) (which
define a FLEX Option, FLEX Index Option, and
FLEX Equity Option) and proposed definition of
FLEX Option in Rule 1.1 of the shell Rulebook
(with nonsubstantive changes to simplify the
definition of FLEX Options). A FLEX Option on an
equity security may be referred to as a ‘‘FLEX
Equity Option,’’ and a FLEX Option on an index
may be referred to as a ‘‘FLEX Index Option.’’ The
proposed rule change also adds a period following
the rule number of Rule 1.1 to conform to the
formatting of other Rules in the shell Rulebook. The
proposed rule change also deletes the
corresponding definitions of Non-FLEX Option,
Non-FLEX Equity Option, and Non-FLEX Index
Option, as the Exchange believes the meanings of
those terms are self-evident, making the definitions
unnecessary. See current Rule 24A.1(o), (p), and (q).
2 17
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Agencies
[Federal Register Volume 84, Number 197 (Thursday, October 10, 2019)]
[Notices]
[Pages 54659-54671]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-22157]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87237; File No. SR-CBOE-2019-093]
Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Exchange's Rules Regarding the Automated Improvement Mechanism and
Solicitation Auction Mechanism for Flexible Exchange Options, and Move
Those Rules From the Currently Effective Rulebook to the Shell
Structure for the Exchange's Rulebook That Will Become Effective Upon
the Migration of the Exchange's Trading Platform to the Same System
Used by the Cboe Affiliated Exchanges
October 4, 2019.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on October 4, 2019, Cboe Exchange, Inc. (the ``Exchange'' or
``Cboe Options'') filed with the Securities and Exchange Commission
(the ``Commission'') the 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 \3\ and Rule
19b-4(f)(6) thereunder.\4\ 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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') proposes
to amend the Exchange's Rules regarding the automated improvement
mechanism (``AIM'') and solicitation auction mechanism (``SAM'') for
flexible exchange options (``FLEX Options'') (``FLEX AIM'' and ``FLEX
SAM,'' respectively) and moves those Rules from the currently effective
Rulebook (``current Rulebook'') to the shell structure for the
Exchange's Rulebook that will become effective upon the migration of
the Exchange's trading platform to the same system used by the Cboe
Affiliated Exchanges (as defined below) (``shell Rulebook''). The text
of the proposed rule change is provided in Exhibit 5.
[[Page 54660]]
The text of the proposed rule change is also available on the
Exchange's website (https://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), 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
In 2016, the Exchange's parent company, Cboe Global Markets, Inc.
(formerly named CBOE Holdings, Inc.) (``Cboe Global''), which is also
the parent company of Cboe C2 Exchange, Inc. (``C2''), acquired Cboe
EDGA Exchange, Inc. (``EDGA''), Cboe EDGX Exchange, Inc. (``EDGX'' or
``EDGX Options''), Cboe BZX Exchange, Inc. (``BZX'' or ``BZX
Options''), and Cboe BYX Exchange, Inc. (``BYX'' and, together with
Cboe Options, C2, EDGX, EDGA, and BZX, the ``Cboe Affiliated
Exchanges''). The Cboe Affiliated Exchanges are working to align
certain system functionality, retaining only intended differences
between the Cboe Affiliated Exchanges, in the context of a technology
migration. Cboe Options intends to migrate its trading platform to the
same system used by the Cboe Affiliated Exchanges, which the Exchange
expects to complete on October 7, 2019. In connection with this
technology migration, the Exchange has a shell Rulebook that resides
alongside its current Rulebook, which shell Rulebook will contain the
Rules that will be in place upon completion of the Cboe Options
technology migration.
The proposed rule change amends current Rules 24A.5A and 24A.5B
regarding the FLEX AIM Auction and the FLEX SAM Auction, respectively.
The proposed changes reflect recent amendments to general FLEX trading
rules as well as recent amendments to the non-FLEX AIM and SAM
Auctions.\5\ The proposed rule change amends and moves the following
provisions regarding the terms of FLEX AIM and SAM Auctions from the
current Rulebook to the shell Rulebook. In addition to the substantive
changes described below, the proposed rule change makes additional
nonsubstantive changes to these Rules, including to make the rule text
plain English, simplify the rule provisions, update cross-references
and paragraph numbering and lettering, reorganize certain provisions,
and eliminate redundant provisions.
---------------------------------------------------------------------------
\5\ See SR-CBOE-2019-045 (proposed changes to the Exchange's
non-FLEX AIM Auction); SR-CBOE-2019-051 (proposed changes to the
Exchange's non-FLEX complex AIM Auctions); SR-CBOE-2019-063
(proposed changes to the Exchange's non-FLEX SAM Auction); SR-CBOE-
2019-064 (proposed changes to the Exchange's non-FLEX C-SAM
Auction); and SR-CBOE-2019-084 (proposed changes to the Exchange's
FLEX trading rules).
----------------------------------------------------------------------------------------------------------------
Current rule (current Proposed rule (shell Proposed substantive
Rule provision rulebook) rulebook) changes
----------------------------------------------------------------------------------------------------------------
FLEX AIM Auction
----------------------------------------------------------------------------------------------------------------
A FLEX Trader may electronically Rule 24A.5A, Rule 5.73, The proposed rule change
submit for execution an order introductory introductory clarifies that an
(which may be a simple or complex paragraph and paragraph. Initiating Order may
order) it represents as agent Interpretations and consist of one or more
(``Agency Order'') against Policies .04 and .05. solicited orders, as
principal or solicited order(s) further discussed below.
(except for the account of any The proposed rule change
FLEX Market-Maker \6\ with an also specifies in the
appointment in the applicable FLEX introductory paragraph
Option class on the Exchange (an that both simple and
``Initiating Order'') provided it complex orders may be
submits the Agency Order for submitted into a FLEX AIM
electronic execution into a FLEX Auction, as the auction
AIM Auction. will apply to both simple
and complex orders in a
substantially similar
manner, as further
discussed below. The
proposed rule change
deletes a price
requirement related to the
best bid or offer
(``BBO''),\7\ because
there will no longer be an
electronic book (and thus
no BBO) for FLEX
Options.\8\ Because the
Exchange does not
currently have an
electronic book for FLEX
Option classes, and thus
there are no resting
orders to potentially
execute at the conclusion
of a FLEX AIM Auction,
deletion of this provision
will have no impact on how
FLEX AIM Auctions operate.
An Agency Order must be in a FLEX Rule 24A.5A(a)(1)..... Rule 5.73(a)(1)....... None.
Option class the Exchange
designates as eligible for FLEX
AIM Auctions.
The Agency Order and Initiating N/A................... Rule 5.73(a)(2)....... This requirement is not
Order must each be a FLEX Order explicitly stated in the
that complies with Rule 5.72(b) in current Rules; however, it
a permissible FLEX Option series is consistent with current
that complies with Rule 4.21. functionality, and the
proposed rule change
merely states this in the
Rules. For a FLEX AIM
Auction to occur, the
orders submitted would
need to be in a series
eligible for FLEX trading,
and thus include all the
terms necessary to
comprise a FLEX Option
series.\9\
The Initiating FLEX Trader must Rule.................. Rule.................. None.
mark an Agency Order for FLEX AIM 24A.5A(b)(1)(i)....... 5.73(a)(3)............
Auction processing.
There is no minimum size for Agency Rule 24A.5A(a)(1) and Rule 5.73(a)(4)....... The proposed rule change
Orders. The Initiating Order must (2) and deletes the provision from
be for the same size as the Agency Interpretation and current subparagraph
Order. Policy .03. (a)(1) that permits the
Exchange to designate
eligibility size
parameters for FLEX AIM
Auctions. The Exchange has
not designated any such
eligibility size
parameters, and intends to
continue to have no
minimum size requirements
for Agency Orders, so the
Exchange no longer needs
this flexibility. The
proposed rule change
clarifies in the Rules
that the Initiating Order
must be for the same size
as the Agency Order, which
is implied by the current
Rules.\10\
[[Page 54661]]
The price of the Agency Order and Rule.................. Rule 5.73(a)(5)....... The current rule state the
Initiating Order must be in an 24A.5A(b)(1)(vii) and minimum increment for
increment the Exchange determines Interpretation and responses and the
on a class basis (which may not be Policy .05. Initiating TPH's
smaller than the amounts set forth submission is determined
in Rule 5.4(c)(4)\11\ of the shell by the Exchange but may
Rulebook). The price must be in not be smaller than $0.01
the same format (i.e., price or or .01%, and premiums are
percentage) as the exercise price rounded to the nearest
of the FLEX Option series. If the minimum increment. This is
Agency Order and Initiating Order consistent with the
are complex orders, the price must minimum increment
be a net price \12\ for the available for all FLEX
complex strategy. Trading, so the proposed
rule change merely
references Rule 5.4(c)(4)
in the shell Rulebook,
which describes the
permissible minimum
increments for FLEX Option
series, rather than
repeats those increments.
Additionally, while
current rules permit bids
and offers (including the
price submitting into a
FLEX AIM Auction) to be in
a different format than
the exercise price of a
FLEX Option series, the
current functionality does
not permit this. Rule
5.3(e)(3) in the shell
Rulebook makes it clear
that bids and offers must
be in the same format as
the exercise price, as it
would be difficult to
apply a dollar price for a
FLEX Option series with a
percentage-based exercise
price.\13\ There is no
substantive change to the
permissible minimum
increments for orders
submitted to a FLEX AIM
Auction. The proposed rule
change maintains the rule
provision that complex
Agency and Initiating
Orders must include a net
price. See the discussion
below regarding the
application of FLEX AIM to
complex orders, including
proposed changes to
current Rule 24A.5A,
Interpretation and Policy
.05.
An Initiating FLEX Trader may only N/A................... Rule.................. This is consistent with
submit an Agency Order to a FLEX 5.73(a)(6)............ current functionality, as
AIM Auction after trading in FLEX executions cannot occur
Options is open pursuant to Rule prior to the opening of
5.71\14\. trading. The proposed rule
change clarifies this in
the Rule.
The System rejects or cancels both N/A................... Rule 5.73(a).......... This is consistent with
an Agency Order and Initiating current functionality and
Order submitted to a FLEX AIM the concept of eligibility
Auction that do not meet the requirements, and the
conditions in proposed paragraph proposed rule change
(a). explicitly states this in
the Rule.
The Initiating Order must stop the Rule.................. Rule 5.73(b).......... The proposed rule change
entire Agency Order at a price in 24A.5A(b)(1)(vii) and references Rule 5.4 in the
the same format (i.e., price or Interpretation and shell Rulebook, which
percentage) as the exercise price Policy .05. describes the permissible
of the FLEX Option series. If the minimum increments for
Agency Order and Initiating Order FLEX Option series, rather
are complex orders, the price must than repeats those
be a net price for the complex increments. There is no
strategy. substantive change to the
permissible minimum
increments for orders
submitted to a FLEX AIM
Auction.
The Initiating FLEX Trader must Rule.................. Rule 5.73(b)(1) and The proposed rule change
specify (1) a single price at 24A.5A(a)(2) and (2). deletes the provision that
which it seeks to execute the (b)(1)(i). the Agency Order will be
Agency Order against the stopped at the better of
Initiating Order (a ``single-price the BBO or the Agency
submission''), including whether Order's limit price if
it elects to have last priority in designated as auto-match,
allocation (as described in and instead will have an
proposed subparagraph (e)(4)); or initial stop price,
(2) an initial stop price and because there will no
instruction to automatically match longer be an electronic
the price and size of all FLEX AIM book (and thus no BBO) for
responses (``auto-match'') at each FLEX Options.\15\
price, up to a designated limit
price, better than the price at
which the balance of the Agency
Order can be fully executed ( the
``final auction price'').
The System rejects or cancels both N/A................... Rule 5.73(b).......... This is consistent with
an Agency Order and Initiating current functionality and
Order submitted to a FLEX AIM the concept of eligibility
Auction that do not meet the requirements, and the
conditions in proposed paragraph proposed rule change
(b). explicitly states this in
the Rule.
One or more FLEX AIM Auctions in Rule.................. Rule 5.73(c)(1)....... The proposed rule change
the same FLEX Option series or 24A.5A(b) and permits concurrent FLEX
complex strategy, as applicable, Interpretation and AIM Auctions, which the
may occur at the same time. Policy .05. current rule prohibits, as
further discussed below.
The proposed rule change
also deletes the provision
that says unrelated FLEX
Orders may not be
submitted to the
electronic book for the
duration of a FLEX AIM
Auction, because there
will no longer be an
electronic book (and thus
no BBO) for FLEX Options.
The System initiates the FLEX AIM Rule.................. Rule 5.73(c)(2)....... The current rule states the
Auction process by sending a FLEX 24A.5A(b)(1)(ii) and auction message (currently
AIM Auction notification message (vi). called a request for
detailing the side, size, Auction responses (``RFR''))
ID, the length of the FLEX AIM details the size and side
Auction period, and FLEX option of the order, which
series or complex strategy, as message is set to all FLEX
applicable, of the Agency Order to Traders that have elected
all FLEX Traders that elect to to receive RFRs upon
receive FLEX AIM Auction receipt of a properly
notification messages. FLEX AIM designated Agency Order
Auction notification messages are for FLEX AIM processing.
not disseminated to OPRA. Other than changes to
terminology and other
nonsubstantive changes,
the proposed rule change
adds that this message
will also include the
Auction ID and options
series or complex
strategy, as applicable,
of the Agency Order. This
is consistent with the
current RFR that is
disseminated, and the
proposed rule change
merely adds details to the
rule. The proposed rule
change to add that the
FLEX AIM Auction
notification message
includes the length of the
FLEX AIM Auction period
relates to the proposed
change below that the
Initiating FLEX Trader,
rather than the Exchange,
will designate the length
of the FLEX AIM Auction
period (and therefore FLEX
Traders will know how long
they have to respond to a
FLEX AIM Auction). The
proposed rule change also
adds that AIM Auction
notification messages are
not included in the
disseminated OPRA, which
is also consistent with
current functionality.\16\
The ``FLEX AIM Auction period'' is Rule.................. Rule 5.73(c)(3)....... The proposed rule change
a period of time designated by the 24A.5A(b)(1)(iii)..... adds a maximum time to the
Initiating FLEX Trader, which may range for the FLEX AIM
be no less than three seconds and Auction period (the
no more than five minutes. The minimum potential auction
designated length of the FLEX AIM period remains three
Auction period may not be longer seconds), which proposed
than the amount of time remaining maximum time is consistent
until the market close. with current Exchange
authority under the
current Rules.
Additionally, this
corresponds to the same
permissible time range as
that for electronic FLEX
Auctions pursuant to Rule
5.72(c) in the shell
Rulebook, and permits the
Initiating FLEX Trader to
designate the length of
the FLEX AIM Auction when
submitting the Agency
Order rather than have the
Exchange establish a
length for all FLEX AIM
Auctions. It also ensures
that a FLEX AIM Auction
will conclude prior to the
close of trading to
prevent executions after
the market close. This is
consistent with the
standard FLEX electronic
auction, which permits
FLEX Traders to designate
the length of that auction
(and permits it to be from
three seconds to five
minutes). This provides
consistency among
electronic FLEX auctions.
Additionally, it provides
FLEX Traders with
flexibility regarding the
duration of the exposure
time, which it may want to
be longer than three
seconds due to the terms
of the FLEX Option series
being auctioned.\17\
An Initiating FLEX Trader may not Rule.................. Rule 5.73(c)(4)....... The proposed rule change
modify or cancel an Agency Order 24A.5A(b)............. makes only nonsubstantive
or Initiating Order after changes to this provision,
submission to a FLEX AIM Auction. as well as clarifies that
the prohibition on the
Initiating FLEX Trader
from modifying or
cancelling an order after
submission to a FLEX AIM
Auction applies to both
the Agency Order and the
Initiating Order (the
current rules only
references the Agency
Order; however, they are
submitted as a pair, and
thus not being able to
modify or cancel the
Agency Order means that
the Initiating FLEX Trader
is not able to modify or
cancel the Initiating
Order either).
Any FLEX Trader may submit Rule.................. Rule 5.73(c)(5)....... The current rule specifies
responses to a FLEX AIM Auction 24A.5A(b)(1)(iv) and that responses must
that are properly marked (v). include prices and sizes;
specifying price, size, side, and the proposed rule change
the Auction ID for the FLEX AIM adds responses must also
Auction to which the FLEX Trader specify side and an
is submitting the response. A FLEX Auction ID, which is
AIM response may only participate consistent with current
in the FLEX AIM Auction with the functionality and merely
Auction ID specified in the adds details to the rule.
response. The proposed rule change
adds that a FLEX AIM
response may only
participate in the AIM
Auction with the Auction
ID specified in the
response. This is
consistent with current
functionality. The
Exchange proposes to
include this language
given the above proposal
that permits concurrent
FLEX AIM Auctions. The
proposed rule change
deletes the provision that
caps the price of a FLEX
AIM response at the
opposite side of the BBO,
because there will no
longer be an electronic
book (and thus no BBO) for
FLEX Options.
[[Page 54662]]
The minimum price increment for Rule.................. Rule 5.73(c)(5)(A).... The proposed rule change
FLEX AIM responses is the same as 24A.5A(b)(1)(vii) and adds that the System
the one the Exchange determines Interpretation and rejects a FLEX AIM
for a class pursuant to Policy .05. response that is not in
subparagraph (a)(4) above, and the applicable minimum
must be in the same format (i.e., increment or format, which
price or percentage) as the is consistent with current
exercise price of the FLEX Option functionality and merely
series. A response to a FLEX AIM adds detail to the rule.
Auction of a complex Agency Order See the discussion below
must have a net price. The System regarding the application
rejects a FLEX AIM response that of FLEX AIM to complex
is not in the applicable minimum orders, including proposed
increment or format. changes to current Rule
24A.5A, Interpretation and
Policy .05.
A FLEX Trader may submit multiple N/A................... Rule.................. This is consistent with
FLEX AIM responses at the same or 5.73(c)(5)(B) and (C). current functionality.
multiple prices to a FLEX AIM Current Rule 24A.5A
Auction. For purposes of a FLEX contains no restriction on
AIM Auction, the System aggregates how many responses a FLEX
all of a FLEX Trader's FLEX AIM Trader may submit; the
responses for the same EFID at the proposed rule change
same price. The System caps the merely makes this explicit
size of a FLEX AIM response, or in the Rules. The proposed
the aggregate size of a FLEX rule change also states
Trader's FLEX AIM responses for for purposes of a FLEX AIM
the same EFID at the same price, Auction, the System
at the size of the Agency Order aggregates all of a FLEX
(i.e., the System ignores size in Trader's FLEX AIM
excess of the size of the Agency responses for the same
Order when processing the FLEX AIM EFID at the same price.
Auction). This (combined with the
proposed size cap) will
prevent a FLEX Trader from
submitting multiple
orders, quotes, or
responses at the same
price to obtain a larger
pro-rata share of the
Agency Order.
FLEX AIM responses must be on the N/A................... Rule.................. This is consistent with
opposite side of the market as the 5.73(c)(5)(D)......... current functionality, and
Agency Order. The System rejects a the proposed rule change
FLEX AIM response on the same side merely adds this detail to
of the market as the Agency Order. the rules. Additionally,
the Exchange believes this
is reasonable given that
the purpose of an AIM
response is to trade
against the Agency Order
in the AIM Auction into
which the AIM response was
submitted.
FLEX AIM responses are not visible Rule.................. Rule.................. None.
to AIM Auction participants or 24A.5A(b)(1)(vi)...... 5.73(c)(5)(E).........
disseminated to OPRA.
A FLEX Trader may modify or cancel Rule.................. Rule.................. The current Rule permits
its FLEX AIM responses during the 24A.5A(b)(1)(viii).... 5.73(c)(5)(F)......... FLEX Traders to cancel a
FLEX AIM Auction. FLEX AIM response, but
does not explicitly state
that those responses may
be modified. A
modification of a response
is equivalent to a
cancellation of an
existing response and
submission of a new
response, but may instead
be done through a
different message type.
Therefore, the proposed
rule change permits the
same activity that can be
done pursuant to the
current rule, but merely
in a different manner
(i.e., modification rather
than cancellation and
separate entry).
A FLEX AIM Auction concludes at the Rule.................. Rule.................. The proposed rule change
earliest to occur of the following 24A.5A(b)(2).......... 5.73(d)............... deletes the provision that
times: (1) The end of the FLEX AIM says a FLEX AIM Auction
Auction period; and (2) any time will conclude any time an
the Exchange halts trading in the RFR response matches the
affected series, provided, BBO on the opposite side
however, that in such instance the of the market from the RFR
FLEX AIM Auction concludes without responses, because there
execution. will no longer be an
electronic book (and thus
no BBO) for FLEX Options.
At the conclusion of the FLEX AIM Rule 24A.5A(b)(3)..... Rule 5.73(e).......... The proposed rule change
Auction, the System allocates the deletes references to
Initiating Order or FLEX AIM executions against FLEX
responses against the Agency Order Orders, and whether the
at the best price(s) to the price final auction price locks
at which the balance of the Agency an order on the electronic
Order can be fully executed (the book, because there will
``final auction price''). If the no longer be an electronic
FLEX AIM Auction results in no book (and thus no BBO) for
price improvement, the System FLEX Options, and thus
executes the Agency Order at the Agency Orders will only
stop price in the following order: execute responses or the
Priority Customer responses Initiating Order, as
receive first priority at each applicable. The proposed
price level, the Initiating Order rule change deletes the
participation entitlement (50% or reference to a FLEX
40% depending on how many FLEX Appointed Market-Maker
Traders submitted FLEX AIM participation entitlement,
responses at the same price as there are currently no
receives second priority at the FLEX Appointed Market-
final auction price, all other Makers, and the Exchange
responses have third priority and has not applied a
are allocated on a pro-rata basis participation entitlement,
pursuant to Rule 5.32(a)(1)(B), and as a result, the
and the Initiating Order would Exchange is deleting FLEX
have fourth priority to the extent Appointed Market-Makers
there are any remaining contracts. from the Rules.\18\ The
If the FLEX AIM Auction results in proposed rule change
price improvement for the Agency provides that non-Priority
Order and the Initiating FLEX Customer FLEX AIM
Trader selected a single-price responses will be
submission, at each price better allocated in a pro-rata
than the final auction price, the manner rather than price-
System executes the Agency Order time. The majority of
first to Priority Customer classes on the Exchange
responses (in time priority) and currently have a base
then to all other FLEX AIM allocation algorithm of
responses, allocated on a pro-rata pro-rata, and therefore
basis. At the final auction price, the Exchange believes it
the System executes any remaining is a reasonable manner in
contracts from the Agency Order at which to allocate FLEX AIM
that price in the order set forth responses. FLEX AIM
in proposed subparagraph (e)(1). Priority Customer \19\
If the FLEX AIM Auction results in responses will continue to
price improvement for the Agency have priority at each
Order and the Initiating FLEX price level (in time
Trader selected auto-match, at priority); however, non-
each price level better than the TPH broker-dealers will
final auction price up to the not and will be treated in
designated limit price, the System the same manner as all
executes the Agency Order against other non-Priority
the Initiating Order for the Customer responses, as
number of contracts equal to the further discussed below.
aggregate size of all FLEX AIM The Exchange notes the
responses and then executes the current rule states public
Agency Order against those customer orders have
responses in the order set forth priority, rather than
in proposed subparagraph (e)(2). Priority Customers.
At the final auction price, the Currently, the Exchange
System executes contracts at that does not permit the
price in the order set forth in submission of FLEX Orders
proposed subparagraph (e)(1). If with a Professional
the Initiating FLEX Trader selects Capacity code, and so the
a single-price submission, it may terms public customer and
elect for the Initiating Order to Priority Customer
have last priority to trade practically mean the same
against the Agency Order. If the thing. However, the
Initiating FLEX Trader elects last Exchange plans to make the
priority, then notwithstanding Professional Capacity code
proposed subparagraphs (e)(1) and available for FLEX orders
(2), the System only executes the following migration, and
Initiating Order against any because the System handles
remaining Agency Order contracts Professional orders like
at the stop price after the Agency broker-dealer orders,
Order is allocated to all FLEX AIM those orders will not
responses at all prices equal to receive priority in a FLEX
or better than the stop price. AIM Auction. Therefore,
Last priority information is not only Priority Customer
available to other market responses will receive
participants and may not be priority.\20\ The proposed
modified after it is submitted. rule change also permits
the Initiating FLEX Trader
to select last priority,
as further discussed
below. Finally, the
proposed rule change adds
that any unexecuted
responses (or portions) at
the conclusion of the FLEX
AIM Auction will be
cancelled.
A FLEX Trader may only use a FLEX Rule.................. Rule.................. None.
AIM Auction where there is a 24A.5A, Interpretation 5.73, Interpretation
genuine intention to execute a and Policy .01. and Policy .01.
bona fide transaction.
It will be deemed conduct Rule.................. Rule.................. The proposed rule change
inconsistent with just and 24A.5A, Interpretation 5.73, Interpretation deletes the language that
equitable principles of trade and and Policy .02. and Policy .02. states the Agency Order
a violation of Rule 10.1 (to which cannot be broken up into
the Exchange intends to move Rule separate orders for ``two
4.1 from the current Rulebook) to (2) or fewer contracts,''
engage in a pattern of conduct as that language is not in
where the Initiating FLEX Trader the corresponding
breaks up an Agency Order into provision for non-FLEX AIM
separate orders for the purpose of (see Rules 5.37,
gaining a higher allocation Interpretation and Policy
percentage than the Initiating .02 and 5.38,
FLEX Trader would have otherwise Interpretation and Policy
received in accordance with the .02 of the shell
allocation procedures contained in Rulebook). Deletion of
paragraph (e) above. this language does not
have any impact on the
prohibited conduct in this
provision, and provides
consistency among the
rules in the shell
Rulebook regarding AIM
Auctions.
----------------------------------------------------------------------------------------------------------------
[[Page 54663]]
FLEX SAM Auction
----------------------------------------------------------------------------------------------------------------
A FLEX Trader (the ``Initiating Rule.................. Rule.................. The proposed rule change
FLEX Trader'') may electronically 24A.5B, introductory 5.74, introductory adds that the Solicited
submit for execution an order paragraph and paragraph. Order cannot have a
(which may be a simple or complex Interpretations and Capacity F for the same
order) it represents as agent Policies .01 and .04. executing firm ID
(``Agency Order'') against a (``EFID'') as the Agency
solicited order(s) (which cannot Order. Current Rule 24A.5B
have a Capacity of F for the same does not contain a similar
EFID as the Agency Order or for provision, but the
the account of any FLEX Market Exchange currently
Maker with an appointment in the enforces the requirement
applicable FLEX Option class on that the contra-side order
the Exchange) (``Solicited be a solicitation rather
Order'') if it submits the Agency than a facilitation
Order for electronic execution through surveillance. The
into a FLEX SAM Auction pursuant proposed rule change adds
to this Rule. this functionality, which
will help with the
enforcement of this
requirement, in addition
to surveillance. The
proposed rule change also
specifies in the
introductory paragraph
that both simple and
complex orders may be
submitted into a FLEX SAM
Auction, as the auction
will apply to both simple
and complex orders in a
substantially similar
manner, as further
discussed below.
An Agency Order must be in a FLEX Rule.................. Rule.................. None.
Option class the Exchange 24A.5B(a)(1).......... 5.74(a)(1)............
designates as eligible for FLEX
SAM Auctions.
The Agency Order and Solicited N/A................... Rule.................. This requirement is not
Order must each be a FLEX Order 5.74(a)(2)............ explicitly stated in the
that complies with Rule 5.72(b) in current Rules; however, it
a permissible FLEX Option series is consistent with current
that complies with Rule 4.21. functionality, and the
proposed rule change
merely states this in the
Rules. For a FLEX SAM
Auction to occur, the
orders submitted would
need to be in a series
eligible for FLEX trading,
and thus include all the
terms necessary to
comprise a FLEX Option
series.\21\
The Initiating FLEX Trader must Rule.................. Rule.................. None.
mark an Agency Order for FLEX SAM 24A.5B(b)(1)(i)....... 5.74(a)(3)............
Auction processing.
The Agency Order must be for at Rule.................. Rule.................. The proposed rule change
least the minimum size designated 24A.5B(a)(1) and (2).. 5.74(a)(4)............ deletes the requirement
by the Exchange (which may not be that the Initiating FLEX
less than 500 standard option Trader must designate each
contracts or 5,000 mini-option order entered into a FLEX
contracts). The Solicited Order SAM Auction as all-or-none
must be for (or must total, if the (``AON''). The Exchange's
Solicited Order is comprised of new system has been
multiple solicited orders) the designed to automatically
same size as the Agency Order. The handle any orders
System handles each of the Agency submitted into a SAM
Order and the Solicited Order as Auction (using the
all-or-none. appropriate messaging) as
all-or-none, so the
Initiating FLEX Trader
will no longer be required
to add any specific AON
designations to the Agency
Order or Solicited Order.
Therefore, the proposed
rule change adds that the
System handles each of the
Agency Order and the
Solicited Order as all-or-
none. The proposed rule
change clarifies the size
requirements for mini-
option contracts, which
are 1/10th the size of
standard option contracts.
This is consistent with
current functionality and
is merely adding detail to
the rule. See Rule 5.5,
Interpretation and Policy
.22 in the current
Rulebook (which permits
the listing of mini-
options); see also Rule
5.39(a)(3) (which has the
same size requirements for
non-FLEX SAM Auctions).
The proposed rule change
clarifies in the Rules
that the Solicited Order
must be for the same size
as the Agency Order, which
is implied by the current
Rules.\22\
The price of the Agency Order and Rule.................. Rule.................. The current rule state the
Solicited Order must be in an 24A.5B(a)(3).......... 5.74(a)(5)............ minimum increment for the
increment the Exchange determines Initiating TPH's
on a class basis (which may not be submission is determined
smaller than the amounts set forth by the Exchange but may
in Rule 5.4(c)(4)). The price must not be smaller than $0.01
be in the same format (i.e., price or .01%, and premiums are
or percentage) as the exercise rounded to the nearest
price of the FLEX Option series. minimum increment. This is
If the Agency Order and Solicited consistent with the
Order are complex orders, the minimum increment
price must be a net price for the available for all FLEX
complex strategy. Trading, so the proposed
rule change merely
references Rule 5.4(c)(4)
in the shell Rulebook,
which describes the
permissible minimum
increments for FLEX Option
series, rather than
repeats those increments.
There is no substantive
change to the permissible
minimum increments for
orders submitted to a FLEX
SAM Auction. The proposed
rule change maintains the
rule provision that
complex Agency and
Initiating Orders must
include a net price. See
the discussion below
regarding the application
of FLEX SAM to complex
orders, including proposed
changes to current Rule
24A.5B, Interpretation and
Policy .01.
An Initiating FLEX Trader may only N/A................... Rule.................. This is consistent with
submit an Agency Order to a FLEX 5.74(a)(6)............ current functionality, as
SAM Auction after trading in FLEX executions cannot occur
Options is open pursuant to Rule prior to the opening of
5.71. trading. The proposed rule
change clarifies this in
the Rule.
The System rejects or cancels both N/A................... Rule 5.74(a).......... This is consistent with
an Agency Order and Solicited current functionality, and
Order submitted to a FLEX SAM the proposed rule change
Auction that do not meet the explicitly states this in
conditions in proposed paragraph the Rule.
(a).
The Solicited Order must stop the Rule.................. Rule.................. The proposed rule change
entire Agency Order at a price in 24A.5B(a)(3) and 5.74(b)............... adds that the System
the same format (i.e., price or Interpretation and rejects or cancels both an
percentage) as the exercise price Policy .01, and Agency Order and Solicited
of the FLEX Option series. If the 24A.5B(b)(1). Order submitted to a FLEX
Agency Order and Solicited Order SAM Auction that does not
are complex orders, the price must meet the conditions in
be a net price for the complex proposed paragraph (b).
strategy. The Initiating FLEX This is consistent with
Trader must specify a single price current functionality, and
at which it seeks to execute the the proposed rule change
Agency Order against the Solicited explicitly states this in
Order. The System rejects or the Rule. Additionally,
cancels both an Agency Order and while current rules permit
Solicited Order submitted to a bids and offers (including
FLEX SAM Auction that does not the price submitting into
meet the conditions in proposed a FLEX SAM Auction) to be
paragraph (b). in a different format than
the exercise price of a
FLEX Option series, the
current functionality does
not permit this. Rule
5.3(e)(3) in the shell
Rulebook makes it clear
that bids and offers must
be in the same format as
the exercise price, as it
would be difficult to
apply a dollar price for a
FLEX Option series with a
percentage-based exercise
price.\23\
One or more FLEX SAM Auctions in Rule.................. Rule.................. The proposed rule change
the same FLEX Option series or 24A.5B(b) and 5.74(c)(1)............ permits concurrent FLEX
complex strategy, as applicable, Interpretation and SAM Auctions, which the
may occur at the same time. Policy .01. current rule prohibits, as
further discussed below.
The proposed rule change
also deletes the provision
that says unrelated FLEX
Orders may not be
submitted to the
electronic book for the
duration of a FLEX SAM
Auction, because there
will no longer be an
electronic book (and thus
no BBO) for FLEX Options.
The System initiates the FLEX SAM Rule.................. Rule.................. The current rule states the
Auction process by sending a FLEX 24A.5B(b)(1)(ii)...... 5.74(c)(2)............ auction message (currently
SAM Auction notification message called a request for
detailing the side, size, price, responses (``RFR''))
Capacity, Auction ID, the length details the price, size,
of the FLEX SAM Auction period, and side of the order,
and FLEX Option series or complex which message is set to
strategy, as applicable, of the all FLEX Traders that have
Agency Order to all FLEX Traders elected to receive RFRs
that elect to receive FLEX SAM upon receipt of a properly
Auction notification messages. designated Agency Order
FLEX SAM Auction notification for FLEX SAM processing.
messages are not disseminated to Other than changes to
OPRA. terminology and other
nonsubstantive changes,
the proposed provision
specifies that the message
will detail the Capacity
of the Agency Order, an
Auction ID, and the option
series, in addition to the
price, side, and size, of
the Agency Order, which
message is sent to all
TPHs that elect to receive
SAM Auction notification
messages. This is
consistent with the
current auction message
that is disseminated; the
proposed rule change adds
these details to the rule.
The proposed rule change
to add that the FLEX SAM
Auction notification
message includes the
length of the FLEX SAM
Auction period relates to
the proposed change below
that the Initiating FLEX
Trader, rather than the
Exchange, will designate
the length of the FLEX SAM
Auction period (and
therefore FLEX Traders
will know how long they
have to respond to a FLEX
SAM Auction). The proposed
rule change also adds that
FLEX SAM Auction
notification messages are
not included in the
disseminated OPRA, which
is also consistent with
current functionality.\24\
[[Page 54664]]
The ``FLEX SAM Auction period'' is Rule.................. Rule.................. The proposed rule change
a period of time designated by the 24A.5B(b)(1)(iii)..... 5.74(c)(3)............ adds a maximum time to the
Initiating FLEX Trader, which may range for the FLEX SAM
be no less than three seconds and Auction period (the
no more than five minutes. The minimum potential auction
designated length of the FLEX SAM period remains three
Auction period may not be longer seconds), which is
than the amount of time remaining consistent with current
until the market close. Exchange authority under
the current Rules.
Additionally, this
corresponds to the same
permissible time range as
that for electronic FLEX
Auctions pursuant to Rule
5.72 in the shell
Rulebook, and permits the
Initiating FLEX Trader to
designate the length of
the FLEX SAM Auction when
submitting the Agency
Order rather than have the
Exchange establish a
length for all FLEX SAM
Auctions. It also ensures
that a FLEX SAM Auction
will conclude prior to the
close of trading to
prevent executions after
the market close. This is
consistent with standard
FLEX electronic auction,
which permits FLEX Traders
to designate the length of
that auction (and permits
it to be from three
seconds to five minutes).
This provides consistency
among FLEX trading.
Additionally, it provides
FLEX Traders with
flexibility regarding the
duration of the exposure
time, which it may want to
be longer than three
seconds due to the terms
of the FLEX Option series
being auctioned.\25\
The Initiating FLEX Trader may not Rule.................. Rule.................. The proposed rule change
modify or cancel an Agency Order 24A.5B(b)............. 5.74(c)(4)............ makes only nonsubstantive
or Solicited Order after changes to this provision,
submission to a SAM Auction. as well as clarifies that
the prohibition on
cancelling a FLEX SAM
Auction practically means
that the Initiating FLEX
Trader may not cancel (or
modify, which would change
the terms of the auction
after it started,
essentially creating a new
auction) the Agency Order
or the Solicited Order,
the entry of which
(subject to eligibility
requirements) initiates
the FLEX SAM Auction.
Any FLEX Trader other than the Rule.................. Rule.................. The current rule specifies
Initiating FLEX Trader (determined 24A.5B(b)(1)(iii) and 5.74(c)(5)............ that responses must
by EFID) may submit responses to a (vi). include prices and sizes;
FLEX SAM Auction that are properly the proposed rule change
marked specifying price, size, adds responses must also
side, and the Auction ID for the specify side and an
FLEX SAM Auction to which the FLEX Auction ID, which is
Trader is submitting the response. consistent with current
A FLEX SAM response may only functionality and merely
participate in the FLEX SAM adds details to the rule.
Auction with the Auction ID The proposed rule change
specified in the response. adds that a FLEX SAM
response may only
participate in the FLEX
SAM Auction with the
Auction ID specified in
the response. This is
consistent with current
functionality. The
Exchange proposes to
include this language
given the above proposal
that permits concurrent
FLEX SAM Auctions. The
proposed rule change
deletes the provision that
caps the price of a FLEX
SAM response at the
opposite side of the BBO,
because there will no
longer be an electronic
book (and thus no BBO) for
FLEX Options. The proposed
rule change permits all
FLEX Traders (including
Market-Makers from another
options exchange) to
submit responses to a FLEX
SAM Auction. By permitting
additional participants to
submit responses to FLEX
SAM Auctions, the Exchange
believes this may provide
the opportunity for
additional liquidity in
these auctions, which
could lead to additional
price improvement
opportunities.
The minimum price increment for Rule.................. Rule.................. The proposed rule change
FLEX SAM responses is the same as 24A.5B(b)(1)(v) and 5.74(c)(5)(A)......... adds that the System
the one the Exchange determines Interpretation and rejects a FLEX SAM
for a class pursuant to Policy .01. response that is not in
subparagraph (a)(4) above, and the applicable minimum
must be in the same format (i.e., increment or format, which
price or percentage) as the is consistent with current
exercise price of the FLEX Option functionality and merely
series. A response to a FLEX SAM adds detail to the rule.
Auction of a complex Agency Order See the discussion below
must have a net price. The System regarding the application
rejects a FLEX SAM response that of FLEX SAM to complex
is not in the applicable minimum orders, including proposed
increment or format. changes to current Rule
24A.5B, Interpretation and
Policy .01.
A FLEX Trader may submit multiple N/A................... Rule.................. This is consistent with
FLEX SAM responses at the same or 5.74(c)(5)(B) and (C). current functionality.
multiple prices to a FLEX SAM Current Rule 24A.5B
Auction. For purposes of a FLEX contains no restriction on
SAM Auction, the System aggregates how many responses a FLEX
all of a FLEX Trader's FLEX SAM Trader may submit; the
responses for the same EFID at the proposed rule change
same price. The System caps the merely makes this explicit
size of a FLEX SAM response, or in the Rules. The proposed
the aggregate size of a FLEX rule change also states
Trader's FLEX SAM responses for for purposes of a FLEX SAM
the same EFID at the same price, Auction, the System
at the size of the Agency Order aggregates all of a FLEX
(i.e., the System ignores size in Trader's FLEX SAM
excess of the size of the Agency responses for the same
Order when processing the FLEX SAM EFID at the same price.
Auction). This (combined with the
proposed size cap) will
prevent a FLEX Trader from
submitting multiple
orders, quotes, or
responses at the same
price to obtain a larger
pro-rata share of the
Agency Order.
FLEX SAM responses must be on the N/A................... Rule.................. This is consistent with
opposite side of the market as the 5.74(c)(5)(D)......... current functionality, and
Agency Order. The System rejects a the proposed rule change
FLEX SAM response on the same side merely adds this detail to
of the market as the Agency Order. the rules. Additionally,
the Exchange believes this
is reasonable given that
the purpose of a FLEX SAM
response is to trade
against the Agency Order
in the FLEX SAM Auction
into which the FLEX SAM
response was submitted.
FLEX SAM responses are not visible Rule.................. Rule.................. None.
to FLEX SAM Auction participants 24A.5B(b)(1)(iv)...... 5.74(c)(5)(E).........
or disseminated to OPRA.
A FLEX Trader may modify or cancel Rule.................. Rule.................. The current Rule permits
its FLEX SAM responses during the 24A.5B(b)(1)(vii)..... 5.74(c)(5)(F)......... FLEX Traders to cancel a
FLEX SAM Auction. FLEX SAM response, but
does not explicitly state
that those responses may
be modified. A
modification of a response
is equivalent to a
cancellation of an
existing response and
submission of a new
response, but may instead
be done through a
different message type.
Therefore, the proposed
rule change permits the
same activity that can be
done pursuant to the
current rule, but merely
in a different manner
(i.e., modification rather
than cancellation and
separate entry).
A FLEX SAM Auction concludes at the Rule.................. Rule.................. The proposed rule change
earliest to occur of the following 24A.5A(b)(2).......... 5.74(d)............... deletes the provision that
times: (1) The end of the FLEX SAM says a FLEX SAM Auction
Auction period; and (2) any time will conclude any time an
the Exchange halts trading in the RFR response matches the
affected series, provided, BBO on the opposite side
however, that in such instance the of the market from the RFR
FLEX SAM Auction concludes without responses, , because there
execution. will no longer be an
electronic book (and thus
no BBO) for FLEX Options.
The Agency Order executes against Rule.................. Rule 5.74(e).......... The proposed rule change
the Solicited Order at the stop 24A.5B(b)(3).......... deletes references to
price if there are no Priority executions against FLEX
Customer FLEX SAM responses and Orders, and whether the
the aggregate size of FLEX SAM execution price is better
responses at an improved price(s) than the BBO, because
is insufficient to satisfy the there will no longer be an
Agency Order. The Agency Order electronic book (and thus
executes against FLEX SAM no BBO) for FLEX Options,
responses if: (a) There is a and thus Agency Orders
Priority Customer FLEX SAM will only execute
response and the aggregate size of responses or the
that response and all other FLEX Initiating Order, as
SAM responses is sufficient to applicable. The proposed
satisfy the Agency Order or (b) rule change deletes the
the aggregate size of FLEX SAM reference to a FLEX
responses at an improved price(s) Appointed Market-Maker
is sufficient to satisfy the participation entitlement,
Agency Order. At each price level, as there are currently no
Priority Customer FLEX SAM FLEX Appointed Market-
responses have first priority, and Makers, and the Exchange
all other FLEX SAM responses are has not applied a
allocated second on a pro-rata participation entitlement,
basis. There is no execution at and as a result, the
the conclusion of a FLEX SAM Exchange is deleting FLEX
Auction if there is a Priority Appointed Market-Makers
Customer FLEX SAM response and the from the Rules (as noted
aggregate size of that response above). The proposed rule
and other FLEX SAM responses is change provides that FLEX
insufficient to satisfy the Agency SAM responses will be
Order. The System cancels or allocated in a pro-rata
rejects any unexecuted FLEX SAM manner rather than time
responses (or unexecuted portions) priority. The majority of
at the conclusion of a FLEX SAM classes on the Exchange
Auction. currently have a base
allocation algorithm of
pro-rata, and therefore
the Exchange believes it
is a reasonable manner in
which to allocate FLEX SAM
responses. FLEX SAM
Priority Customer
responses will continue to
have priority at each
price level; however, non-
TPH broker-dealers will
not and will be treated in
the same manner as all
other non-Priority
Customer responses, as
further discussed below.
Finally, the proposed rule
change adds that any
unexecuted responses (or
portions) at the
conclusion of the FLEX SAM
Auction will be cancelled.
See discussion above with
respect to FLEX AIM
regarding changing the
term ``public customer''
to ``Priority Customer,''
as the same reasoning
applies to the proposed
change in the FLEX SAM
rule.
[[Page 54665]]
Prior to entering Agency Orders Rule 24A.5B, Rule 5.74, None.
into a FLEX SAM Auction on behalf Interpretation and Interpretation and
of customers, Initiating FLEX Policy .03. Policy .01.
Traders must deliver to the
customer a written notification
informing the customer that his
order may be executed using the
FLEX SAM Auction. The written
notification must disclose the
terms and conditions contained in
proposed Rule 5.74 and be in a
form approved by the Exchange.
Under proposed Rule 5.74, Rule 24A.5B, Rule 5.74, None.
Initiating FLEX Traders may enter Interpretation and Interpretation and
contra-side orders that are Policy .04. Policy .02.
solicited. FLEX SAM provides a
facility for FLEX Traders that
locate liquidity for their
customer orders. FLEX Traders may
not use the FLEX SAM Auction to
circumvent Rule 5.9 or 5.73 in the
shell Rulebook limiting principal
transactions. This may include,
but is not limited to, FLEX
Traders entering contra-side
orders that are solicited from (a)
affiliated broker-dealers or (b)
broker-dealers with which the FLEX
Trader has an arrangement that
allows the FLEX Traders to realize
similar economic benefits from the
solicited transaction as it would
achieve by executing the customer
order in whole or in part as
principal.
----------------------------------------------------------------------------------------------------------------
The proposed rule change clarifies in the proposed introductory
paragraph of each of proposed Rules 5.73 and 5.74 that the Initiating
Order or Solicited Order, respectively, may consist of one or more
solicited orders. This accommodates multiple contra-parties and
increases the opportunities for customer orders to be submitted into a
FLEX AIM or SAM Auction with the potential for price improvement, since
the Initiating Order or Solicited Order, respectively, must stop the
full size of the Agency Order. This has no impact on the execution of
the Agency Order, which may already trade against multiple contra-
parties depending on the final auction price, as set forth in proposed
paragraph (e) of each of proposed Rules 5.73 and 5.74.
---------------------------------------------------------------------------
\6\ A FLEX Market-Maker with an appointment in a FLEX Option
class is not what is currently referred to as a ``FLEX Appointed
Market-Maker'' in the current Rulebook. Under current Rules, a
``FLEX Qualified Market-Maker'' is an Exchange-registered Market-
Maker that is eligible to trade FLEX Options and is appointed to one
or more FLEX Option classes, and a ``FLEX Appointed Market-Maker''
is an Exchange-registered Market-Maker that is eligible to trade
FLEX Options that is selected by the Exchange to serve in such
capacity for one or more FLEX Option classes, which has certain FLEX
quoting obligations. See current Rule 24A.9. The Exchange currently
has no FLEX Appointed Market-Makers in any FLEX Option class, and
does not intend to, so it has deleted its rules related to FLEX
Appointed Market-Makers. See Securities Exchange Act Release No.
87024 (September 19, 2019), 84 FR 50545 (September 25, 2019) (SR-
CBOE-2019-059).
\7\ With respect to FLEX Options, the term ``BBO'' means the
best bid or offer, or both, as applicable, entered in response to a
Request for Quotes or resting in the electronic book. With respect
to FLEX AIM and SAM Auctions, which are different than a Request for
Quotes, the BBO only incorporates any bids and offers resting in the
electronic book. While the Exchange currently has an electronic book
for FLEX Options, it has only been used in recent months by one
customer for limited purpose, and for a minimal amount of FLEX
volume. Therefore, it is unlikely there would be resting FLEX Orders
to be incorporated into the BBO. The Exchange will no longer have an
electronic FLEX Book. See SR-CBOE-2019-084. Additionally, there is
no RFQ process that is part of a FLEX AIM Auction.
\8\ See SR-CBOE-2019-084 (which filing describes the current
minimal, limited use of an electronic FLEX Book and the elimination
of a book for FLEX Orders as of the System migration, and deletes
rule provisions related to a FLEX electronic book from the rules in
current Chapter XXIV).
\9\ See Rule 5.72(b) of the shell Rulebook (which states that
submission of a FLEX Order into a FLEX AIM Auction establishes a
FLEX Option series as eligible for trading); see also Rule 4.21
(which describes the permissible terms of FLEX Option series, and
states that a FLEX Option series may not have the same terms as a
non-FLEX Option series on the same undelyring security or index that
is already available for trading) and Rule 4.22 (which describes
fungibility provisions when the Exchange lists for trading a non-
FLEX Option series with identical terms as a FLEX Option series).
\10\ See current Rule 24A.5A(a)(2), which states the Initiating
TPH must stop the ``entire'' Agency Order.
\11\ Pursuant to Rule 5.4(c)(4) in the shell Rulebook, the
minimum increment for bids and offers on FLEX Options may be no
smaller than (A) $0.01, if the exercise price for the FLEX Option
series is a fixed price, or (B) 0.01%, if the exercise price for the
FLEX Option series is a percentage of the closing value of the
underlying equity security or index. The System rounds bids and
offers to the nearest minimum increment.
\12\ In current Rules 24A.5A, Interpretation and Policy .05 and
24A.5B, Interpretation and Policy .01, the price of a complex order
is referenced as a net debit or net credit price, while proposed
Rules 5.73 and 5.74 just use the simplified term ``net price'' as
that is consistent with the term used in other FLEX Rules in the
shell Rulebook. See, e.g., Rule 5.72(b)(2) in the shell Rulebook. A
net debit price is merely a complex order with a net price to buy,
and a net credit price is merely a complex order with a net price to
sell, so the term net price covers both terms.
\13\ See also SR-CBOE-2019-084.
\14\ Pursuant to Rule 5.71 in the shell Rulebook, trading in
FLEX Options in a trading session may begin, with respect to the
Regular Trading Hours trading session, after 9:30 a.m. of the first
disseminated (a) transaction on the primary listing market in the
security underlying an equity option or (b) index value for the
index underlying an index option, and with respect to the Global
Trading Hours trading session, after 3:00 a.m.
\15\ See supra note 7.
\16\ This is also consistent with the auction notification
message for non-FLEX AIM Auctions. See Rules 5.37(c)(3) and
5.38(c)(3) in the shell Rulebook.
\17\ The Exchange believes the proposed time range is
reasonable, because it is consistent with the lengths designated by
FLEX Traders in the current electronic RFQ process. Specifically,
the Exchange notes that from January through August of 2019, for
electronic FLEX trading in the FLEX RFQ process (but not FLEX AIM
and SAM Auctions), the average RFQ Response period is less than nine
seconds, and the average RFQ Reaction period is approximately three
minutes. Therefore, the average length of the electronic RFQ process
is within the proposed exposure interval. Additionally, in 2019,
only 25 of 3457 (or 0.7%) of electronic FLEX RFQs lasted for a total
of more than five minutes in 2019, so the Exchange does not believe
capping the length of the proposed electronic FLEX Auction at five
minutes will have a significant impact on FLEX trading. See SR-CBOE-
2019-084.
\18\ See supra note 6.
\19\ As defined in Rule 1.1 in the shell Rulebook, a ``Priority
Customer'' is a person or entity that is a Public Customer (which is
a person that is not a broker or dealer in securities) or a
Professional (which is defined as any person or entity that (a) is
not a broker or dealer in securities, and (b) places more than 390
orders in listed options per day on average during a calendar month
for its own beneficial account(s); the System handles Professional
orders in the same manner as broker-dealer orders unless otherwise
specified).
\20\ This is consistent with other Exchange auction
functionality that prioritizes Priority Customer orders, as well as
the customer overlay, which prioritizes Priority Customer orders,
rather than Public Customer orders. See, e.g., Rules 5.32(a)(2)(A)
(describing the Priority Customer overlay), 5.33(d)(5) (describing
how Priority Customers receive first priority following a complex
order auction), and 5.37(e) (describing how Priority Customers
receive first priority at each price level following an AIM
Auction).
\21\ See supra note 9.
\22\ See current Rule 24A.5B(a)(2) (b)(3), which states each
order entered into the FLEX SAM Auction must be AON, and that the
Agency Order executes in full or is cancelled, and may be allocated
entirely to the Solicited Order, subject to certain conditions.
Given that both orders must be AON, if the Solicited Order was not
the same size as the Agency Order, they would not be able to execute
against each other at the conclusion of a FLEX SAM Auction.
\23\ See also SR-CBOE-2019-084.
\24\ This is also consistent with the auction notification
message for non-FLEX SAM Auctions. See Rules 5.39(c)(3) and
5.40(c)(3) in the shell Rulebook.
\25\ See supra note 17.
---------------------------------------------------------------------------
Rules 24A.5A, Interpretation and Policy .05 and 24A.5B,
Interpretation and Policy .01 currently describe the applicability of
FLEX AIM and SAM Auctions, respectively. Because FLEX AIM and SAM
Auctions apply to
[[Page 54666]]
complex orders in the same manner as they apply to simple orders, other
than the need for complex orders (and responses to auctions of complex
orders) to include a net price (as required in current Rules 24A.5A,
Interpretation and Policy .05 and 24A.5B, Interpretation and Policy
.01),\26\ the Exchange no longer believes a separate interpretation and
policy is necessary for complex orders. The Exchange makes FLEX AIM and
SAM Auctions, respectively, available for complex orders in any FLEX
Option class in which it makes the applicable auction available for
simple orders, so the Exchange no longer needs separate flexibility to
apply each auction to complex orders as provided by current Rules
24A.5A, Interpretation and Policy .05 and 24A.5B, Interpretation and
Policy .01 (which state the Exchange may determine on a class-by-class
basis to make the FLEX AIM Auction or FLEX SAM Auction, respectively,
available for complex orders). As discussed below, the proposed rule
change will permit multiple FLEX AIM and SAM Auctions for a complex
strategy, and in any of the same individual series legs of the
strategy, to be ongoing at the same time, so the proposed rule change
deletes the provisions from current Rules 24A.5A, Interpretation and
Policy .05 and 24A.5B, Interpretation and Policy .01 that state only
one FLEX AIM Auction may be ongoing at any given time. Additionally,
the proposed rule change deletes the provision in current Rules 24A.5A,
Interpretation and Policy .05 and 24A.5B, Interpretation and Policy .01
that state unrelated FLEX Orders in any individual series legs may not
be submitted to the electronic book for the duration of a FLEX AIM or
SAM Auction, as there will no longer be a book available for FLEX
Orders.\27\ The Exchange believes this will simplify the FLEX AIM and
SAM Auctions.
---------------------------------------------------------------------------
\26\ See supra note 12.
\27\ See SR-CBOE-2019-084.
---------------------------------------------------------------------------
All eligibility requirements for FLEX AIM and SAM Auctions are set
forth in the proposed rules,\28\ so the proposed rule change also
deletes the current flexibility to determine order types, origin codes,
and marketability that are eligible for those auctions from current
Rules 24A.5A, Interpretation and Policy .05 and 24A.5B, Interpretation
and Policy .01. As discussed above, complex orders, like simple orders,
will only be able to trade against FLEX AIM or SAM responses, as
applicable, so the proposed rule change deletes the provisions that
state complex orders will only be eligible to trade with other complex
orders through a FLEX AIM or SAM Auction, respectively. Order
allocation for simple and complex orders following a FLEX AIM or SAM
Auction will continue to be the same, as proposed Rule 5.73(e) and
5.74(e) apply to both simple and complex orders, and therefore the
proposed rule change deletes that provision from current Rules 24A.5A,
Interpretation and Policy .05 and 24A.5B, Interpretation and Policy
.01. Finally, because there will no longer be an electronic book (and
thus no BBO) for FLEX Options, the proposed rule change deletes the
provisions in Rules 24A.5A, Interpretation and Policy .05 and 24A.5B,
Interpretation and Policy .01 regarding the impact of bids and offers
in the electronic book on FLEX AIM and SAM Auctions, respectively, and
regarding the ability of orders in the individual legs to be submitted
to the electronic book during an auction.
---------------------------------------------------------------------------
\28\ See proposed Rules 5.73(a) and 5.74(a), respectively.
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With respect to FLEX AIM Auctions, the proposed rule change
provides that if the Initiating FLEX Trader selects a single-price
submission, it may elect for the Initiating Order to have last priority
to trade against the Agency Order.\29\ If the Initiating FLEX Trader
selects a single-price submission, it may elect for the Initiating
Order to have last priority to trade against the Agency Order. In this
case, the Initiating Order would only execute against any remaining
Agency Order contracts at the stop price after the Agency Order is
allocated to all FLEX AIM responses at all prices equal to or better
than the stop price. Last priority information is not available to
other market participants and may not be modified after it is
submitted. This proposed rule change provides Initiating FLEX Traders
with additional control over its execution of an Initiating Order
against an Agency Order, which may further encourage FLEX Traders to
submit Agency Orders to a FLEX AIM Auction for potential price
improvement opportunities for those orders. This may also provide more
opportunities for other FLEX Traders to participate in the FLEX AIM
Auctions. The proposed last priority option is the same as the last
priority provision option available in non-FLEX AIM Auctions, and thus
the proposed rule change provides further consistency across the
Exchange's auction mechanisms.\30\
---------------------------------------------------------------------------
\29\ See proposed Rule 5.73(e)(4).
\30\ See Rule 5.37(e) in the shell Rulebook.
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The proposed rule change permits the Initiating FLEX Trader to
designate the length of FLEX AIM and SAM Auctions, rather than the
Exchange. The permissible length of the auctions continues to have a
minimum of three seconds, which is consistent with the current Rules.
The proposed rule change also imposes a maximum for the length of the
auctions of five minutes, which is consistent with the permissible
times for the FLEX electronic auction.\31\ This will permit the
Initiating FLEX Trader to determine a reasonable timeframe for the
duration of an auction based on the FLEX Option series or complex
strategy submitted into the auction, as well as provide for a timely
execution of Agency Orders.
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\31\ See Rule 5.72(b)(1)(F) in the shell Rulebook.
---------------------------------------------------------------------------
Unlike today, one or more FLEX AIM or SAM Auctions in the same FLEX
Option series or complex strategy (as applicable) may occur at the same
time. To the extent there is more than one FLEX AIM or SAM Auction in a
FLEX Option series or complex strategy (as applicable) underway at the
same time, the auctions will conclude sequentially based on the times
at which each auction period concludes. At the time each auction
concludes, the System allocates the Agency Order pursuant to proposed
Rule 5.73(e) or 5.74(e), as applicable, and takes into account all FLEX
responses submitted during the auction period. Concurrent auctions will
be permitted in various other electronic auctions on the Exchange
following migration.\32\ If a FLEX Trader attempts to initiate a FLEX
AIM or SAM Auction in a FLEX Option series while another auction in
that series is ongoing, the Exchange believes it will provide that
second FLEX Order with an opportunity for execution in a timely manner
by initiating another FLEX Auction, rather than requiring the FLEX
Trader to wait for the first auction to conclude. The second FLEX
Trader may not be able to submit a response to trade in the ongoing
FLEX AIM or SAM Auction, because the terms may not be consistent with
that FLEX Trader's order (for example, there may not be sufficient
size, and the FLEX Trader may only receive a share of the auctioned
order depending on other responses). Therefore, the Exchange believes
providing this functionality for FLEX AIM and SAM Auctions may
similarly lead to an increase in these auctions, which may provide
additional opportunities for execution of FLEX Orders.
---------------------------------------------------------------------------
\32\ See, e.g., Rule 5.37(c)(1), 5.38(c)(1), 5.39(c)(1), and
5.40(c)(1).
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The proposed rule change eliminates priority for non-TPH broker-
dealer responses at the conclusion of FLEX AIM and SAM Auctions, and
thus those responses will be prioritized in the same
[[Page 54667]]
manner as all other non-Priority Customer responses. Non-TPH broker-
dealers do not, and have not, received priority in the non-FLEX AIM and
SAM Auctions, so the proposed rule change aligns the provision
regarding who receives first priority in a FLEX AIM or SAM Auction with
the corresponding provisions for non-FLEX AIM and SAM Auctions.\33\ The
Exchange currently prioritizes contra-interest from these market
participants to ensure that FLEX AIM and SAM Auctions satisfy the ``G''
exemption for yielding priority to non-members under Section 11(a)(1)
of the Act. However, as discussed below, the Exchange believes the FLEX
AIM and SAM Auctions, as proposed, satisfy the ``Effect vs. Execute''
exemption from Section 11(a) under the Act, and therefore does not need
to provide additional functionality for TPHs to satisfy another
exemption from Section 11(a) under the Act. Priority Customer responses
will continue to receive first priority in both FLEX AIM and SAM
Auctions, as they do in non-FLEX AIM and SAM Auctions. Therefore, the
proposed rule change provides further consistency across the Exchange's
auction mechanisms.\34\
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\33\ See Rules 5.37(e), 5.38(e), 5.39(e), and 5.40(e) in the
shell Rulebook.
\34\ See Rules 5.37(e) and 5.39(e) in the shell Rulebook.
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As proposed, the general framework of the FLEX AIM and SAM Auctions
will continue to be the same as the Exchange's non-FLEX AIM and SAM
Auctions, with the differences being only those relating to the
differences between FLEX and non-FLEX Options. The Exchange believes it
will benefit investors to provide continued consistency across the
Exchange's price improvement mechanisms.
The proposed rule change deletes Rule 24A.5A, Interpretation and
Policy .06 and Rule 24A.5B, Interpretation and Policy .02 regarding
post-trade verification procedures for FLEX AIM and SAM Auctions for
complex orders. Due to the System updates in connection with the System
migration, parties to executions follow FLEX AIM and SAM Auctions will
no longer need to take additional steps with respect to executions of
complex orders following an electronic FLEX AIM or SAM Auction.\35\
These procedures require FLEX Traders to input the leg price, exercise
price, and/or premium information into the System following execution
of a complex FLEX Order. Pursuant to Rule 5.72(b)(2) in the shell
Rulebook, FLEX Traders must submit all of this information upon entry
of a FLEX Order. Therefore, pursuant to the proposed rule change, a
FLEX Trader will be required to input the same information for each leg
of a complex FLEX Order prior to submission rather than following
execution. A FLEX Official may nullify a transaction following a FLEX
AIM or SAM Auction pursuant to Rule 5.75(b) (such as if it did not
conform to the terms in Rule 4.21 in the shell Rulebook),\36\ or update
any inaccurate information in a complex FLEX Order in the same manner
as any TPH may update any inaccurate information in any order pursuant
to current Rule 6.67.\37\ Because all FLEX Orders will now be
systematized, as discussed above, there is no longer a need for
separate procedures regarding the correction of inaccurate information
entered for FLEX transactions.
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\35\ Note current Rule 24A.5A, Interpretation and Policy .06 and
Rule 24A.5B, Interpretation and Policy .02 also apply to electronic
transactions in FLEX Options with exercise prices and premiums based
on a methodology for fixing that number or based on a percentage. As
described in another rule filing, the Exchange will no longer offer
exercise prices and premiums based on such a methodology. See SR-
CBOE-2019-084 (in which filing the Exchange proposes to delete the
provisions from current Rules regarding the ability of FLEX Traders
to designate exercise prices and premiums in these formats).
\36\ Rule 5.75(b) of the shell Rulebook states, among other
things, that a FLEX Official may nullify a FLEX Option transaction
if it determines the transaction did not conform to the terms of
Rules 4.21, 4.22, 5.3, or 5.4 (or the priority principles set forth
in Rule 5.72(c) and (d), which do not apply to transactions
following a FLEX AIM or SAM Auction).
\37\ Rule 6.67 in the current Rulebook describes the Exchange's
Cboe Trade Match System, which permits TPHs to correct bona fide
errors, subject to certain restrictions. The Exchange moved Rule
6.67 from the current Rulebook to Rule 6.6 in the shell Rulebook in
separate rule filings. See Securities Exchange Act Release No. 86920
(September 10, 2019), 84 FR 48687 (September 16, 2019) (SR-CBOE-
2019-056); and 87079 (September 24, 2019) (SR-CBOE-2019-062).
---------------------------------------------------------------------------
The proposed rule change deletes Rule 24A.5A, Interpretation and
Policy .07 and Rule 24A.5B, Interpretation and Policy .05 regarding
determinations made pursuant to those Rules, because the Exchange will
announce all determinations it may make with respect to FLEX AIM and
SAM Auctions pursuant to Rule 1.5 in the shell Rulebook, making these
current interpretations no longer necessary.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\38\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \39\ requirements that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \40\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
---------------------------------------------------------------------------
\38\ 15 U.S.C. 78f(b).
\39\ 15 U.S.C. 78f(b)(5).
\40\ Id.
---------------------------------------------------------------------------
The Exchange's FLEX AIM and SAM Auctions as proposed--both for
simple and complex orders--will function in a substantially similar
manner following the technology migration as they do today. The
Exchange believes the proposed rule change will remove impediments to
and perfect the mechanism of a free and open market and a national
market system, and, in general, protect investors and the public
interest by providing continued consistency across the Exchange's price
improvement mechanisms for both FLEX and non-FLEX Option. The general
framework of the FLEX AIM and SAM Auction process as proposed to be
amended will continue to be substantively the same as the framework for
the non-FLEX AIM and SAM Auctions, as the Exchange recently amended,
retaining differences that relate to the differences between FLEX and
non-FLEX Options (e.g., exercise prices in prices or percentages, no
electronic book and thus no BBO).\41\ The continued similarity of the
Exchange's price improvement auctions will allow the Exchange's price
improvement functionality to continue to fit seamlessly into the
options market and benefit market participants with consistency across
similar functionality. When auctions have similar functionality,
Trading Permit Holders can use the same technology and coding for
multiple auctions, rather than have to expend resources to participate
in different auctions. Therefore, maintaining consistency across
auction functionality will benefit investors. The Exchange also
believes this will encourage Trading Permit Holders to compete
vigorously to provide the opportunity for price improvement for
[[Page 54668]]
customer orders in FLEX Options in competitive auction processes, which
will further benefit and protect investors.
---------------------------------------------------------------------------
\41\ See SR-CBOE-2019-084.
---------------------------------------------------------------------------
The Exchange believes the proposed rule change to permit an
Initiating Order submitted into a FLEX AIM Auction, and a Solicited
Order submitted into a FLEX SAM Auction, to be comprised of multiple
contra-party orders will, in general, protect investors and the public
interest, because it may increase the opportunity for customers to have
orders participate in a FLEX AIM or SAM Auction. As a result, this may
increase opportunities for price improvement, because this will
increase the liquidity available for the Initiating Order or Solicited
Order, as applicable, which is consistent with the purpose of FLEX AIM
and SAM Auctions. The Exchange believes that this is beneficial to
participants because allowing multiple contra-parties should foster
competition for filling the Initiating Order or Solicited Order, as
applicable, and thereby result in potentially better prices, as opposed
to only allowing one contra-party and, thereby requiring that contra-
party to do a larger size order which could result in a worse price for
the trade.
As noted above, the proposed rule change will allow FLEX AIM and
SAM Auctions to occur concurrently with other FLEX AIM and SAM
Auctions. Although FLEX AIM and SAM Auctions will be allowed to
overlap, the Exchange does not believe that this raises any issues that
are not addressed by the proposed rule change. For example, although
overlapping, each FLEX AIM or SAM Auction will be started in a sequence
and with a duration that determines its processing. Thus, even if there
are two FLEX AIM or SAM Auctions that commence and conclude, at nearly
the same time, each Auction will have a distinct conclusion at which
time the Auction will be allocated, and only against responses
submitted into that Auction. As discussed above, each FLEX AIM or SAM
response is required to specifically identify the FLEX AIM or SAM
Auction, respectively, for which it is targeted and if not fully
executed will be cancelled back at the conclusion of the Auction. Thus,
responses will be specifically considered only in the specified
Auction.
The proposed rule change to allow multiple auctions to overlap for
Agency Orders is consistent with functionality already in place on
other exchanges, and will therefore remove impediments to and perfect
the mechanism of a free and open market and a national market
system.\42\ Additionally, the proposed rule change is consistent with
the Exchange's rules for non-FLEX AIM and SAM Auctions.\43\ Those
issues generally relate to the interaction of auctioned orders with
contra-side interest at the end of the various auctions. Different
series or complex strategies, as applicable, are essentially different
products--orders different strategies or in different series cannot
interact, just as orders in different classes cannot interact.
Therefore, the Exchange believes concurrent FLEX AIM and SAM Auctions
in different series or complex strategies, respectively, is
appropriate. The Exchange believes this new functionality may lead to
an increase in Exchange volume and should allow the Exchange to better
compete against other markets that permit overlapping price improvement
auctions, while providing an opportunity for price improvement for
Agency Orders and assuring that Priority Customers are protected.
Therefore, the Exchange believes this proposed rule change will protect
investors and the public interest.
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\42\ See, e.g., EDGX Rules 21.19(c)(1) and 21.22(c)(1); see
also, e.g. Nasdaq ISE LLC (``ISE'') Rules 716(d) and 723,
Interpretation and Policy .04; and Boston Options Exchange LLC
(``BOX'') Rule 7270 and BOX IM-7150-3.
\43\ See Rules 5.37(c)(1), 5.38(c)(1), and 5.39(c)(1) in the
shell Rulebook.
---------------------------------------------------------------------------
While the terms of FLEX Options are different than those of non-
FLEX Options, any potential issues raised by concurrent auctions are
the same for non-FLEX and FLEX Options. Additionally, unlike in non-
FLEX trading, there is no electronic book for FLEX trading. As noted
above, responses submitted to a FLEX AIM or SAM Auction may only
execute against the Agency Order in the Auction into which the
responses were submitted, so there can be no conflict among contra-side
interest with respect to executions. Further, unlike in non-FLEX
trading, because there is no electronic book for FLEX Options, there
are no events that cause a FLEX AIM or SAM Auction to conclude prior to
the end of the respective auction period that would result in an
execution, and therefore, the same event could not cause multiple
auctions to conclude early. As discussed above, the proposed rule
change addresses any of these potential issues.
The proposed range for the length of each of the FLEX AIM and SAM
Auction periods is consistent with the range for the exposure interval
of the electronic FLEX Auction. Because of the unique terms of FLEX
Options, the Exchange believe it is appropriate to provide a reasonable
and sufficient amount of time in which market participants may submit
responses. Therefore, the minimum length of a FLEX AIM and SAM Auction
(and is proposed to continue to be) three seconds. The Exchange also
proposes a maximum length of an auction period of five minutes, as the
Exchange also believes it is appropriate to provide for efficient and
timely executions so that customers do not potentially miss a market.
The proposed rule change also permits the Initiating FLEX Trader to
establish the length of the auction period (which will be included in
the auction notification message), as the FLEX Trader can determine a
reasonable period of time to provide other FLEX Traders to respond
based on the complexity of the FLEX Option series that is the subject
of the auction, as well as based on market conditions (for example, in
a volatile market, the FLEX Trader may believe it is in the best
interests of a customer to have shorter auction given quickly changing
prices).
The Exchange believes the proposed rule change to permit all FLEX
Traders (other than the Initiating FLEX Trader) to respond to FLEX SAM
Auctions will promote just and equitable principles of trade, remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and not designed to permit unfair
discrimination between customers, issuers, brokers, or dealers, because
it permits all FLEX Traders to submit responses to FLEX SAM Auctions.
Permitting all FLEX Traders to submit responses to FLEX SAM Auctions
may result in more FLEX Traders having the opportunity to participate
in executions at the conclusion of FLEX SAM Auctions. Additionally, it
may increase liquidity in FLEX SAM Auctions, which may lead to more
opportunities to price improvement, which the Exchange believes
ultimately protects investors and the public interest. The Exchange's
SAM Auction for non-FLEX Options similarly permits market-makers from
other options exchange to submit responses.\44\
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\44\ See Rules 5.39(c)(5) and 5.40(c)(5) in the shell Rulebook.
---------------------------------------------------------------------------
Additionally, much of the proposed rule change is merely relocating
provisions from the FLEX AIM and SAM Auction Rules (such as certain
auction eligibility requirements, provisions related to auction
responses, and provisions related to executions following the
conclusion of an auction) from the current Rulebook to the shell
Rulebook and making only nonsubstantive changes, which will
[[Page 54669]]
therefore have no impact on FLEX AIM and SAM Auctions. The Exchange
believes providing a reorganized, holistic rulebook upon migration will
also benefit investors.
The proposed rule change is also consistent with Section 11(a)(1)
of the Act \45\ and the rules promulgated thereunder. Generally,
Section 11(a)(1) of the Act restricts any member of a national
securities exchange from effecting any transaction on such exchange for
(i) the member's own account, (ii) the account of a person associated
with the member, or (iii) an account with respect to which the member
or a person associated with the member exercises investment discretion,
unless a specific exemption is available. Examples of common exemptions
include the exemption for transactions by broker dealers acting in the
capacity of a market maker under Section 11(a)(1)(A),\46\ the ``G''
exemption for yielding priority to non-members under Section
11(a)(1)(G) of the Act and Rule 11a1-1(T) thereunder,\47\ and ``Effect
vs. Execute'' exemption under Rule 11a2-2(T) under the Act.\48\
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\45\ 15 U.S.C. 78k(a). Section 11(a)(1) prohibits a member of a
national securities exchange from effecting transactions on that
exchange for its own account, the account of an associated person,
or an account over which it or its associated person exercises
discretion unless an exception applies.
\46\ 15 U.S.C. 78k(a)(1)(A).
\47\ 15 U.S.C. 78k(a)(1)(G) and 17 CFR 240.11a1-1(T).
\48\ 17 CFR 240.11a2-2(T).
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The ``Effect vs. Execute'' exemption permits an exchange member,
subject to certain conditions, to effect transactions for covered
accounts by arranging for an unaffiliated member to execute
transactions on the exchange. To comply with Rule 11a2-2(T)'s
conditions, a member: (a) Must transmit the order from off the exchange
floor; (b) may not participate in the execution of the transaction once
it has been transmitted to the member performing the execution; \49\
(c) may not be affiliated with the executing member; and (d) with
respect to an account over which the member has investment discretion,
neither the member nor its associated person may retain any
compensation in connection with effecting the transaction except as
provided in the Rule. For the reasons set forth below, the Exchange
believes that TPHs entering orders into a FLEX AIM or SAM Auction would
satisfy the requirements of Rule 11a2-2(T).
---------------------------------------------------------------------------
\49\ The member may, however, participate in clearing and
settling the transaction.
---------------------------------------------------------------------------
The Exchange believes FLEX AIM and SAM Auctions will place all
users--both TPHs and non-TPHs--on the ``same footing'' as intended by
Rule11a2-2(T). Given the automated matching and execution at the
conclusion of a FLEX AIM or SAM Auction, no TPH would enjoy any special
control over the time of execution or special order handling advances
for orders executed electronically following a FLEX AIM or SAM Auction,
because such orders would be centrally processed for execution by
computer, as compared to being handled by a member through bids and
offers on the trading floor. Because the electronic trading platform
components are designed to prevent any TPHs from gaining any time and
place advantages, the Exchange believes each of the FLEX AIM and SAM
Auctions satisfies the four components of the ``Effect vs. Execute''
rule as well as the general policy objectives of Section 11(a) of the
Act.
In the context of automated trading systems, the Commission has
found that the off-floor transmission requirement is met if a covered
account order is transmitted from off the floor directly to the
Exchange by electronic means.\50\ Because the Exchange's FLEX AIM and
SAM Auctions each receive, and will continue to receive, orders from
FLEX Traders electronically through remote terminals or computer-to-
computer interfaces, the Exchange believes that orders submitted to a
FLEX AIM or SAM Auction from off the Exchange's trading floor will
satisfy the off-floor transmission requirement.\51\
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\50\ See, e.g., Securities Exchange Act Release Nos. 61419
(January 26, 2010), 75 FR 5157 (February 1, 2010) (SR-BATS-2009-031)
(approving BATS options trading); 59154 (December 23, 2008), 73 FR
80468 (December 31, 2008) (SR-BSE-2008-48) (approving equity
securities listing and trading on BSE); 57478 (March 12, 2008), 73
FR 14521 (March 18, 2008) (SR-NASDAQ-2007-004 and SR-NASDAQ-2007-
080) (approving NOM options trading); 53128 (January 13, 2006), 71
FR 3550 (January 23, 2006) (File No. 10-131) (approving The Nasdaq
Stock Market LLC); 44983 (October 25, 2001), 66 FR 55225 (November
1, 2001) (SR-PCX-00-25) (approving Archipelago Exchange); 29237 (May
24, 1991), 56 FR 24853 (May 31, 1991) (SR-NYSE-90-52 and SR-NYSE-90-
53) (approving NYSE's Off-Hours Trading Facility); and 15533
(January 29, 1979), 44 FR 6084 (January 31, 1979) (``1979
Release'').
\51\ See Rule 5.72(e) in the shell Rulebook.
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The second condition of Rule 11a2-2(T) requires that neither a
member nor an associated person of such member participate in the
execution of its order. The Exchange represents that, upon submission
to a FLEX AIM or SAM Auction, an order or response will be executed
automatically pursuant to the Rules set forth for the applicable
Auction. In particular, execution of an order or response sent to a
FLEX AIM or SAM Auction depends not on the FLEX Trader entering the
order or response, but rather on what other orders and responses are
present and the priority of those orders and responses. Thus, at no
time following the submission of an order or response is a FLEX Trader
or associated person of such FLEX Trader able to acquire control or
influence over the result or timing of order or response execution. The
Initiating FLEX Trader may not cancel or modify the Agency Order or
applicable contra-side order once submitted into a FLEX AIM or SAM
Auction, but FLEX Traders may modify or cancel their responses after
being submitted into a FLEX AIM or SAM Auction.\52\ Once the Agency
Order and Initiating Order or Solicited Order, or response, as
applicable, have been transmitted, the FLEX Trader that submitted the
order or response will not participate in its execution. No FLEX
Trader, including the Initiating FLEX Trader, will see a response
submitted into a FLEX AIM or SAM Auction, and therefore and will not be
able to influence or guide the execution of the Agency Orders (or
contra-side orders) or responses, as applicable. Finally, with respect
to FLEX AIM, the last priority feature will not permit a FLEX Trader to
have any control over an order. The election to apply last priority to
an Initiating Order is available prior to the submission of the order
and therefore could not be utilized to gain influence or guide the
execution of the Agency Order and Initiating Order. The information
provided with respect to the last priority feature by the Initiating
FLEX Trader will not be broadcast and further, the information may not
be modified by the Initiating FLEX Trader during the FLEX AIM
Auction.\53\
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\52\ The Exchange notes that the Commission has stated that the
non-participation requirement does not preclude members from
cancelling or modifying orders, or from modifying instructions for
executing orders, after they have been transmitted so long as such
modifications or cancellations are also transmitted from off the
floor. See Securities Exchange Act Release No. 14563 (March 14,
1978), 43 FR 11542, 11547 (the ``1978 Release'').
\53\ See proposed Rule 5.73(e)(4).
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Rule 11a2-2(T)'s third condition requires that the order be
executed by an exchange member who is unaffiliated with the member
initiating the order. The Commission has stated that the requirement is
satisfied when automated exchange facilities, such as FLEX AIM and SAM
Auctions, are used, as long as the design of these systems ensures that
members do not possess any special or unique trading advantages in
handling their orders after
[[Page 54670]]
transmitting them to the exchange.\54\ The Exchange represents that the
FLEX AIM and SAM Auctions are designed so that no FLEX Trader has any
special or unique trading advantage in the handling of its orders or
responses after transmitting them to the mechanisms.
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\54\ In considering the operation of automated execution systems
operated by an exchange, the Commission noted that, while there is
not an independent executing exchange member, the execution of an
order is automatic once it has been transmitted into the system.
Because the design of these systems ensures that members do not
possess any special or unique trading advantages in handling their
orders after transmitting them to the exchange, the Commission has
stated that executions obtained through these systems satisfy the
independent execution requirement of Rule 11a2-2(T). See 1979
Release.
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A TPH (not acting in a market-maker capacity) could submit an order
for a covered account from off of the Exchange's trading floor to an
unaffiliated floor broker for submission for execution the FLEX AIM or
SAM Auction from the trading floor and satisfy the ``Effect vs.
Execute'' exemption (assuming the other conditions are satisfied).\55\
However, a TPH, relying on this exemption, could not submit an order
for a covered account to its ``house'' floor broker on the trading
floor for execution. Because a TPH may not rely on the ``G'' exemption
when submitting an order to a FLEX AIM or SAM Auction,\56\ it must
ensure another exception applies in this situation.
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\55\ Orders for covered accounts that rely on the ``Effect vs.
Execute'' exemption in this scenario must be transmitted from a
remote location directly to the Floor Broker on the trading floor by
electronic means.
\56\ See Rule 5.72(e) in the shell Rulebook; see also proposed
Rules 5.73(e) and 5.74(e) (which do not prioritize non-TPH broker-
dealers, as would be necessary for submission of orders into the
FLEX AIM and SAM Auctions to comply with the ``G: exemption).
---------------------------------------------------------------------------
Rule 11a2-2(T)'s fourth condition requires that, in the case of a
transaction effected for an account with respect to which the
initiating member or an associated person thereof exercises investment
discretion, neither the initiating member nor any associated person
thereof may retain any compensation in connection with effecting the
transaction, unless the person authorized to transact business for the
account has expressly provided otherwise by written contract referring
to Section 11(a) of the Act and Rule 11a2-2(T) thereunder.\57\ The
Exchange recognizes that FLEX Traders relying on Rule 11a2-2(T) for
transactions effected through a FLEX AIM or SAM Auction must comply
with this condition of the Rule, and the Exchange will enforce this
requirement pursuant to its obligations under Section 6(b)(1) of the
Act to enforce compliance with federal securities laws.
---------------------------------------------------------------------------
\57\ See 17 CFR 240.11a2-2(T)(a)(2)(iv). In addition, Rule 11a2-
2(T)(d) requires a member or associated person authorized by written
contract to retain compensation, in connection with effecting
transactions for covered accounts over which such member or
associated persons thereof exercises investment discretion, to
furnish at least annually to the person authorized to transact
business for the account a statement setting forth the total amount
of compensation retained by the member in connection with effecting
transactions for the account during the period covered by the
statement which amount must be exclusive of all amounts paid to
others during that period for services rendered to effect such
transactions. See also 1978 Release (stating ``[t]he contractual and
disclosure requirements are designed to assure that accounts
electing to permit transaction-related compensation do so only after
deciding that such arrangements are suitable to their interests'').
---------------------------------------------------------------------------
Therefore, Exchange believes that the instant proposal is
consistent with Rule 11a2-2(T), and that therefore the exception should
apply in this case. Therefore, the Exchange believes the proposed rule
change is consistent with Section 11(a) of the Act and the Rules
thereunder.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange does not
believe the proposed rule change will impose any burden on intramarket
competition. FLEX AIM and SAM Auctions will continue to be voluntary
for FLEX Traders to use and will be available to all FLEX Traders.
Additionally, the ability to respond to FLEX SAM Auctions will now be
available to all FLEX Traders (except the Initiating TPH, which is
consistent with the requirement that the contra-side order be a
solicitation rather than a facilitation). These auction mechanisms will
apply to all FLEX Traders in the same manner. The Exchange believes the
FLEX AIM and SAM Auctions will continue to provide opportunities price
improvement for Agency Orders in FLEX Options in a competitive auction
process.
The Exchange does not believe the proposed rule change will impose
any burden on intermarket competition. The Exchange believes keeping
FLEX AIM and SAM Auctions aligned with corresponding non-FLEX auction
mechanisms, with the only differences relating to the differences
between FLEX and non-FLEX options, may further encourage submission of
FLEX Orders into these price improvement mechanisms. By enhancing our
FLEX trading platform, the Exchange believes it may be a more
attractive alternative to the OTC market. The Exchange believes market
participants benefit from being able to trade customized options in an
exchange environment in several ways, including but not limited to the
following: (1) Enhanced efficiency in initiating and closing out
position; (2) increased market transparency; and (3) heightened contra-
party creditworthiness due to the role of OCC as issuer and guarantor
of FLEX Options.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \58\ and Rule 19b-
4(f)(6) thereunder.\59\
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\58\ 15 U.S.C. 78s(b)(3)(A).
\59\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \60\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \61\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay so
that the proposed rule change may become operative prior to the
proposed Exchange's system migration on October 7, 2019, in order to
permit the Exchange to provide FLEX AIM and SAM Auction functionality
to market participants on an uninterrupted basis. In support of its
waiver request, the Exchange states that the FLEX AIM and SAM Auctions
for both simple and complex orders will function in a substantially
similar manner following the technology
[[Page 54671]]
migration as they do today. The Exchange further notes that the general
framework of the Exchange's FLEX AIM and SAM Auction process will
continue to be substantively the same as the framework for the non-FLEX
AIM and SAM Auctions, except for differences that relate to the
distinctions between FLEX and non-FLEX Options.\62\ Additionally, the
Exchange states that the proposal relocates certain provisions from the
current Rulebook to the shell Rulebook, such as provisions related to
auction eligibility requirements, auction responses, and executions
following the conclusion of an auction, and makes only non-substantive
changes to such provisions, which the Exchange believes will have no
impact on FLEX AIM and SAM Auctions. The Exchange further notes that it
has provided market participants with notice of this change in advance
of the system migration.\63\ For these reasons, the Commission believes
that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest. Accordingly, the
Commission designates the proposed rule change to be operative upon
filing.\64\
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\60\ 17 CFR 240.19b-4(f)(6).
\61\ 17 CFR 240.19b-4(f)(6)(iii).
\62\ See supra note 41.
\63\ See, e.g, Exchange Notice C2019092500, Trading of FLEX
Options on Cboe Options Exchange (September 25, 2019); Exchange
Notice 2019092501, Cboe Town Hall on FLEX Trading on the New Cboe
Options Exchange Platform (September 25, 2019); BOE and FIX
Specifications, available at https://markets.cboe.com/us/options/support/technical/.
\64\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the 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-CBOE-2019-093 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-CBOE-2019-093. 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-CBOE-2019-093 and should be submitted on
or before October 31, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\65\
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\65\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22157 Filed 10-9-19; 8:45 am]
BILLING CODE 8011-01-P