Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Maximum Composite Width Check of the Opening Rotation as Provided in Subparagraph (e)(1) of Exchange Rule 5.31, 68520-68523 [2019-26983]
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Federal Register / Vol. 84, No. 241 / Monday, December 16, 2019 / Notices
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
C2–2019–026 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–C2–2019–026. 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–C2–2019–026 and should
be submitted on or before January 6,
2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.24
J. Matthew DeLesDernier,
Assistant Secretary.
PREVIOUSLY ANNOUNCED TIME AND DATE OF
THE MEETING: Wednesday, December 18,
2019.
The following
additional matters will be considered
during the Open Meeting on
Wednesday, December 18, 2019:
• Whether to adopt rules under
Section 15F(i)(2) of the Securities
Exchange Act of 1934 that would
require security-based swap dealers and
major security-based swap participants
to comply with certain risk mitigation
techniques with respect to portfolios of
uncleared security-based swaps;
• whether to adopt certain rule
amendments and guidance regarding the
cross-border application of certain
security-based swap requirements under
the Securities Exchange Act of 1934 that
were added by Title VII of the DoddFrank Wall Street Reform and Consumer
Protection Act;
• whether to adopt an order
designating certain jurisdictions as
‘‘listed jurisdictions’’ for purposes of
one of the rule amendments noted
above;
• whether to propose Rule 13q–1 and
an amendment to Form SD under the
Securities Exchange Act of 1934 to
implement Section 1504 of the DoddFrank Wall Street Reform and Consumer
Protection Act relating to disclosure of
payments by resource extraction issuers;
and
• whether to propose amendments to
the definition of ‘‘accredited investor’’
in the Commission’s rules that are
intended to update and improve the
definition in order to identify more
effectively investors that do not need
the protections of registration under the
Securities Act of 1933.
CHANGES IN THE MEETING:
CONTACT PERSON FOR MORE INFORMATION:
For further information; please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
[FR Doc. 2019–26992 Filed 12–13–19; 8:45 am]
Dated: December 11, 2019.
Eduardo A. Aleman,
Deputy Secretary.
BILLING CODE 8011–01–P
[FR Doc. 2019–27111 Filed 12–12–19; 11:15 am]
BILLING CODE 8011–01–P
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Sunshine Act Meetings
FEDERAL REGISTER CITATION OF PREVIOUS
ANNOUNCEMENT: 84 FR 60134, November
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the Maximum
Composite Width Check of the
Opening Rotation as Provided in
Subparagraph (e)(1) of Exchange Rule
5.31
December 10, 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 December
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’’) proposes to amend the
Maximum Composite Width Check of
the opening rotation as provided in
subparagraph (e)(1) of Exchange Rule
5.31. The text of the proposed rule
change is provided in Exhibit 5.
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
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).
7, 2019.
2 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
[Release No. 34–87706; File No. SR–CBOE–
2019–115]
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
SECURITIES AND EXCHANGE
COMMISSION
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Federal Register / Vol. 84, No. 241 / Monday, December 16, 2019 / Notices
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
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Exchange Rule 5.31 sets forth the
Exchange’s opening auction process.
Paragraph (e) of the Rule provides the
opening rotation process, during which
the System will determine whether the
Composite Market 5 for a series is not
wider than a maximum width, will
determine the opening price, and open
the series. Subparagraph (e)(1) provides
that the System will determine whether
the Composite Market for a series is not
wider than a maximum width, as
follows:
• If the Composite Width 6 of a series
is less than or equal to the Maximum
Composite Width,7 the series is eligible
to open (and the System determines the
Opening Price).8
• If the Composite Width of a series
is greater than the Maximum Composite
Width, but there are no non-M
Capacity 9 market orders or buy (sell)
limit orders with prices higher (lower)
than the Composite Bid (Offer) and
there are no locked or crossed orders or
quotes, the series is eligible to open (and
5 The term ‘‘Composite Market’’ means the market
for a series comprised of (1) the higher of the thencurrent best appointed Market-Maker bulk message
bid on the Exchange and the ABB (if there is an
ABB) and (2) the lower of the then-current best
appointed Market-Maker bulk message offer on the
Exchange and the ABO (if there is an ABO). The
term ‘‘Composite Bid (Offer)’’ means the bid (offer)
used to determine the Composite Market. See
Exchange Rule 5.31(a).
6 The term ‘‘Composite Width’’ means the width
of the Composite Market (i.e., the width between
the Composite Bid and the Composite Offer) of a
series. See Exchange Rule 5.31(a).
7 The term ‘‘Maximum Composite Width’’ means
the amount that the Composite Width of a series
may generally not be greater than for the series to
open (subject to certain exceptions set forth in
subparagraph (e)(1)). The Exchange determines this
amount on a class and Composite Bid basis, which
amount the Exchange may modify during the
opening auction process (which modifications the
Exchange disseminates to all subscribers to the
Exchange’s data feeds that deliver opening auction
updates). See Exchange Rule 5.31(a).
8 See Exchange Rule 5.31(e)(1)(A).
9 Capacity M is used for orders for the account of
a Market-Maker (with an appointment in the class),
thus ‘‘non-M Capacity’’ orders refer to orders
entered for the accounts of non-Market-Makers (e.g.,
Customer or Firm accounts). See U.S. Options
Binary Order Entry Specifications, at 28 (definition
of Capacity), available at https://cdn.cboe.com/
resources/membership/US_Options_BOE_
Specification.pdf.
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the System determines the Opening
Price).10
• If neither of the conditions above
are satisfied for a series, or if the
Composite Market of a series is crossed,
the series is ineligible to open. The
Queuing Period 11 for the series
continues (including the dissemination
of opening auction updates) until one of
the above conditions for the series is
satisfied, or the Exchange opens the
series pursuant to paragraph (h).12
The Exchange implemented the price
protection measure of subparagraph
(e)(1)(B) in order to conservatively
protect non-M capacity orders from
executing in the Opening Auction
Process at an extreme price. While it is
possible for Market-Makers to submit
orders to the Exchange at an extreme
price, the Exchange believes there is less
risk of a Market-Maker inputting an
order at an extreme price given that
Market-Makers are generally responsible
for pricing the market. The following
example shows the application of the
Maximum Composite Width check
provided for in subparagraph (e)(1)(B)
and the type of extreme trade price for
which the check is intended to limit.
Example #1
Suppose the Maximum Composite
Width for a class is 1.00, and the
Composite Market is 5.00 × 20.00
comprised of an appointed MarketMaker bulk message bid of 5.00 and an
appointed Market-Maker bulk message
offer of 20.00. There is a non-M capacity
limit order to buy for 18.00 in the
Queuing Book. Prior to the open, the
Exchange does not know the market
value of the option series; however,
assume that the intrinsic value of the
option series is 6.00. In this case, the
series would not be eligible to open
because the width of the Composite
Market is greater than the Maximum
Composite Width, and there is a non-M
Capacity order at a price inside of the
Composite Market. If the Exchange
permitted the option series to open in
this circumstance, the non-M capacity
limit order may execute in the Opening
Auction Process at its limit price, which
the Exchange would consider an
extreme price given that the intrinsic
value of the option series is 6.00.
Therefore, subparagraph (e)(1)(B) is
designed to protect the non-M capacity
order from executing at such an extreme
10 See
Exchange Rule 5.31(e)(1)(B).
term ‘‘Queuing Period’’ means the time
period prior to the initiation of an opening rotation
during which the System accepts orders and quotes
in the Queuing Book for participation in the
opening rotation for the applicable trading session.
See Exchange Rule 5.31(a).
12 See Exchange Rule 5.31(e)(1)(C).
11 The
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68521
price by not opening the option series
in such a scenario.
However, in certain instances where
the Composite Market is wide, the
Exchange believes the conditions of
subparagraph (e)(1)(B) may be overly
conservative and unnecessarily prevent
the opening of a series when the risk of
execution at the open at an extreme
price is minimal. The following
example shows the application of the
Maximum Composite Width check
provided for in subparagraph (e)(1)(B)
and the type of non-extreme trade price
for which the check will limit.
Example #2
Suppose the Maximum Composite
Width for a class is 1.00, and the
Composite Market is 5.00 × 7.00
comprised of an appointed MarketMaker bulk message bid of 5.00 and an
appointed Market-Maker bulk message
offer of 7.00. There is a non-M capacity
limit order to buy for 5.75 in the
Queuing Book.13 Prior to the open, the
Exchange does not know the market
value of the option series; however,
assume that the intrinsic value of the
option series is 5.75. In this case, the
series would not be eligible to open
because the width of the Composite
Market is greater than the Maximum
Composite Width, and there is a non-M
Capacity order at a price inside of the
Composite Market.
As demonstrated in Example #2,
subparagraph (e)(1)(B) provides no
circumstance under which a non-M
capacity order may improve the
Composite Market when the Composite
Width is greater than the Maximum
Composite Width that would allow the
Exchange to open the series, even when
such non-M capacity order is not
entered at an extreme limit price. Given
this, the Exchange proposes to amend
subparagraph (e)(1)(B) to allow the
Exchange to open a series if the
Composite Width is greater than the
Maximum Composite Width and there
are non-M Capacity limit orders at a
price better than the Composite Bid
(Offer) in certain circumstances.
Specifically, the proposed amendment
will allow the Exchange to open a series
13 The term ‘‘Queuing Book’’ means the book into
which Users may submit orders and quotes (and
onto which Good-til-Cancelled (‘‘GTC’’) and Goodtil-Date (‘‘GTD’’) orders remaining on the Book from
the previous trading session or trading day, as
applicable, are entered) during the Queuing Period
for participation in the applicable opening rotation.
Orders and quotes on the Queuing Book may not
execute until the opening rotation. The Queuing
Book for the Global Trading Hours (‘‘GTH’’)
opening auction process may be referred to as the
‘‘GTH Queuing Book,’’ and the Queuing Book for
the Regular Trading Hours (‘‘RTH’’) opening
auction process may be referred to as the ‘‘RTH
Queuing Book.’’ See Exchange Rule 5.31(a).
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Federal Register / Vol. 84, No. 241 / Monday, December 16, 2019 / Notices
if the Composite Width of a series is
greater than the Maximum Composite
Width, but there are no non-M Capacity
market orders or buy (sell) limit orders
with prices higher (lower) than the
Composite Market midpoint and there
are no locked or crossed orders or
quotes. Thus, under proposed
subparagraph (e)(1)(B), the Exchange
would allow the option series to open
in Example #2 above as the non-M
capacity limit bid was entered at a price
lower than the Composite Market
midpoint. The proposed amendment
would continue to limit the risk of a
non-M capacity order executing at an
extreme price in Example #1 as the nonM capacity limit bid was entered at a
price higher than the Composite Market
midpoint.
The Exchange believes the proposed
amendment strikes a reasonable balance
between protecting non-M capacity
orders from executing at extreme prices
and encouraging the submission of nonM capacity orders at prices that improve
the Composite Market, which will allow
the Exchange to open series earlier and
also allow for more trading
opportunities on the Exchange
throughout the trading day. The
Exchange believes the proposed
amendment is reasonable, as it will
allow the Exchange to open series on a
less restrictive basis and potentially
earlier, while still limiting the risk of a
non-M capacity order executing at an
extreme price on the open. If the width
of the Composite Market (which the
Exchange believes represents the prices
most reflective of the market, as it is
comprised of the better of Market-Maker
bulk messages on the Exchange or any
away market quotes) is no greater than
the Maximum Composite Width, the
Exchange will open the series because
there is minimal risk of execution at an
extreme price. Further, the Exchange
notes that there are other price
protections available to limit the risk of
executions at an extreme price (e.g.,
drill-through protection).14 However, if
the Composite Width is greater than the
Maximum Composite Width but there
are no non-M Capacity bids (offers)
higher (lower) than the midpoint of the
Composite Market (and thus better than
the best Composite Bid (Offer) but still
not marketable at a price at which the
Exchange would open), there is minimal
risk of an order executing at an extreme
price on the open. Because the risk that
the Maximum Composite Width Check
14 The Exchange notes that drill-through
protection is designed to limit a marketable nonbulk message bid (offer) from executing a certain
amount higher (lower) than the National Best Offer
(National Best Bid) or the Opening Collar. See
Exchange Rule 5.34(a)(4).
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is intended to address is limited in this
situation and also because any such
orders would be subject to other price
protections to further limit this risk, and
that the Exchange believes such
minimal risk is outweighed by the
benefits of additional trading
opportunities by opening these series
earlier, the Exchange believes it is
appropriate to open a series in either of
these conditions. Therefore, if neither
the (1) Composite Width of a series is
less than or equal to the Maximum
Composite Width, nor (2) if the
Composite Width of a series is greater
than the Maximum Composite Width,
but there are no non-M Capacity 15
market orders or buy (sell) limit orders
with prices higher (lower) than the
Composite Market midpoint and there
are no locked or crossed orders or
quotes, the Exchange continues to
believe there may be higher risk that
orders would execute at an extreme
price if the series opened, and therefore
the Exchange will continue to not open
a series.
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.16 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 17 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) 18 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes proposed Rule
5.31(e) will protect investors, because it
will continue to limit the risk of
15 Capacity M is used for orders for the account
of a Market-Maker (with an appointment in the
class), thus ‘‘non-M Capacity’’ orders refer to orders
entered for the accounts of non-Market-Makers (e.g.,
Customer or Firm accounts). See Exchange Rule 1.1.
16 15 U.S.C. 78f(b).
17 15 U.S.C. 78f(b)(5).
18 Id.
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execution of orders at extreme prices at
the open in a manner similar to the
existing Rule. The Exchange also
believes the proposed amendment will
benefit market participants as it may
encourage the submission of orders at
prices that improve the Composite
Market in the Opening Auction Process
on the Exchange, and allow the
Exchange to open series earlier, which
may also allow for more trading
opportunities on the Exchange
throughout the trading day.
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 that the
proposed amendment will impose any
burden on intramarket competition that
is not necessary or appropriate in
furtherance of the purposes of the Act,
because it will apply to orders and
quotes of all market participants in the
same manner. Further, the proposed
amendment would allow trading in
options series to open sooner, which
would benefit all market participants in
these series. The Exchange notes that
the protections of Rule 5.31(e)(1)(B) are
not applied to Market-Maker orders
because the Exchange believes there is
less risk of a Market-Maker inputting an
order at an extreme price given that
Market-Makers are generally responsible
for pricing the market.
The Exchange does not believe that
the proposed rule change to amend the
Maximum Composite Width Check of
the opening rotation will impose any
burden on intermarket competition that
is not necessary or appropriate in
furtherance of the purposes of the Act,
because the proposed rule change only
impacts the conditions under which a
series will open on the Exchange. The
proposed amendment may increase
participation in the Opening Auction
Process and further allow more series to
open on the Exchange to the benefit of
all Exchange Trading Permit Holders.
The Exchange believes the proposed
rule change may enhance intermarket
competition by encouraging the
submission of orders at improved prices
in the Opening Auction Process and
allowing more series to open on the
Exchange in a more timely manner.
Further, the proposed amendment will
continue to limit the risk of orders
executing at extreme prices at the open
in a similar manner as set forth under
current Rule 5.31(e).
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Federal Register / Vol. 84, No. 241 / Monday, December 16, 2019 / Notices
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 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 19 and
subparagraph (f)(6) of Rule 19b–4
thereunder.20
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 21 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 22
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has asked
the Commission to waive the 30-day
operative delay so that the proposal may
become operative upon filing. The
Exchange believes that the proposed
rule change may encourage submission
of orders at improved prices in the
Opening Auction Process on the
Exchange and allow the Exchange to
open series earlier, which will allow for
more trading opportunities on the
Exchange throughout the trading day. In
addition, as noted above, the Exchange
believes the Maximum Composite
Width Check will continue to limit the
risk of executions at extreme prices, and
executions will be subject to other price
protections on the Exchange.
Accordingly, the Commission hereby
waives the operative delay and
designates the proposed rule change
operative upon filing so that the benefits
of this proposed rule change can be
realized immediately.23
19 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.
21 17 CFR 240.19b–4(f)(6).
22 17 CFR 240.19b–4(f)(6)(iii).
23 For purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
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20 17
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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 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.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CBOE–2019–115 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–2019–115. 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–2019–115 and
should be submitted on or before
January 6, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.24
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019–26983 Filed 12–13–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87709; File No. SR–
CboeEDGA–2019–021]
Self-Regulatory Organizations; Cboe
EDGA Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Introduce a
Small Retail Broker Distribution
Program
December 10, 2019.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
27, 20219, Cboe EDGA Exchange, Inc.
(‘‘Exchange’’ or ‘‘EDGA’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe EDGA Exchange, Inc. (‘‘EDGA’’
or the ‘‘Exchange’’) is filing with the
Securities and Exchange Commission
(the ‘‘Commission’’) a proposed rule
change to introduce a Small Retail
Broker Distribution Program. The text of
the proposed changes to the fee
schedule are enclosed [sic] as Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
equities/regulation/rule_filings/edga/),
at the Exchange’s Office of the
24 17
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
PO 00000
Frm 00132
Fmt 4703
Sfmt 4703
68523
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
E:\FR\FM\16DEN1.SGM
16DEN1
]]>Agencies
[Federal Register Volume 84, Number 241 (Monday, December 16, 2019)]
[Notices]
[Pages 68520-68523]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-26983]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87706; File No. SR-CBOE-2019-115]
Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Maximum Composite Width Check of the Opening Rotation as Provided
in Subparagraph (e)(1) of Exchange Rule 5.31
December 10, 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 December 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe'') proposes to
amend the Maximum Composite Width Check of the opening rotation as
provided in subparagraph (e)(1) of Exchange Rule 5.31. The text of the
proposed rule change is provided in Exhibit 5.
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
[[Page 68521]]
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
Exchange Rule 5.31 sets forth the Exchange's opening auction
process. Paragraph (e) of the Rule provides the opening rotation
process, during which the System will determine whether the Composite
Market \5\ for a series is not wider than a maximum width, will
determine the opening price, and open the series. Subparagraph (e)(1)
provides that the System will determine whether the Composite Market
for a series is not wider than a maximum width, as follows:
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\5\ The term ``Composite Market'' means the market for a series
comprised of (1) the higher of the then-current best appointed
Market-Maker bulk message bid on the Exchange and the ABB (if there
is an ABB) and (2) the lower of the then-current best appointed
Market-Maker bulk message offer on the Exchange and the ABO (if
there is an ABO). The term ``Composite Bid (Offer)'' means the bid
(offer) used to determine the Composite Market. See Exchange Rule
5.31(a).
---------------------------------------------------------------------------
If the Composite Width \6\ of a series is less than or
equal to the Maximum Composite Width,\7\ the series is eligible to open
(and the System determines the Opening Price).\8\
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\6\ The term ``Composite Width'' means the width of the
Composite Market (i.e., the width between the Composite Bid and the
Composite Offer) of a series. See Exchange Rule 5.31(a).
\7\ The term ``Maximum Composite Width'' means the amount that
the Composite Width of a series may generally not be greater than
for the series to open (subject to certain exceptions set forth in
subparagraph (e)(1)). The Exchange determines this amount on a class
and Composite Bid basis, which amount the Exchange may modify during
the opening auction process (which modifications the Exchange
disseminates to all subscribers to the Exchange's data feeds that
deliver opening auction updates). See Exchange Rule 5.31(a).
\8\ See Exchange Rule 5.31(e)(1)(A).
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If the Composite Width of a series is greater than the
Maximum Composite Width, but there are no non-M Capacity \9\ market
orders or buy (sell) limit orders with prices higher (lower) than the
Composite Bid (Offer) and there are no locked or crossed orders or
quotes, the series is eligible to open (and the System determines the
Opening Price).\10\
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\9\ Capacity M is used for orders for the account of a Market-
Maker (with an appointment in the class), thus ``non-M Capacity''
orders refer to orders entered for the accounts of non-Market-Makers
(e.g., Customer or Firm accounts). See U.S. Options Binary Order
Entry Specifications, at 28 (definition of Capacity), available at
https://cdn.cboe.com/resources/membership/US_Options_BOE_Specification.pdf.
\10\ See Exchange Rule 5.31(e)(1)(B).
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If neither of the conditions above are satisfied for a
series, or if the Composite Market of a series is crossed, the series
is ineligible to open. The Queuing Period \11\ for the series continues
(including the dissemination of opening auction updates) until one of
the above conditions for the series is satisfied, or the Exchange opens
the series pursuant to paragraph (h).\12\
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\11\ The term ``Queuing Period'' means the time period prior to
the initiation of an opening rotation during which the System
accepts orders and quotes in the Queuing Book for participation in
the opening rotation for the applicable trading session. See
Exchange Rule 5.31(a).
\12\ See Exchange Rule 5.31(e)(1)(C).
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The Exchange implemented the price protection measure of
subparagraph (e)(1)(B) in order to conservatively protect non-M
capacity orders from executing in the Opening Auction Process at an
extreme price. While it is possible for Market-Makers to submit orders
to the Exchange at an extreme price, the Exchange believes there is
less risk of a Market-Maker inputting an order at an extreme price
given that Market-Makers are generally responsible for pricing the
market. The following example shows the application of the Maximum
Composite Width check provided for in subparagraph (e)(1)(B) and the
type of extreme trade price for which the check is intended to limit.
Example #1
Suppose the Maximum Composite Width for a class is 1.00, and the
Composite Market is 5.00 x 20.00 comprised of an appointed Market-Maker
bulk message bid of 5.00 and an appointed Market-Maker bulk message
offer of 20.00. There is a non-M capacity limit order to buy for 18.00
in the Queuing Book. Prior to the open, the Exchange does not know the
market value of the option series; however, assume that the intrinsic
value of the option series is 6.00. In this case, the series would not
be eligible to open because the width of the Composite Market is
greater than the Maximum Composite Width, and there is a non-M Capacity
order at a price inside of the Composite Market. If the Exchange
permitted the option series to open in this circumstance, the non-M
capacity limit order may execute in the Opening Auction Process at its
limit price, which the Exchange would consider an extreme price given
that the intrinsic value of the option series is 6.00. Therefore,
subparagraph (e)(1)(B) is designed to protect the non-M capacity order
from executing at such an extreme price by not opening the option
series in such a scenario.
However, in certain instances where the Composite Market is wide,
the Exchange believes the conditions of subparagraph (e)(1)(B) may be
overly conservative and unnecessarily prevent the opening of a series
when the risk of execution at the open at an extreme price is minimal.
The following example shows the application of the Maximum Composite
Width check provided for in subparagraph (e)(1)(B) and the type of non-
extreme trade price for which the check will limit.
Example #2
Suppose the Maximum Composite Width for a class is 1.00, and the
Composite Market is 5.00 x 7.00 comprised of an appointed Market-Maker
bulk message bid of 5.00 and an appointed Market-Maker bulk message
offer of 7.00. There is a non-M capacity limit order to buy for 5.75 in
the Queuing Book.\13\ Prior to the open, the Exchange does not know the
market value of the option series; however, assume that the intrinsic
value of the option series is 5.75. In this case, the series would not
be eligible to open because the width of the Composite Market is
greater than the Maximum Composite Width, and there is a non-M Capacity
order at a price inside of the Composite Market.
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\13\ The term ``Queuing Book'' means the book into which Users
may submit orders and quotes (and onto which Good-til-Cancelled
(``GTC'') and Good-til-Date (``GTD'') orders remaining on the Book
from the previous trading session or trading day, as applicable, are
entered) during the Queuing Period for participation in the
applicable opening rotation. Orders and quotes on the Queuing Book
may not execute until the opening rotation. The Queuing Book for the
Global Trading Hours (``GTH'') opening auction process may be
referred to as the ``GTH Queuing Book,'' and the Queuing Book for
the Regular Trading Hours (``RTH'') opening auction process may be
referred to as the ``RTH Queuing Book.'' See Exchange Rule 5.31(a).
---------------------------------------------------------------------------
As demonstrated in Example #2, subparagraph (e)(1)(B) provides no
circumstance under which a non-M capacity order may improve the
Composite Market when the Composite Width is greater than the Maximum
Composite Width that would allow the Exchange to open the series, even
when such non-M capacity order is not entered at an extreme limit
price. Given this, the Exchange proposes to amend subparagraph
(e)(1)(B) to allow the Exchange to open a series if the Composite Width
is greater than the Maximum Composite Width and there are non-M
Capacity limit orders at a price better than the Composite Bid (Offer)
in certain circumstances. Specifically, the proposed amendment will
allow the Exchange to open a series
[[Page 68522]]
if the Composite Width of a series is greater than the Maximum
Composite Width, but there are no non-M Capacity market orders or buy
(sell) limit orders with prices higher (lower) than the Composite
Market midpoint and there are no locked or crossed orders or quotes.
Thus, under proposed subparagraph (e)(1)(B), the Exchange would allow
the option series to open in Example #2 above as the non-M capacity
limit bid was entered at a price lower than the Composite Market
midpoint. The proposed amendment would continue to limit the risk of a
non-M capacity order executing at an extreme price in Example #1 as the
non-M capacity limit bid was entered at a price higher than the
Composite Market midpoint.
The Exchange believes the proposed amendment strikes a reasonable
balance between protecting non-M capacity orders from executing at
extreme prices and encouraging the submission of non-M capacity orders
at prices that improve the Composite Market, which will allow the
Exchange to open series earlier and also allow for more trading
opportunities on the Exchange throughout the trading day. The Exchange
believes the proposed amendment is reasonable, as it will allow the
Exchange to open series on a less restrictive basis and potentially
earlier, while still limiting the risk of a non-M capacity order
executing at an extreme price on the open. If the width of the
Composite Market (which the Exchange believes represents the prices
most reflective of the market, as it is comprised of the better of
Market-Maker bulk messages on the Exchange or any away market quotes)
is no greater than the Maximum Composite Width, the Exchange will open
the series because there is minimal risk of execution at an extreme
price. Further, the Exchange notes that there are other price
protections available to limit the risk of executions at an extreme
price (e.g., drill-through protection).\14\ However, if the Composite
Width is greater than the Maximum Composite Width but there are no non-
M Capacity bids (offers) higher (lower) than the midpoint of the
Composite Market (and thus better than the best Composite Bid (Offer)
but still not marketable at a price at which the Exchange would open),
there is minimal risk of an order executing at an extreme price on the
open. Because the risk that the Maximum Composite Width Check is
intended to address is limited in this situation and also because any
such orders would be subject to other price protections to further
limit this risk, and that the Exchange believes such minimal risk is
outweighed by the benefits of additional trading opportunities by
opening these series earlier, the Exchange believes it is appropriate
to open a series in either of these conditions. Therefore, if neither
the (1) Composite Width of a series is less than or equal to the
Maximum Composite Width, nor (2) if the Composite Width of a series is
greater than the Maximum Composite Width, but there are no non-M
Capacity \15\ market orders or buy (sell) limit orders with prices
higher (lower) than the Composite Market midpoint and there are no
locked or crossed orders or quotes, the Exchange continues to believe
there may be higher risk that orders would execute at an extreme price
if the series opened, and therefore the Exchange will continue to not
open a series.
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\14\ The Exchange notes that drill-through protection is
designed to limit a marketable non-bulk message bid (offer) from
executing a certain amount higher (lower) than the National Best
Offer (National Best Bid) or the Opening Collar. See Exchange Rule
5.34(a)(4).
\15\ Capacity M is used for orders for the account of a Market-
Maker (with an appointment in the class), thus ``non-M Capacity''
orders refer to orders entered for the accounts of non-Market-Makers
(e.g., Customer or Firm accounts). See Exchange Rule 1.1.
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2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\16\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \17\ 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) \18\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(5).
\18\ Id.
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The Exchange believes proposed Rule 5.31(e) will protect investors,
because it will continue to limit the risk of execution of orders at
extreme prices at the open in a manner similar to the existing Rule.
The Exchange also believes the proposed amendment will benefit market
participants as it may encourage the submission of orders at prices
that improve the Composite Market in the Opening Auction Process on the
Exchange, and allow the Exchange to open series earlier, which may also
allow for more trading opportunities on the Exchange throughout the
trading day.
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 that the proposed amendment will impose any burden on
intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act, because it will apply to orders
and quotes of all market participants in the same manner. Further, the
proposed amendment would allow trading in options series to open
sooner, which would benefit all market participants in these series.
The Exchange notes that the protections of Rule 5.31(e)(1)(B) are not
applied to Market-Maker orders because the Exchange believes there is
less risk of a Market-Maker inputting an order at an extreme price
given that Market-Makers are generally responsible for pricing the
market.
The Exchange does not believe that the proposed rule change to
amend the Maximum Composite Width Check of the opening rotation will
impose any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act, because the
proposed rule change only impacts the conditions under which a series
will open on the Exchange. The proposed amendment may increase
participation in the Opening Auction Process and further allow more
series to open on the Exchange to the benefit of all Exchange Trading
Permit Holders.
The Exchange believes the proposed rule change may enhance
intermarket competition by encouraging the submission of orders at
improved prices in the Opening Auction Process and allowing more series
to open on the Exchange in a more timely manner. Further, the proposed
amendment will continue to limit the risk of orders executing at
extreme prices at the open in a similar manner as set forth under
current Rule 5.31(e).
[[Page 68523]]
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 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 \19\ and subparagraph (f)(6) of Rule 19b-4
thereunder.\20\
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\19\ 15 U.S.C. 78s(b)(3)(A).
\20\ 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 \21\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \22\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the proposal may become operative upon filing. The Exchange believes
that the proposed rule change may encourage submission of orders at
improved prices in the Opening Auction Process on the Exchange and
allow the Exchange to open series earlier, which will allow for more
trading opportunities on the Exchange throughout the trading day. In
addition, as noted above, the Exchange believes the Maximum Composite
Width Check will continue to limit the risk of executions at extreme
prices, and executions will be subject to other price protections on
the Exchange. Accordingly, the Commission hereby waives the operative
delay and designates the proposed rule change operative upon filing so
that the benefits of this proposed rule change can be realized
immediately.\23\
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\21\ 17 CFR 240.19b-4(f)(6).
\22\ 17 CFR 240.19b-4(f)(6)(iii).
\23\ 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 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. 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-2019-115 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-2019-115. 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-2019-115 and should be submitted on
or before January 6, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
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\24\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-26983 Filed 12-13-19; 8:45 am]
BILLING CODE 8011-01-P
