Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 21.5 To Conform the Rule to Section 3.1 of the Plan for the Purpose of Developing and Implementing Procedures Designed To Facilitate the Listing and Trading of Standardized Options and Add New Rule 21.5(d), 37708-37712 [2020-13436]

Download as PDF 37708 Federal Register / Vol. 85, No. 121 / Tuesday, June 23, 2020 / Notices Comments may be submitted by any of the following methods: SECURITIES AND EXCHANGE COMMISSION 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– CboeEDGX–2020–029 on the subject line. Paper Comments jbell on DSKJLSW7X2PROD with NOTICES • 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–CboeEDGX–2020–029. 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–CboeEDGX–2020–029, and should be submitted on or before July 14, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–13434 Filed 6–22–20; 8:45 am] BILLING CODE 8011–01–P 19 17 17:17 Jun 22, 2020 Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 21.5 To Conform the Rule to Section 3.1 of the Plan for the Purpose of Developing and Implementing Procedures Designed To Facilitate the Listing and Trading of Standardized Options and Add New Rule 21.5(d) June 17, 2020. 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 June 11, 2020, Cboe BZX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BZX 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 BZX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BZX Options’’) proposes to amend Rule 21.5 to conform the rule to Section 3.1 of the Plan for the Purpose of Developing and Implementing Procedures Designed to Facilitate the Listing and Trading of Standardized Options (the ‘‘OLPP’’) and add new Rule 21.5(d). 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://markets.cboe.com/us/ equities/regulation/rule_filings/bzx/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. 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). VerDate Sep<11>2014 [Release No. 34–89079; File No. SR– CboeBZX–2020–051] Jkt 250001 PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this rule change is to amend Rule 21.5 (Minimum Increments) to align the rule with the recently approved amendment to the OLPP. Background On January 23, 2007, the Commission approved on a limited basis a Penny Pilot in option classes in certain issues (‘‘Penny Pilot’’). The Penny Pilot was designed to determine whether investors would benefit from options being quoted in penny increments, and in which classes the benefits were most significant. The Penny Pilot was expanded and extended numerous times over the last 13 years.5 In each instance, 5 The Exchange notes that the rules of BZX Options, including rules applicable to BZX Options’ participation in the Penny Pilot, were approved on January 26, 2010. See Securities Exchange Act Release No. 61419 (January 26, 2010), 75 FR 5157 (February 1, 2010) (SR–BATS–2009–031). The rules applicable to BZX Options’ participation in the Penny Pilot have been expanded and extended accordingly numerous times since the Exchange commenced operations. See Securities Exchange Act Release Nos. 63385 (November 29, 2010), 75 FR 75526 (December 3, 2010) (SR–BATS–2010–035); 65965 (December 15, 2011), 76 FR 79244 (December 21, 2011) (SR–BATS–2011–050); 67306 (June 28, 2012), 77 FR 40109 (July 6, 2012) (SR–BATS–2012– 025); 68516 (December 21, 2012), 77 FR 77176 (December 31, 2012) (SR–BATS–2012–048); 69788 (June 18, 2013), 78 FR 37862 (June 24, 2013) (SR– BATS–2013–030); 71082 (December 16. 2013), 78 FR 77177 (December 20, 2013) (SR–BATS–2013– 064); 72371 (June 12, 2014), 79 FR 34810 (June 18, 2014) (SR–BATS–2014–023); 73888 (December 19, 2014), 79 FR 78114 (December 29, 2014) (SR– BATS–2014–070); 75338 (June 30, 2015), 80 FR 38793 (July 7, 2015) (SR–BATS–2015–50); 79523 (December 9, 2016), 81 FR 90895 (December 15, 2016) (SR–atsBZX–2016–84); 80927 (June 14, 2017), 82 FR 28198 (June 20, 2017) (SR–BatsBZX–2017– 40); 82389 (December 22, 2017), 82 FR 61647 (December 28, 2017) (SR–CboeBZX–2017–016); 83569 (June 29, 2018), 83 FR 31577 (July 6, 2018) (SR–CboeBZX–2018–049); 84953 (December 26, 2018), 84 FR 845 (January 31, 2019) (SR–CboeBZX– 2018–093); 86078 (June 10, 2019), 84 FR 27824 (June 14, 2019) (SR–CboeBZX–2019–051); and E:\FR\FM\23JNN1.SGM 23JNN1 Federal Register / Vol. 85, No. 121 / Tuesday, June 23, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES these approvals relied upon the consideration of data periodically provided by the Exchanges that analyzed how quoting options in penny increments affects spreads, liquidity, quote traffic, and volume. Today, the Penny Pilot includes 363 option classes, which are among the most actively traded, multiply listed option classes. The Penny Pilot is scheduled to expire by its own terms on June 30, 2020.6 In light of the imminent expiration of the Penny Pilot on June 30, 2020, the Exchange, together with other participating exchanges, filed, on July 18, 2019 a proposal to amend the OLPP.7 On April 1, 2020 the Commission approved the amendment to the OLPP to make permanent the Pilot Program (the ‘‘OLPP Program’’).8 The OLPP Program replaces the Penny Pilot by instituting a permanent program that would permit quoting in penny increments for certain option classes. Under the terms of the OLPP Program, designated option classes would continue to be quoted in $0.01 and $0.05 increments according to the same parameters for the Penny Pilot. In addition, the OLPP Program would: (i) Establish an annual review process to add option classes to, or to remove option classes from, the OLPP Program; (ii) to allow an option class to be added to the OLPP Program if it is a newly listed option class and it meets certain criteria; (iii) to allow an option class to be added to the OLPP Program if it is an option class that has seen a significant growth in activity; (iv) to provide that if a corporate action involves one or more option classes in the OLPP Program, all adjusted and unadjusted series and classes emerging as a result of the corporate action will be included in the OLPP Program; and (v) to provide that any series in an option class participating in the OLPP Program that have been delisted, or are identified by OCC as ineligible for opening Customer transactions, will continue to trade pursuant to the OLPP Program until they expire. To conform its Rules to the OLPP Program, the Exchange proposes to delete Interpretation and Policy .01 to Rule 21.5 (the ‘‘Penny Pilot Rule’’) and replace it with new Rule 21.5(d) 87740 (December 13, 2019), 84 FR 69800 (December 19, 2019) (SR–CboeBZX–2019–106). 6 See Securities Exchange Act Release No. 87740 (December 13, 2019), 84 FR 69800 (December 19, 2019) (SR–CboeBZX–2019–106). 7 See Securities Exchange Act Release No. 87681 (December 9, 2019), 84 FR 68960 (December 17, 2019) (‘‘Notice’’). 8 See Securities Exchange Act Release No. 88532 (April 1, 2020), 85 FR 19545 (April 7, 2020) (File No. 4–443) (‘‘Approval Order’’). VerDate Sep<11>2014 17:17 Jun 22, 2020 Jkt 250001 (Requirements for Penny Interval Program), which is described below, and to replace references to ‘‘Penny Pilot’’ in the Exchange rules with ‘‘Penny Interval Program.’’ The Exchange also proposes to delete the superfluous operational language within Rule 21.5 regarding the a change to the minimum increment that may be established by the Board and designated as a stated policy, practice, or interpretation within the meaning of the Act and the process for modifying trading differential by rule filing because such meaning and requirement remains the case today, as the Exchange may determine to establish a change to the Rules and the Exchange must submit proposed rule changes—including for Rule 21.5— to the Commission.9 Finally, the Exchange notes that this proposal is based on and substantially identical to a rule filing recently submitted by NYSE Arca, Inc.10 Penny Interval Program The Exchange proposes to codify the OLPP Program in new paragraph (d) to Rule 21.5 (Requirements for Penny Interval Program) (the ‘‘Penny Program’’), which will replace the Penny Pilot Rule and permanently permit the Exchange to quote certain option classes in minimum increments of one cents ($0.01) and five cents ($0.05)(‘‘penny increments’’). The penny increments that currently apply under the Penny Pilot will continue to apply for option classes included in the 9 See Rule 21.5(a), specifically, the current language which provides that: ‘‘The Board may establish minimum quoting increments for options contracts traded on EDGX Options. Such minimum increments established by the Board will be designated as a stated policy, practice, or interpretation with respect to the administration of this Rule within the meaning of Section 19 of the Exchange Act and will be filed with the SEC as a rule change for effectiveness upon filing. Until such time as the Board makes a change in the increments, the following principles shall apply’’. The Exchange notes that this proposed change is also consistent with the corresponding minimum increment rules of its affiliated options exchanges, Cboe Options Exchange, Inc. (‘‘Cboe Options’’) and Cboe C2 Exchange, Inc. (‘‘C2’’). See Cboe Options Rule 5.4 and C2 Rule 6.4; see also Securities Exchange Act Release Nos. 84470 (October 23, 2018), 83 FR 54395 (October 29, 2018) (SR–CBOE– 2018–066); and 83214 (May 11, 2018), 83 FR 22796 (May 16, 2018) (SR–C2–2018–005), which more recently updated Cboe Options and C2 minimum increments rules, respectively, in the same manner as proposed in connection with language in the Cboe Options and C2 rules that prior referred to Board decisions to modify minimum increments. The decision to change the minimum increments relate to Exchange trading and operations, and thus are made by Exchange management, rather than the Board, which generally is not involved in determinations related to day-to-day operations of the Exchange. 10 See Securities Exchange Act Release No. 88943 (May 26, 2020), 85 FR 33255 (June 1, 2020) (SR– NYSEArca–2020–50). PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 37709 Penny Program. Specifically, (i) the minimum quoting increment for all series in the QQQ, SPY, and IWM would continue to be $0.01, regardless of price; 11 (ii) all series of an option class included in the Penny Program with a price of less than $3.00 would be quoted in $0.01 increments; and (iii) all series of an option class included in the Penny Program with a price of $3.00 or higher would be quoted in $0.05 increments. The Penny Program would initially apply to the 363 most actively traded multiply listed option classes, based on National Cleared Volume at The Options Clearing Corporation (‘‘OCC’’) in the six full calendar months ending in the month of approval (i.e., November 2019—April 2020) that currently quote in penny increments, or overlie securities priced below $200, or any index at an index level below $200. Eligibility for inclusion in the Penny Program will be determined at the close of trading on the monthly Expiration Friday of the second full month following April 1, 2020 (i.e., June 19, 2020). Once in the Penny Program, an option class will remain included until it is no longer among the 425 most actively traded option classes at the time the annual review is conducted (described below), at which point it will be removed from the Penny Program. As described in more detail below, the removed class will be replaced by the next most actively traded multiply listed option class overlying securities priced below $200 per share, or any index at an index level below $200, and not yet in the Penny Program. Advanced notice regarding the option classes included, added, or removed from the Penny Program will be provided to the Exchange’s Members via Trade Desk Notice and published by the Exchange on its website. Annual Review The Penny Program would include an annual review process that applies objective criteria to determine option classes to be added to, or removed from, the Penny Program. Specifically, on an annual basis beginning in December 2020 and occurring ever December thereafter, the Exchange will review and rank all multiply listed option classes based on National Cleared Volume at OCC for the six full calendar months from June 1st through November 30th for determination of the most actively traded option classes. Any option classes not yet in the Penny Program may be added to the Penny Program if 11 See E:\FR\FM\23JNN1.SGM Rule 21.5(a). 23JNN1 37710 Federal Register / Vol. 85, No. 121 / Tuesday, June 23, 2020 / Notices the class is among the 300 most actively traded multiply listed option classes and priced below $200 per share or any index at an index level below $200. Following the annual review, option classes to be added to the Penny Program would begin quoting in penny increments (i.e., $0.01 if trading at less than $3; and $0.05 if trading at $3 and above) on the first trading day of January.12 In addition, following the annual review, any option class in the Penny Program that falls outside of the 425 most actively traded option classes would be removed from the Penny Program. After the annual review, option classes that are removed from the Penny Program will be subject to the minimum trading increments set forth in Rule 21.5, effective on the first trading day of April. jbell on DSKJLSW7X2PROD with NOTICES Changes to the Composition of the Penny Program Outside of the Annual Review Newly Listed Option Classes and Option Classes With Significant Growth in Activity The Penny Program would specify a process and parameters for including option classes in the Program outside the annual review process in two circumstances. These provisions are designed to provide objective criteria to add to the Penny Program new option classes in issues with the most demonstrated trading interest from market participants and investors on an expedited basis prior to the annual review, with the benefit that market participants and investors will then be able to trade these new option classes based upon quotes expressed in finer trading increments. First, the Penny Program provides for certain newly listed option classes to be added to the Penny Program outside of the annual review process, provided that (i) the class is among the 300 most actively traded, multiply listed option classes, as ranked by National Cleared Volume at OCC, in its first full calendar month of trading; and (ii) the underlying security is priced below $200 or the underlying index is at an index level below $200. Such newly listed option classes added to the Penny Program pursuant to this process would remain in the Penny Program for one full calendar year and then would be subject to the annual review process. Second, the Penny Program would allow an option class to be added to the Penny Program outside of the annual 12 See supra note 11. (providing that the minimum quoting increment for all series in the QQQ, SPY, and IWM would continue to be $0.01, regardless of price). VerDate Sep<11>2014 17:17 Jun 22, 2020 Jkt 250001 review process if it is an option class that meets certain specific criteria. Specifically, new option classes may be added to the Penny Program if: (i) The option class is among the 75 most actively traded multiply listed option classes, as ranked by National Cleared Volume at OCC, in the prior six full calendar months of trading and (ii) the underlying security is priced below $200 or the underlying index is at an index level below $200. Any option class added under this provision will be added on the first trading day of the second full month after it qualifies and will remain in the Penny Program for the rest of the calendar year, after which it will be subject to the annual review process. Corporate Actions The Penny Program would also specify a process to address option classes in the Penny Program that undergo a corporate action and is designed to ensure continuous liquidity in the affected option classes. Specifically, if a corporate action involves one or more option classes in the Penny Program, all adjusted and unadjusted series of an option class would continue to be included in the Penny Program.13 Furthermore, neither the trading volume threshold, nor the initial price test would apply to option classes added to the Penny Program as a result of the corporate action. Finally, the newly added adjusted and unadjusted series of the option class would remain in the Penny Program for one full calendar year and then would become subject to the annual review process. Delisted or Ineligible Option Classes Finally, the Penny Program would provide a mechanism to address option classes that have been delisted or those that are no longer eligible for listing. Specifically, any series in an option class participating in the Penny Program in which the underlying has been delisted, or is identified by OCC as ineligible for opening customer transactions, would continue to quote pursuant to the terms of the Penny Program until all options series have expired. Technical Changes The Exchange proposes to replace reference to the Penny Pilot with 13 For example, if Company A acquires Company B and Company A is not in the Penny Program but Company B is in the Penny Program, once the merger is consummated and an options contract adjustment is effective, then Company A would be added to the Penny Program and remain in the Penny Program for one calendar year. PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 reference to the Penny Interval Program in Rule 21.5(a), Interpretation and Policy .02 to Rule 21.5,14 and Interpretation and Policy .07(d) to Rule 19.6. The Exchange believes these technical changes would add clarity, transparency and internal consistency to Exchange rules making them easier to navigate. Implementation The Exchange proposes to implement the Penny Program on July 1, 2020, which is the first trading day of the third month following the Approval Order issued on April 1, 2020—i.e., July 1, 2020. 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.15 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 16 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) 17 requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. In particular, the proposed rule change, which conforms the Exchange rules to the recently adopted OLPP Program, allows the Exchange to provide market participants with a permanent Penny Program for quoting options in penny increments, which maximizes the benefit of quoting in a finer quoting increment to investors while minimizing the burden that a finer quoting increment places on quote traffic. 14 The Exchange also updates this Interpretation and Policy from .02 to .01 in light of the proposed rule change to remove the Penny Pilot Rule in current Interpretation and Policy .01, and updates the reference to Interpretation and Policy .01 (Penny Pilot Rule) to proposed Rule 21.5(d) (Requirements for Penny Interval Program). 15 15 U.S.C. 78f(b). 16 15 U.S.C. 78f(b)(5). 17 Id. E:\FR\FM\23JNN1.SGM 23JNN1 jbell on DSKJLSW7X2PROD with NOTICES Federal Register / Vol. 85, No. 121 / Tuesday, June 23, 2020 / Notices Accordingly, the Exchange believes that the proposal is consistent with the Act because, in conforming the Exchange rules to the OLPP Program, the Penny Program would employ processes, based upon objective criteria, that would rebalance the composition of the Penny Program, thereby helping to ensure that the most actively traded option classes are included in the Penny Program, which helps facilitate the maintenance of a fair and orderly market. believes that adopting rules, which have been adopted by another options exchange 18 and, as the Exchange anticipates, will likewise be adopted by all option exchanges that are participants in the OLPP, would allow for continued competition between Exchange market participants trading similar products as their counterparts on other exchanges, while at the same time allowing the Exchange to continue to compete for order flow with other exchanges. Technical Changes The Exchange notes that the proposed change to Rule 21.5(a), Interpretation and Policy .01 to Rule 21.5, and Interpretation and Policy .07(d) to Rule 19.6 to replace references to the Penny Pilot with references to the Penny Interval Program would provide clarity and transparency to the Exchange rules and would promote just and equitable principles of trade and remove impediments to, and perfect the mechanism of, a free and open market and a national market system. The proposed rule changes would also provide internal consistency within Exchange rules and operate to protect investors and the investing public by making the Exchange rules easier to navigate and comprehend. 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. 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 after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to 19(b)(3)(A) of the Act 19 and Rule 19b–4(f)(6) 20 thereunder. The Exchange has proposed to implement the Penny Program on July 1, 2020 and has asked the Commission to waive the 30-day operative delay for this filing. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it will allow the Exchange to modify its rules to conform to the OLPP Program and implement the Penny Program on July 1, 2020, consistent with the Commission’s approval of the OLPP Amendment. Accordingly, the Commission designates the proposed rule change as operative upon filing with the Commission.21 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 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 proposed Penny Program, which modifies the exchange’s rules to align them with the Commission approved OLPP Program, is not designed to be a competitive filing nor does it impose an undue burden on intermarket competition as the Exchange anticipates that the options exchanges will adopt substantially identical rules. Moreover, the Exchange believes that by conforming Exchange rules to the OLPP Program, the Exchange would promote regulatory clarity and consistency, thereby reducing burdens on the marketplace and facilitating investor protection. To the extent that there is a competitive burden on those option classes that do not qualify for the Penny Program, the Exchange believes that it is appropriate because the proposal should benefit all market participants and investors by maximizing the benefit of a finer quoting increment in those option classes with the most trading interest while minimizing the burden of greater quote traffic in option classes with less trading interest. The Exchange VerDate Sep<11>2014 17:17 Jun 22, 2020 Jkt 250001 18 See supra note 10. U.S.C. 78s(b)(3)(A). 20 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file 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 For purposes only of waiving the operative delay for this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 19 15 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 37711 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 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– CboeBZX–2020–051 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–CboeBZX–2020–051. 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–CboeBZX–2020–051 and E:\FR\FM\23JNN1.SGM 23JNN1 37712 Federal Register / Vol. 85, No. 121 / Tuesday, June 23, 2020 / Notices should be submitted on or before July 14, 2020. the Commission’s Public Reference Room. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.22 J. Matthew DeLesDernier, Assistant Secretary. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. [FR Doc. 2020–13436 Filed 6–22–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–89086; File No. SR–NYSE– 2020–52] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add, for a Temporary Period That Begins on June 17, 2020, Commentary .06 to Rule 7.35A; Commentary .03 to Rule 7.35B; Supplementary Material .20 to Rule 76; and an Amendment to Supplementary Material .30 to Rule 36 To Support the Partial Return of Designated Market Makers to the Trading Floor June 17, 2020. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on June 16, 2020, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. jbell on DSKJLSW7X2PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to add, for a temporary period that begins on June 17, 2020, and ends on the earlier of a full reopening of the Trading Floor facilities to DMMs or after the Exchange closes on June 30, 2020, (1) Commentary .06 to Rule 7.35A; (2) Commentary .03 to Rule 7.35B; (3) Supplementary Material .20 to Rule 76; and (4) an amendment to Supplementary Material .30 to Rule 36. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at 22 17 CFR 200.30–3(a)(12). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 17:17 Jun 22, 2020 Jkt 250001 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to add, for a temporary period that begins on June 17, 2020, and ends on the earlier of a full reopening of the Trading Floor facilities to DMMs or after the Exchange closes on June 30, 2020, (1) Commentary .06 to Rule 7.35A; (2) Commentary .03 to Rule 7.35B; (3) Supplementary Material .20 to Rule 76; and (4) an amendment to Supplementary Material .30 to Rule 36. This temporary rule relief will support the partial return of Designated Market Makers (‘‘DMMs’’) to the Trading Floor. Background On March 18, 2020, the CEO of the Exchange made a determination under Rule 7.1(c)(3) that, beginning March 23, 2020, the Trading Floor facilities located at 11 Wall Street in New York City would close and the Exchange would move, on a temporary basis, to fully electronic trading.4 On May 14, 2020, the CEO of the Exchange made a determination under Rule 7.1(c) to reopen the Trading Floor on a limited basis on May 26, 2020 to a subset of Floor brokers, subject to safety measures designed to prevent the spread of the COVID–19 virus.5 On June 15, 2020, the CEO of the Exchange made a determination under Rule 7.1(c) to begin the second phase of the Trading Floor reopening by allowing DMMs to return 4 See Press Release, dated March 18, 2020, available here: https://ir.theice.com/press/newsdetails/2020/New-York-Stock-Exchange-to-MoveTemporarily-to-Fully-Electronic-Trading/ default.aspx. 5 See Securities Exchange Act Release No. 88933 (May 22, 2020) (SR–NYSE2020–47) (Notice of filing and immediate effectiveness of proposed rule change). PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 to on June 17, 2020, subject to safety measures designed to prevent the spread of COVID–19.6 With this partial reopening of the Trading Floor to DMMs, each DMM unit may choose to return a limited number of staff to the Trading Floor. A DMM unit that chooses to return staff to the Trading Floor would be able to facilitate Core Open, Trading Halt, and Closing Auctions manually in all of the DMM unit’s assigned securities, and the Exchange would no longer automatically run an Exchangefacilitated Auction for the securities assigned to that DMM unit.7 DMM units that choose to return to the Trading Floor would be provided an opportunity to facilitate Auctions in each of their assigned securities electronically, and manually facilitate any Auctions that were not facilitated electronically. To accommodate health-focused considerations and social distancing, DMMs would be precluded from accepting verbal bids and offers from Floor brokers during this phase of the reopening. The temporary relief described in Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C would continue to be available during the second phase of the partial reopening of the Trading Floor to support not only DMM units that have chosen not to return to the Trading Floor, but also to support DMM units that would be returning to the Trading Floor with only a subset of staff. Proposed Rule Change To support DMM units that choose to return to the Trading Floor with reduced staff, the Exchange proposes additional temporary rule relief that would be in effect beginning on June 17, 2020, and ends on the earlier of a full reopening of the Trading Floor facilities to DMMs or after the Exchange closes on June 30, 2020. First, as noted above, if a DMM unit chooses to return to the Trading Floor, that DMM unit would be expected to manually facilitate any Auctions in its assigned securities that it was not able to facilitate electronically, including publishing pre-opening indications pursuant to Rule 7.35A(d).8 However, 6 See Trader Update, dated June 15, 2020, available here: https://www.nyse.com/traderupdate/history#110000272018. 7 Unless and until a DMM unit chooses to return staff to the Trading Floor, the Exchange will continue to automatically facilitate any Auctions assigned to that remote-based DMM unit that were not electronically-facilitated by that DMM unit. The Exchange will publish a daily list on its website of those securities that will be ineligible for manual auctions conducted from the Floor. 8 Rule 7.35A(d) sets forth the requirements relating to pre-opening indications, which a DMM E:\FR\FM\23JNN1.SGM 23JNN1

Agencies

[Federal Register Volume 85, Number 121 (Tuesday, June 23, 2020)]
[Notices]
[Pages 37708-37712]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-13436]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89079; File No. SR-CboeBZX-2020-051]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Rule 21.5 To Conform the Rule to Section 3.1 of the Plan for the 
Purpose of Developing and Implementing Procedures Designed To 
Facilitate the Listing and Trading of Standardized Options and Add New 
Rule 21.5(d)

June 17, 2020.
    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 June 11, 2020, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX 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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX Options'') 
proposes to amend Rule 21.5 to conform the rule to Section 3.1 of the 
Plan for the Purpose of Developing and Implementing Procedures Designed 
to Facilitate the Listing and Trading of Standardized Options (the 
``OLPP'') and add new Rule 21.5(d). 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://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

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

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

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

1. Purpose
    The purpose of this rule change is to amend Rule 21.5 (Minimum 
Increments) to align the rule with the recently approved amendment to 
the OLPP.

Background

    On January 23, 2007, the Commission approved on a limited basis a 
Penny Pilot in option classes in certain issues (``Penny Pilot''). The 
Penny Pilot was designed to determine whether investors would benefit 
from options being quoted in penny increments, and in which classes the 
benefits were most significant. The Penny Pilot was expanded and 
extended numerous times over the last 13 years.\5\ In each instance,

[[Page 37709]]

these approvals relied upon the consideration of data periodically 
provided by the Exchanges that analyzed how quoting options in penny 
increments affects spreads, liquidity, quote traffic, and volume. 
Today, the Penny Pilot includes 363 option classes, which are among the 
most actively traded, multiply listed option classes. The Penny Pilot 
is scheduled to expire by its own terms on June 30, 2020.\6\
---------------------------------------------------------------------------

    \5\ The Exchange notes that the rules of BZX Options, including 
rules applicable to BZX Options' participation in the Penny Pilot, 
were approved on January 26, 2010. See Securities Exchange Act 
Release No. 61419 (January 26, 2010), 75 FR 5157 (February 1, 2010) 
(SR-BATS-2009-031). The rules applicable to BZX Options' 
participation in the Penny Pilot have been expanded and extended 
accordingly numerous times since the Exchange commenced operations. 
See Securities Exchange Act Release Nos. 63385 (November 29, 2010), 
75 FR 75526 (December 3, 2010) (SR-BATS-2010-035); 65965 (December 
15, 2011), 76 FR 79244 (December 21, 2011) (SR-BATS-2011-050); 67306 
(June 28, 2012), 77 FR 40109 (July 6, 2012) (SR-BATS-2012-025); 
68516 (December 21, 2012), 77 FR 77176 (December 31, 2012) (SR-BATS-
2012-048); 69788 (June 18, 2013), 78 FR 37862 (June 24, 2013) (SR-
BATS-2013-030); 71082 (December 16. 2013), 78 FR 77177 (December 20, 
2013) (SR-BATS-2013-064); 72371 (June 12, 2014), 79 FR 34810 (June 
18, 2014) (SR-BATS-2014-023); 73888 (December 19, 2014), 79 FR 78114 
(December 29, 2014) (SR-BATS-2014-070); 75338 (June 30, 2015), 80 FR 
38793 (July 7, 2015) (SR-BATS-2015-50); 79523 (December 9, 2016), 81 
FR 90895 (December 15, 2016) (SR-atsBZX-2016-84); 80927 (June 14, 
2017), 82 FR 28198 (June 20, 2017) (SR-BatsBZX-2017-40); 82389 
(December 22, 2017), 82 FR 61647 (December 28, 2017) (SR-CboeBZX-
2017-016); 83569 (June 29, 2018), 83 FR 31577 (July 6, 2018) (SR-
CboeBZX-2018-049); 84953 (December 26, 2018), 84 FR 845 (January 31, 
2019) (SR-CboeBZX-2018-093); 86078 (June 10, 2019), 84 FR 27824 
(June 14, 2019) (SR-CboeBZX-2019-051); and 87740 (December 13, 
2019), 84 FR 69800 (December 19, 2019) (SR-CboeBZX-2019-106).
    \6\ See Securities Exchange Act Release No. 87740 (December 13, 
2019), 84 FR 69800 (December 19, 2019) (SR-CboeBZX-2019-106).
---------------------------------------------------------------------------

    In light of the imminent expiration of the Penny Pilot on June 30, 
2020, the Exchange, together with other participating exchanges, filed, 
on July 18, 2019 a proposal to amend the OLPP.\7\ On April 1, 2020 the 
Commission approved the amendment to the OLPP to make permanent the 
Pilot Program (the ``OLPP Program'').\8\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 87681 (December 9, 
2019), 84 FR 68960 (December 17, 2019) (``Notice'').
    \8\ See Securities Exchange Act Release No. 88532 (April 1, 
2020), 85 FR 19545 (April 7, 2020) (File No. 4-443) (``Approval 
Order'').
---------------------------------------------------------------------------

    The OLPP Program replaces the Penny Pilot by instituting a 
permanent program that would permit quoting in penny increments for 
certain option classes. Under the terms of the OLPP Program, designated 
option classes would continue to be quoted in $0.01 and $0.05 
increments according to the same parameters for the Penny Pilot. In 
addition, the OLPP Program would: (i) Establish an annual review 
process to add option classes to, or to remove option classes from, the 
OLPP Program; (ii) to allow an option class to be added to the OLPP 
Program if it is a newly listed option class and it meets certain 
criteria; (iii) to allow an option class to be added to the OLPP 
Program if it is an option class that has seen a significant growth in 
activity; (iv) to provide that if a corporate action involves one or 
more option classes in the OLPP Program, all adjusted and unadjusted 
series and classes emerging as a result of the corporate action will be 
included in the OLPP Program; and (v) to provide that any series in an 
option class participating in the OLPP Program that have been delisted, 
or are identified by OCC as ineligible for opening Customer 
transactions, will continue to trade pursuant to the OLPP Program until 
they expire.
    To conform its Rules to the OLPP Program, the Exchange proposes to 
delete Interpretation and Policy .01 to Rule 21.5 (the ``Penny Pilot 
Rule'') and replace it with new Rule 21.5(d) (Requirements for Penny 
Interval Program), which is described below, and to replace references 
to ``Penny Pilot'' in the Exchange rules with ``Penny Interval 
Program.'' The Exchange also proposes to delete the superfluous 
operational language within Rule 21.5 regarding the a change to the 
minimum increment that may be established by the Board and designated 
as a stated policy, practice, or interpretation within the meaning of 
the Act and the process for modifying trading differential by rule 
filing because such meaning and requirement remains the case today, as 
the Exchange may determine to establish a change to the Rules and the 
Exchange must submit proposed rule changes--including for Rule 21.5-- 
to the Commission.\9\
---------------------------------------------------------------------------

    \9\ See Rule 21.5(a), specifically, the current language which 
provides that: ``The Board may establish minimum quoting increments 
for options contracts traded on EDGX Options. Such minimum 
increments established by the Board will be designated as a stated 
policy, practice, or interpretation with respect to the 
administration of this Rule within the meaning of Section 19 of the 
Exchange Act and will be filed with the SEC as a rule change for 
effectiveness upon filing. Until such time as the Board makes a 
change in the increments, the following principles shall apply''. 
The Exchange notes that this proposed change is also consistent with 
the corresponding minimum increment rules of its affiliated options 
exchanges, Cboe Options Exchange, Inc. (``Cboe Options'') and Cboe 
C2 Exchange, Inc. (``C2''). See Cboe Options Rule 5.4 and C2 Rule 
6.4; see also Securities Exchange Act Release Nos. 84470 (October 
23, 2018), 83 FR 54395 (October 29, 2018) (SR-CBOE-2018-066); and 
83214 (May 11, 2018), 83 FR 22796 (May 16, 2018) (SR-C2-2018-005), 
which more recently updated Cboe Options and C2 minimum increments 
rules, respectively, in the same manner as proposed in connection 
with language in the Cboe Options and C2 rules that prior referred 
to Board decisions to modify minimum increments. The decision to 
change the minimum increments relate to Exchange trading and 
operations, and thus are made by Exchange management, rather than 
the Board, which generally is not involved in determinations related 
to day-to-day operations of the Exchange.
---------------------------------------------------------------------------

    Finally, the Exchange notes that this proposal is based on and 
substantially identical to a rule filing recently submitted by NYSE 
Arca, Inc.\10\
---------------------------------------------------------------------------

    \10\ See Securities Exchange Act Release No. 88943 (May 26, 
2020), 85 FR 33255 (June 1, 2020) (SR-NYSEArca-2020-50).
---------------------------------------------------------------------------

Penny Interval Program
    The Exchange proposes to codify the OLPP Program in new paragraph 
(d) to Rule 21.5 (Requirements for Penny Interval Program) (the ``Penny 
Program''), which will replace the Penny Pilot Rule and permanently 
permit the Exchange to quote certain option classes in minimum 
increments of one cents ($0.01) and five cents ($0.05)(``penny 
increments''). The penny increments that currently apply under the 
Penny Pilot will continue to apply for option classes included in the 
Penny Program. Specifically, (i) the minimum quoting increment for all 
series in the QQQ, SPY, and IWM would continue to be $0.01, regardless 
of price; \11\ (ii) all series of an option class included in the Penny 
Program with a price of less than $3.00 would be quoted in $0.01 
increments; and (iii) all series of an option class included in the 
Penny Program with a price of $3.00 or higher would be quoted in $0.05 
increments.
---------------------------------------------------------------------------

    \11\ See Rule 21.5(a).
---------------------------------------------------------------------------

    The Penny Program would initially apply to the 363 most actively 
traded multiply listed option classes, based on National Cleared Volume 
at The Options Clearing Corporation (``OCC'') in the six full calendar 
months ending in the month of approval (i.e., November 2019--April 
2020) that currently quote in penny increments, or overlie securities 
priced below $200, or any index at an index level below $200. 
Eligibility for inclusion in the Penny Program will be determined at 
the close of trading on the monthly Expiration Friday of the second 
full month following April 1, 2020 (i.e., June 19, 2020).
    Once in the Penny Program, an option class will remain included 
until it is no longer among the 425 most actively traded option classes 
at the time the annual review is conducted (described below), at which 
point it will be removed from the Penny Program. As described in more 
detail below, the removed class will be replaced by the next most 
actively traded multiply listed option class overlying securities 
priced below $200 per share, or any index at an index level below $200, 
and not yet in the Penny Program. Advanced notice regarding the option 
classes included, added, or removed from the Penny Program will be 
provided to the Exchange's Members via Trade Desk Notice and published 
by the Exchange on its website.
Annual Review
    The Penny Program would include an annual review process that 
applies objective criteria to determine option classes to be added to, 
or removed from, the Penny Program. Specifically, on an annual basis 
beginning in December 2020 and occurring ever December thereafter, the 
Exchange will review and rank all multiply listed option classes based 
on National Cleared Volume at OCC for the six full calendar months from 
June 1st through November 30th for determination of the most actively 
traded option classes. Any option classes not yet in the Penny Program 
may be added to the Penny Program if

[[Page 37710]]

the class is among the 300 most actively traded multiply listed option 
classes and priced below $200 per share or any index at an index level 
below $200.
    Following the annual review, option classes to be added to the 
Penny Program would begin quoting in penny increments (i.e., $0.01 if 
trading at less than $3; and $0.05 if trading at $3 and above) on the 
first trading day of January.\12\ In addition, following the annual 
review, any option class in the Penny Program that falls outside of the 
425 most actively traded option classes would be removed from the Penny 
Program. After the annual review, option classes that are removed from 
the Penny Program will be subject to the minimum trading increments set 
forth in Rule 21.5, effective on the first trading day of April.
---------------------------------------------------------------------------

    \12\ See supra note 11. (providing that the minimum quoting 
increment for all series in the QQQ, SPY, and IWM would continue to 
be $0.01, regardless of price).
---------------------------------------------------------------------------

Changes to the Composition of the Penny Program Outside of the Annual 
Review
Newly Listed Option Classes and Option Classes With Significant Growth 
in Activity
    The Penny Program would specify a process and parameters for 
including option classes in the Program outside the annual review 
process in two circumstances. These provisions are designed to provide 
objective criteria to add to the Penny Program new option classes in 
issues with the most demonstrated trading interest from market 
participants and investors on an expedited basis prior to the annual 
review, with the benefit that market participants and investors will 
then be able to trade these new option classes based upon quotes 
expressed in finer trading increments.
    First, the Penny Program provides for certain newly listed option 
classes to be added to the Penny Program outside of the annual review 
process, provided that (i) the class is among the 300 most actively 
traded, multiply listed option classes, as ranked by National Cleared 
Volume at OCC, in its first full calendar month of trading; and (ii) 
the underlying security is priced below $200 or the underlying index is 
at an index level below $200. Such newly listed option classes added to 
the Penny Program pursuant to this process would remain in the Penny 
Program for one full calendar year and then would be subject to the 
annual review process.
    Second, the Penny Program would allow an option class to be added 
to the Penny Program outside of the annual review process if it is an 
option class that meets certain specific criteria. Specifically, new 
option classes may be added to the Penny Program if: (i) The option 
class is among the 75 most actively traded multiply listed option 
classes, as ranked by National Cleared Volume at OCC, in the prior six 
full calendar months of trading and (ii) the underlying security is 
priced below $200 or the underlying index is at an index level below 
$200. Any option class added under this provision will be added on the 
first trading day of the second full month after it qualifies and will 
remain in the Penny Program for the rest of the calendar year, after 
which it will be subject to the annual review process.
Corporate Actions
    The Penny Program would also specify a process to address option 
classes in the Penny Program that undergo a corporate action and is 
designed to ensure continuous liquidity in the affected option classes. 
Specifically, if a corporate action involves one or more option classes 
in the Penny Program, all adjusted and unadjusted series of an option 
class would continue to be included in the Penny Program.\13\ 
Furthermore, neither the trading volume threshold, nor the initial 
price test would apply to option classes added to the Penny Program as 
a result of the corporate action. Finally, the newly added adjusted and 
unadjusted series of the option class would remain in the Penny Program 
for one full calendar year and then would become subject to the annual 
review process.
---------------------------------------------------------------------------

    \13\ For example, if Company A acquires Company B and Company A 
is not in the Penny Program but Company B is in the Penny Program, 
once the merger is consummated and an options contract adjustment is 
effective, then Company A would be added to the Penny Program and 
remain in the Penny Program for one calendar year.
---------------------------------------------------------------------------

Delisted or Ineligible Option Classes
    Finally, the Penny Program would provide a mechanism to address 
option classes that have been delisted or those that are no longer 
eligible for listing. Specifically, any series in an option class 
participating in the Penny Program in which the underlying has been 
delisted, or is identified by OCC as ineligible for opening customer 
transactions, would continue to quote pursuant to the terms of the 
Penny Program until all options series have expired.
Technical Changes
    The Exchange proposes to replace reference to the Penny Pilot with 
reference to the Penny Interval Program in Rule 21.5(a), Interpretation 
and Policy .02 to Rule 21.5,\14\ and Interpretation and Policy .07(d) 
to Rule 19.6. The Exchange believes these technical changes would add 
clarity, transparency and internal consistency to Exchange rules making 
them easier to navigate.
---------------------------------------------------------------------------

    \14\ The Exchange also updates this Interpretation and Policy 
from .02 to .01 in light of the proposed rule change to remove the 
Penny Pilot Rule in current Interpretation and Policy .01, and 
updates the reference to Interpretation and Policy .01 (Penny Pilot 
Rule) to proposed Rule 21.5(d) (Requirements for Penny Interval 
Program).
---------------------------------------------------------------------------

Implementation
    The Exchange proposes to implement the Penny Program on July 1, 
2020, which is the first trading day of the third month following the 
Approval Order issued on April 1, 2020--i.e., July 1, 2020.
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.\15\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \16\ 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) \17\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ Id.
---------------------------------------------------------------------------

    In particular, the proposed rule change, which conforms the 
Exchange rules to the recently adopted OLPP Program, allows the 
Exchange to provide market participants with a permanent Penny Program 
for quoting options in penny increments, which maximizes the benefit of 
quoting in a finer quoting increment to investors while minimizing the 
burden that a finer quoting increment places on quote traffic.

[[Page 37711]]

    Accordingly, the Exchange believes that the proposal is consistent 
with the Act because, in conforming the Exchange rules to the OLPP 
Program, the Penny Program would employ processes, based upon objective 
criteria, that would rebalance the composition of the Penny Program, 
thereby helping to ensure that the most actively traded option classes 
are included in the Penny Program, which helps facilitate the 
maintenance of a fair and orderly market.
Technical Changes
    The Exchange notes that the proposed change to Rule 21.5(a), 
Interpretation and Policy .01 to Rule 21.5, and Interpretation and 
Policy .07(d) to Rule 19.6 to replace references to the Penny Pilot 
with references to the Penny Interval Program would provide clarity and 
transparency to the Exchange rules and would promote just and equitable 
principles of trade and remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system. The 
proposed rule changes would also provide internal consistency within 
Exchange rules and operate to protect investors and the investing 
public by making the Exchange rules easier to navigate and comprehend.

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 proposed Penny Program, 
which modifies the exchange's rules to align them with the Commission 
approved OLPP Program, is not designed to be a competitive filing nor 
does it impose an undue burden on intermarket competition as the 
Exchange anticipates that the options exchanges will adopt 
substantially identical rules. Moreover, the Exchange believes that by 
conforming Exchange rules to the OLPP Program, the Exchange would 
promote regulatory clarity and consistency, thereby reducing burdens on 
the marketplace and facilitating investor protection. To the extent 
that there is a competitive burden on those option classes that do not 
qualify for the Penny Program, the Exchange believes that it is 
appropriate because the proposal should benefit all market participants 
and investors by maximizing the benefit of a finer quoting increment in 
those option classes with the most trading interest while minimizing 
the burden of greater quote traffic in option classes with less trading 
interest. The Exchange believes that adopting rules, which have been 
adopted by another options exchange \18\ and, as the Exchange 
anticipates, will likewise be adopted by all option exchanges that are 
participants in the OLPP, would allow for continued competition between 
Exchange market participants trading similar products as their 
counterparts on other exchanges, while at the same time allowing the 
Exchange to continue to compete for order flow with other exchanges.
---------------------------------------------------------------------------

    \18\ See supra note 10.
---------------------------------------------------------------------------

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.
    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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to 19(b)(3)(A) of the Act \19\ and Rule 19b-4(f)(6) \20\ 
thereunder. The Exchange has proposed to implement the Penny Program on 
July 1, 2020 and has asked the Commission to waive the 30-day operative 
delay for this filing. The Commission believes that waiving the 30-day 
operative delay is consistent with the protection of investors and the 
public interest because it will allow the Exchange to modify its rules 
to conform to the OLPP Program and implement the Penny Program on July 
1, 2020, consistent with the Commission's approval of the OLPP 
Amendment. Accordingly, the Commission designates the proposed rule 
change as operative upon filing with the Commission.\21\
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78s(b)(3)(A).
    \20\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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\ For purposes only of waiving the operative delay for this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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 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-CboeBZX-2020-051 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-CboeBZX-2020-051. 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-CboeBZX-2020-051 and

[[Page 37712]]

should be submitted on or before July 14, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13436 Filed 6-22-20; 8:45 am]
BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.