Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the NYSE Arca Options Fee Schedule, 42455-42459 [2020-15111]

Download as PDF Federal Register / Vol. 85, No. 135 / Tuesday, July 14, 2020 / Notices 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–2020–063 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–2020–063. 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–2020–063 and should be submitted on or before August 4, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–15109 Filed 7–13–20; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–89255; File No. SR– NYSEArca–2020–64] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the NYSE Arca Options Fee Schedule July 8, 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 July 1, 2020, NYSE Arca, Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to modify the NYSE Arca Options Fee Schedule (‘‘Fee Schedule’’) to amend a threshold to qualify for an existing discount for removing liquidity and to add an alternative basis to qualify for such discount. The Exchange proposes to implement the fee change effective July 1, 2020. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the 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. BILLING CODE 8011–01–P 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 19 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:58 Jul 13, 2020 Jkt 250001 PO 00000 Frm 00110 Fmt 4703 Sfmt 4703 42455 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this filing is to amend the Fee Schedule to modify a threshold to qualify for an existing discount for removing liquidity and to add an alternative basis for OTP Holders and OTP Firms (collectively, ‘‘OTP Holders’’) to qualify for such discount. The Exchange is not modifying the amount of the discount. Specifically, the Exchange proposes to modify the qualification thresholds required to receive the ‘‘Take Fee Discount Qualification for Non-Penny Issues’’ to expand and increase the current qualification basis and to add an alternative qualification basis. The Exchange proposes to implement the fee changes on July 1, 2020. Background The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system ‘‘has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.’’ 4 There are currently 16 registered options exchanges competing for order flow. Based on publicly-available information, and excluding index-based options, no single exchange has more than 16% of the market share of executed volume of multiply-listed equity and ETF options trades.5 Therefore, currently no exchange possesses significant pricing power in the execution of multiply-listed equity & ETF options order flow. More specifically, in January 2020, the Exchange had less than 10% market share of executed volume of multiplylisted equity & ETF options trades.6 The Exchange believes that the evershifting market share among the exchanges from month to month 4 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7–10–04) (‘‘Reg NMS Adopting Release’’). 5 The OCC publishes options and futures volume in a variety of formats, including daily and monthly volume by exchange, available here: https:// www.theocc.com/market-data/volume/default.jsp. 6 Based on OCC data, see id., in 2019, the Exchange’s market share in equity-based options was 9.57% for the month of January 2019 and 9.59% for the month of January 2020. E:\FR\FM\14JYN1.SGM 14JYN1 42456 Federal Register / Vol. 85, No. 135 / Tuesday, July 14, 2020 / Notices demonstrates that market participants can shift order flow or discontinue or reduce use of certain categories of products. To respond to this competitive marketplace, the Exchange has established incentives, including discounts, designed to encourage OTP Holders to direct additional order flow to the Exchange to achieve more favorable pricing and higher credits. The Exchange incentives also encourage order flow from all account types, which allows OTP Holders to aggregate their options volume with affiliated or appointed Market Makers (collectively referred to as affiliates herein), making NYSE Arca a more attractive trading venue.7 The Exchange proposes to modify an incentive program designed to attract order flow to the Exchange. Proposed Rule Change If an OTP Holder executes a transaction that removes or ‘‘takes’’ liquidity on the Exchange, the OTP Holder is charged a Take Fee and such liquidity may be referred to as ‘‘Liquidity Removing’’ or liquidity taking.8 To offset such costs and to encourage market participants to direct order flow to the Exchange, the Exchange offers, among other incentives, a ‘‘Take Fee Discount Qualification for Non-Penny Issues’’ (the ‘‘Take Fee Discount’’). The Exchange is not modifying the amount of the Take Fee Discount. Currently, an OTP Holder may earn the ($0.02) per contract Take Fee Discount on executions in non-Penny issues if the OTP Holder executes at least 0.65% of Total Industry Customer equity and ETF option average daily volume (‘‘TCADV’’) 9 from Professional Customer and Non-Customer Liquidity Removing interest in all issues (the ‘‘existing Take Fee threshold’’).10 The 7 See Fee Schedule, Endnote 15 (providing that an ‘‘Appointed MM’’ is an NYSE Arca Market Maker designated as such by an Order Flow Provider (‘‘OFP’’) (as defined in NYSE Arca Rule 6.1A– O(a)(21)) and ‘‘Appointed OFP’’ is an OFP been designated as such by an NYSE Arca Market Maker). 8 See Fee Schedule, NYSE Arca OPTIONS: TRADE–RELATED CHARGES FOR STANDARD OPTIONS, TRANSACTION FEE FOR ELECTRONIC EXECUTIONS—PER CONTRACT (setting forth a per contract take fee of $1.10 for such Non-Penny executions in Professional Customer, Firm, Broker Dealer, and Market Maker range as compared to a per contract take fee of $0.85 for such Non-Penny executions in the Customer range). 9 See Fee Schedule, Endnote 8 (providing that TCADV ‘‘includes OCC calculated Customer volume of all types, including Complex Order Transactions and QCC transactions, in equity and ETF options’’). 10 See Fee Schedule, Take Fee Discount. For fee/ credit purposes, ‘‘Professional Customer’’ executions are treated as ‘‘Customer’’ executions VerDate Sep<11>2014 17:58 Jul 13, 2020 Jkt 250001 Exchange proposes to modify the existing Take Fee threshold such that, to qualify for the Take Fee Discount, an OTP Holder would also have to execute ‘‘at least 0.15% of TCADV from posted interest in all issues and all account types.’’ 11 In addition to maintaining the same level of Liquidity Removing volume, the Exchange believes this change would incent OTP Holders to increase the variety of account types and volume of posted interest executed on the Exchange, which activity may result in tighter spreads making the Exchange a more attractive trading venue to the benefit of all participants. The Exchange also proposes to offer a new, alternative basis, to qualify for the Take Fee Discount. Specifically, as proposed, an OTP Holder may earn the ($0.02) per contract Take Fee Discount on executions in non-Penny issues if the OTP Holder executes ‘‘[a]t least 1.50% of TCADV from Professional Customer and Non-Customer Liquidity Removing interest in all issues.’’ 12 This new alternative basis essentially increases the minimum volume required under the existing Take Fee threshold from 0.65% to 1.50%, which should encourage OTP Holders to direct more volume to the Exchange. The Exchange believes the alternative basis would incent OTP Holders to increase trading activity in all issues and a variety of account types on the Exchange, which increased liquidity benefits all market participants because of increased trading opportunities and price discovery. As is the case with other incentives, OTP Holders may aggregate their volume with affiliated OTP Holders to achieve the Take Fee Discount, as modified herein.13 As such, the Exchange believes the proposed modification to the existing Take Fee threshold and additional qualification basis for the Take Fee Discount would provide additional incentives for OTP Holders (and their affiliates) to execute large volumes of orders on the Exchange to qualify for the Discount on unless such executions are specifically delineated and ‘‘Non-Customers’’ executions include those of Firms, Broker Dealers, and Market Makers. See Fee Schedule, NYSE Arca OPTIONS: TRADE– RELATED CHARGES FOR STANDARD OPTIONS (preamble). 11 See proposed Fee Schedule, Take Fee Discount (requiring ‘‘[a[t least 0.65% of TCADV from Professional Customer and Non-Customer Liquidity Removing interest in all issues, plus at least 0.15% of TCADV from posted interest in all issues and all account types’’). 12 See id. 13 See Fee Schedule, Endnotes 8 (providing that the alternative volume threshold, like the existing Take Fee Discount threshold, will include the activity of affiliates) and 15 (defining affiliates referenced in Endnote 8). PO 00000 Frm 00111 Fmt 4703 Sfmt 4703 executions in non-Penny issues. The Exchange’s fees are constrained by intermarket competition, as OTP Holders (and their affiliates) may direct their order flow to any of the 16 options exchanges, including those with similar pricing incentives. The Exchange cannot predict with certainty whether any OTP Holder would benefit from the proposed change to the existing Take Fee threshold or the additional qualification basis. At present, whether or when an OTP Holder qualifies for the discount in a given month is dependent on market activity and the OTP Holder’s mix of order flow. Thus, the Exchange cannot predict with any certainty the number of OTP Holders that may qualify for the discount based on the proposed modifications. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,14 in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,15 in particular, because it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. The Proposed Rule Change Is Reasonable The Exchange operates in a highly competitive market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system ‘‘has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.’’ 16 There are currently 16 registered options exchanges competing for order flow. Based on publicly-available information, and excluding index-based options, no single exchange has more than 16% of the market share of executed volume of multiply-listed equity and ETF options trades.17 14 15 U.S.C. 78f(b). U.S.C. 78f(b)(4) and (5). 16 See Reg NMS Adopting Release, supra note 4, at 37499. 17 The OCC publishes options and futures volume in a variety of formats, including daily and monthly volume by exchange, available here: https:// www.theocc.com/market-data/volume/default.jsp. 15 15 E:\FR\FM\14JYN1.SGM 14JYN1 Federal Register / Vol. 85, No. 135 / Tuesday, July 14, 2020 / Notices Therefore, currently no exchange possesses significant pricing power in the execution of multiply-listed equity & ETF options order flow. More specifically, in January 2020, the Exchange had less than 10% market share of executed volume of multiplylisted equity & ETF options trades.18 The Exchange believes that the evershifting market share among the exchanges from month to month demonstrates that market participants can shift order flow, or discontinue or reduce use of certain categories of products, in response to fee changes. Accordingly, competitive forces constrain options exchange transaction fees. Stated otherwise, changes to exchange transaction fees can have a direct effect on the ability of an exchange to compete for order flow. Regarding the change to the existing Take Fee threshold, the Exchange believes this change would incent OTP Holders to increase the variety of account types and volume of posted interest executed on the Exchange (while maintaining the same level of Liquidity Removing volume), which activity may result in tighter spreads and more trading making the Exchange a more attractive trading venue to the benefit of all participants. The Exchange believes the proposed alternative basis would incent OTP Holders to increase trading activity in all issues and a variety of account types on the Exchange, which increased liquidity benefits all market participants because of increased trading opportunities and price discovery. The Exchange believes the proposed modification to the existing Take Fee threshold and additional qualification basis for the Take Fee Discount would provide additional incentives for OTP Holders (and their affiliates) to execute large volumes of orders on the Exchange to qualify for the Discount on executions in non-Penny issues. To the extent that OTP Holder activity in all issues is increased by the proposal, market participants will increasingly compete for the opportunity to trade on the Exchange, and thus would promote just and equitable principles of trade, remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. To the extent that the proposed rule change attracts more interest in all issues, this increased order flow would 18 Based on OCC data, see id., in 2019, the Exchange’s market share in equity-based options was 9.57% for the month of January 2019 and 9.59% for the month of January 2020. VerDate Sep<11>2014 17:58 Jul 13, 2020 Jkt 250001 continue to make the Exchange a more competitive venue for order execution, which, in turn, promotes just and equitable principles of trade and removes impediments to and perfects the mechanism of a free and open market and a national market system. In the backdrop of the competitive environment in which the Exchange operates, the proposed rule change is a reasonable attempt by the Exchange to increase the depth of its market and improve its market share relative to its competitors. The Exchange cannot predict with certainty whether any OTP Holder would benefit from the proposed change to existing the Take Fee threshold or the additional qualification basis. At present, whether or when an OTP Holder qualifies for the discount in a given month is dependent on market activity and the OTP Holder’s mix of order flow. Thus, the Exchange cannot predict with any certainty the number of OTP Holders that may qualify for the discount based on the proposed modifications. The Proposed Rule Change Is an Equitable Allocation of Credits and Fees The Exchange believes the proposed rule change is an equitable allocation of its fees and credits. The proposal is based on the amount and type of business transacted on the Exchange and OTP Holders (and their affiliates) can opt to avail themselves of the incentives or not. The Take Fee Discount, as modified, continues to apply to all participants other than Customers, who pay a much lower take fee.19 To the extent that the proposed change continues to attract more trading activity, the increased order flow would continue to make the Exchange a more competitive venue for order execution. Thus, the Exchange believes the proposed rule change would improve market quality for all market participants on the Exchange and, as a consequence, attract more order flow to the Exchange thereby improving marketwide quality and price discovery. The Proposed Rule Change Is not Unfairly Discriminatory The Exchange believes it is not unfairly discriminatory to introduce the alternative methods of qualifying for a discount because the proposed modifications would be available to all similarly situated market participants on an equal and non-discriminatory basis. The Take Fee Discount, as modified, continues to apply to all participants other than Customers, who pay a much lower take fee.20 In addition, the proposal is based on the amount and type of business transacted on the Exchange and OTP Holders are not obligated to try to achieve either of the qualifications for the discount. The Exchange believes the proposed incentive is reasonable, equitable and not unfairly discriminatory because encouraging OTP Holders to direct more volume to the Exchange would also contribute to the Exchange’s depth of book as well as to the top of book liquidity. To the extent that the proposed change attracts more OTP Holder trading activity, this increased order flow would continue to make the Exchange a more competitive venue for order execution, which, in turn, promotes just and equitable principles of trade and removes impediments to and perfects the mechanism of a free and open market and a national market system. Finally, the Exchange believes that it is subject to significant competitive forces, as described below in the Exchange’s statement regarding the burden on competition. B. Self-Regulatory Organization’s Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act, the Exchange does not believe that the proposed rule change would impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Instead, as discussed above, the Exchange believes that the proposed changes would encourage the submission of additional liquidity to a public exchange, thereby promoting market depth, price discovery and transparency and enhancing order execution opportunities for all market participants. As a result, the Exchange believes that the proposed change furthers the Commission’s goal in adopting Regulation NMS of fostering integrated competition among orders, which promotes ‘‘more efficient pricing of individual stocks for all types of orders, large and small.’’ 21 Intramarket Competition. The proposal is designed to attract additional order flow to the Exchange by offering a discount based on increased volumes on the Exchange (from a variety of issues and account types), which would enhance the quality of quoting and may increase the 20 See supra note 8 (setting forth take fee charged to Non-Customer versus Customer). PO 00000 19 See Frm 00112 Fmt 4703 Sfmt 4703 42457 id. Reg NMS Adopting Release, supra note 4, at 37499. 21 See E:\FR\FM\14JYN1.SGM 14JYN1 42458 Federal Register / Vol. 85, No. 135 / Tuesday, July 14, 2020 / Notices volumes of contracts traded on the Exchange. In particular, the change to the existing Take Fee threshold is designed to incent OTP Holders to increase the variety of account types and volume of posted interest executed on the Exchange (while maintaining the same level of Liquidity Removing volume), which activity may result in tighter spreads and more trading making the Exchange a more attractive trading venue to the benefit of all participants. The proposed alternative basis to qualify for the Discount is designed to incent OTP Holders to increase trading activity in all issues and a variety of account types on the Exchange, which increased liquidity benefits all market participants because of increased trading opportunities and price discovery. Furthermore, the Exchange believes that incenting additional activity by OTP Holders (and their affiliates) benefits all participants as it contributes to the Exchange’s depth of book as well as to the top of book liquidity. To the extent that the proposal attracts more liquidity, this increased order flow would continue to make the Exchange a more competitive venue for order execution and all of the Exchange’s market participants should benefit from the improved market quality. Enhanced market quality and increased transaction volume that results from the anticipated increase in order flow directed to the Exchange would benefit all market participants and improve competition on the Exchange. The proposal would be available to all similarly-situated market participants, and, as such, the proposed change would not impose a disparate burden on competition among market participants on the Exchange. The Exchange also believes the proposed incentive is not unfairly discriminatory to Customers, because such market participants are not subject to the same fee structure that applies to Professional Customers and Non-Customers. Intermarket Competition. The Exchange operates in a highly competitive market in which market participants can readily favor one of the 16 competing option exchanges if they deem fee levels at a particular venue to be excessive. In such an environment, the Exchange must continually adjust its fees to remain competitive with other exchanges and to attract order flow to the Exchange. Based on publiclyavailable information, and excluding index-based options, no single exchange has more than 16% of the market share of executed volume of multiply-listed VerDate Sep<11>2014 17:58 Jul 13, 2020 Jkt 250001 equity and ETF options trades.22 Therefore, currently no exchange possesses significant pricing power in the execution of multiply-listed equity & ETF options order flow. More specifically, in January 2020, the Exchange had less than 10% market share of executed volume of multiplylisted equity & ETF options trades.23 The Exchange believes that the proposed rule change reflects this competitive environment because it modifies the Exchange’s fees in a manner designed to encourage OTP Holders (and their affiliates) to direct trading interest to the Exchange. In particular, the change to the existing Take Fee threshold is designed to incent OTP Holders to increase the variety of account types and volume of posted interest executed on the Exchange (while maintaining the same level of Liquidity Removing volume), which activity may result in tighter spreads and more trading making the Exchange a more attractive trading venue to the benefit of all participants. The proposed alternative basis to qualify for the Discount is designed to incent OTP Holders to increase trading activity in all issues and a variety of account types on the Exchange, which increased liquidity benefits all market participants because of increased trading opportunities and price discovery. To the extent that the proposal increases trading on the Exchange, all the Exchange’s market participants should benefit from the improved market quality and increased opportunities for price improvement. Finally, the Exchange believes that the proposal could promote competition between the Exchange and other execution venues, including those that currently offer similar incentives. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 22 The OCC publishes options and futures volume in a variety of formats, including daily and monthly volume by exchange, available here: https:// www.theocc.com/market-data/volume/default.jsp. 23 Based on OCC data, see id., in 2019, the Exchange’s market share in equity-based options was 9.57% for the month of January 2019 and 9.59% for the month of January 2020. PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 19(b)(3)(A) 24 of the Act and subparagraph (f)(2) of Rule 19b–4 25 thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. At any time within 60 days of the filing of such 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 under Section 19(b)(2)(B) 26 of the Act 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– NYSEArca–2020–64 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–NYSEArca–2020–64. 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 24 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(2). 26 15 U.S.C. 78s(b)(2)(B). 25 17 E:\FR\FM\14JYN1.SGM 14JYN1 Federal Register / Vol. 85, No. 135 / Tuesday, July 14, 2020 / Notices 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–NYSEArca–2020–64 and should be submitted on or before August 4, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.27 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–15111 Filed 7–13–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–89256; File No. SR–Phlx– 2020–33] Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Phlx’s Pricing Schedule To Waive Certain Fees July 8, 2020. 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 June 25, 2020, Nasdaq PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘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 The Exchange proposes to amend Phlx’s Pricing Schedule at Options 7, Section 8, ‘‘Membership Fees’’ and Options 7, Section 9, ‘‘Other Member Fees.’’ Phlx also proposes other technical amendments to various sections of Options 7. 27 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 17:58 Jul 13, 2020 Jkt 250001 While the changes proposed herein are effective upon filing, the Exchange has designated the amendments become operative on July 1, 2020. The text of the proposed rule change is available on the Exchange’s website at https://listingcenter.nasdaq.com/ rulebook/phlx/rules, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Phlx proposes to amend its pricing within Options 7, Section 8, ‘‘Membership Fees’’ and Options 7, Section 9, ‘‘Other Member Fees.’’ Phlx also proposes to update the name of the ‘‘Penny Pilot Program’’ within Options 7. Each change will be described below. Options 7, Section 8 Phlx proposes to amend Options 7, Section 8, ‘‘Membership Fees,’’ at Part A, ‘‘Permit and Registration Fees,’’ to waive the Floor Lead Market Maker and Floor Market Maker 3 Permit Fee of $6,000, for the months of July and August 2020, for those members and member organizations who paid the Floor Lead Market Maker and Floor Market Maker Permit Fee in March 2020 and were not otherwise registered as a Streaming Quote Trader 4 or Remote Streaming Quote Trader 5 in March 2020. ‘‘Floor Market Maker’’ is a Market Maker who is neither an SQT or an RSQT. 4 A ‘‘Streaming Quote Trader’’ or ‘‘SQT’’ means a Market Maker who has received permission from the Exchange to generate and submit option quotations electronically in options to which such SQT is assigned. An SQT may only submit such quotations while such SQT is physically present on the trading floor of the Exchange. An SQT may only submit quotes in classes of options in which the SQT is assigned. See Options 1, Section 1(b)(54). 5 A ‘‘Remote Streaming Quote Trader’’ or ‘‘RSQT’’ means a Market Maker that is a member affiliated with an Remote Streaming Quote Trader PO 00000 3A Frm 00114 Fmt 4703 Sfmt 4703 42459 Open outcry on the Exchange’s Trading Floor was closed on March 17, 2020 6 and did not re-open until June 3, 2020.7 At the time that open outcry trading became unavailable in March 2020, Floor Lead Market Makers and Floor Market Makers were unable to transact business on the Phlx Trading Floor. The Exchange assessed these members and member organizations the monthly Floor Lead Market Maker and Floor Market Maker Fee of $6,000 during the time period when open outcry trading was unavailable. The Exchange seeks to waive the Floor Lead Market Maker and Floor Market Maker Permit Fee, for the months of July and August 2020, for those members and member organizations that paid the Floor Lead Market Maker and Floor Market Maker Permit Fee in March 2020, and were not otherwise registered as a Streaming Quote Trader or as a Remote Streaming Quote Trader in March 2020. This waiver of the Floor Lead Market Maker and Floor Market Maker Permit Fee, for the months of July and August 2020, is intended to relieve Floor Lead Market Makers and Floor Market Makers, who do not otherwise stream quotes, of these fees for two months to ensure that these market makers continue to provide liquidity to the Trading Floor. The Exchange proposes to remove obsolete rule text, which was relevant in June 2020, regarding fee waivers for the Floor Broker Permit Fee, the Clerk Fee and the Streaming Quote Trader (‘‘SQT’’) Fees, which are no longer available. The Exchange also proposes to remove obsolete rule text related to an electronic Permit Fee credit that was offered in June 2020 and is no longer available. Options 7, Section 9 The Exchange proposes to remove obsolete rule text, which was relevant in June 2020, regarding a fee waiver for the Floor Facility Fee, which is no longer available. Organization with no physical trading floor presence who has received permission from the Exchange to generate and submit option quotations electronically in options to which such RSQT has been assigned. A qualified RSQT may function as a Remote Lead Market Maker upon Exchange approval. An RSQT is also known as a Remote Market Maker (‘‘RMM’’) pursuant to Options 2, Section 11. A Remote Streaming Quote Organization (‘‘RSQTO’’) or Remote Market Maker Organization (‘‘RMO’’) are Exchange member organizations that have qualified pursuant to Options 2, Section 1. See Options 1, Section 1(b)(49). 6 See Options Trader Alert #2020–07. 7 See Options Trader Alert #2020–08. E:\FR\FM\14JYN1.SGM 14JYN1

Agencies

[Federal Register Volume 85, Number 135 (Tuesday, July 14, 2020)]
[Notices]
[Pages 42455-42459]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-15111]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89255; File No. SR-NYSEArca-2020-64]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Modify the NYSE 
Arca Options Fee Schedule

July 8, 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 July 1, 2020, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify the NYSE Arca Options Fee Schedule 
(``Fee Schedule'') to amend a threshold to qualify for an existing 
discount for removing liquidity and to add an alternative basis to 
qualify for such discount. The Exchange proposes to implement the fee 
change effective July 1, 2020. The proposed rule change is available on 
the Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the 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.

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

1. Purpose
    The purpose of this filing is to amend the Fee Schedule to modify a 
threshold to qualify for an existing discount for removing liquidity 
and to add an alternative basis for OTP Holders and OTP Firms 
(collectively, ``OTP Holders'') to qualify for such discount. The 
Exchange is not modifying the amount of the discount.
    Specifically, the Exchange proposes to modify the qualification 
thresholds required to receive the ``Take Fee Discount Qualification 
for Non-Penny Issues'' to expand and increase the current qualification 
basis and to add an alternative qualification basis.
    The Exchange proposes to implement the fee changes on July 1, 2020.
Background
    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. In Regulation NMS, 
the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \4\
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    \4\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (``Reg NMS 
Adopting Release'').
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    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\5\ Therefore, currently no exchange possesses significant 
pricing power in the execution of multiply-listed equity & ETF options 
order flow. More specifically, in January 2020, the Exchange had less 
than 10% market share of executed volume of multiply-listed equity & 
ETF options trades.\6\
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    \5\ The OCC publishes options and futures volume in a variety of 
formats, including daily and monthly volume by exchange, available 
here: https://www.theocc.com/market-data/volume/default.jsp.
    \6\ Based on OCC data, see id., in 2019, the Exchange's market 
share in equity-based options was 9.57% for the month of January 
2019 and 9.59% for the month of January 2020.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month

[[Page 42456]]

demonstrates that market participants can shift order flow or 
discontinue or reduce use of certain categories of products. To respond 
to this competitive marketplace, the Exchange has established 
incentives, including discounts, designed to encourage OTP Holders to 
direct additional order flow to the Exchange to achieve more favorable 
pricing and higher credits. The Exchange incentives also encourage 
order flow from all account types, which allows OTP Holders to 
aggregate their options volume with affiliated or appointed Market 
Makers (collectively referred to as affiliates herein), making NYSE 
Arca a more attractive trading venue.\7\
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    \7\ See Fee Schedule, Endnote 15 (providing that an ``Appointed 
MM'' is an NYSE Arca Market Maker designated as such by an Order 
Flow Provider (``OFP'') (as defined in NYSE Arca Rule 6.1A-O(a)(21)) 
and ``Appointed OFP'' is an OFP been designated as such by an NYSE 
Arca Market Maker).
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    The Exchange proposes to modify an incentive program designed to 
attract order flow to the Exchange.
Proposed Rule Change
    If an OTP Holder executes a transaction that removes or ``takes'' 
liquidity on the Exchange, the OTP Holder is charged a Take Fee and 
such liquidity may be referred to as ``Liquidity Removing'' or 
liquidity taking.\8\ To offset such costs and to encourage market 
participants to direct order flow to the Exchange, the Exchange offers, 
among other incentives, a ``Take Fee Discount Qualification for Non-
Penny Issues'' (the ``Take Fee Discount''). The Exchange is not 
modifying the amount of the Take Fee Discount.
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    \8\ See Fee Schedule, NYSE Arca OPTIONS: TRADE-RELATED CHARGES 
FOR STANDARD OPTIONS, TRANSACTION FEE FOR ELECTRONIC EXECUTIONS--PER 
CONTRACT (setting forth a per contract take fee of $1.10 for such 
Non-Penny executions in Professional Customer, Firm, Broker Dealer, 
and Market Maker range as compared to a per contract take fee of 
$0.85 for such Non-Penny executions in the Customer range).
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    Currently, an OTP Holder may earn the ($0.02) per contract Take Fee 
Discount on executions in non-Penny issues if the OTP Holder executes 
at least 0.65% of Total Industry Customer equity and ETF option average 
daily volume (``TCADV'') \9\ from Professional Customer and Non-
Customer Liquidity Removing interest in all issues (the ``existing Take 
Fee threshold'').\10\ The Exchange proposes to modify the existing Take 
Fee threshold such that, to qualify for the Take Fee Discount, an OTP 
Holder would also have to execute ``at least 0.15% of TCADV from posted 
interest in all issues and all account types.'' \11\ In addition to 
maintaining the same level of Liquidity Removing volume, the Exchange 
believes this change would incent OTP Holders to increase the variety 
of account types and volume of posted interest executed on the 
Exchange, which activity may result in tighter spreads making the 
Exchange a more attractive trading venue to the benefit of all 
participants.
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    \9\ See Fee Schedule, Endnote 8 (providing that TCADV ``includes 
OCC calculated Customer volume of all types, including Complex Order 
Transactions and QCC transactions, in equity and ETF options'').
    \10\ See Fee Schedule, Take Fee Discount. For fee/credit 
purposes, ``Professional Customer'' executions are treated as 
``Customer'' executions unless such executions are specifically 
delineated and ``Non-Customers'' executions include those of Firms, 
Broker Dealers, and Market Makers. See Fee Schedule, NYSE Arca 
OPTIONS: TRADE-RELATED CHARGES FOR STANDARD OPTIONS (preamble).
    \11\ See proposed Fee Schedule, Take Fee Discount (requiring 
``[a[t least 0.65% of TCADV from Professional Customer and Non-
Customer Liquidity Removing interest in all issues, plus at least 
0.15% of TCADV from posted interest in all issues and all account 
types'').
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    The Exchange also proposes to offer a new, alternative basis, to 
qualify for the Take Fee Discount. Specifically, as proposed, an OTP 
Holder may earn the ($0.02) per contract Take Fee Discount on 
executions in non-Penny issues if the OTP Holder executes ``[a]t least 
1.50% of TCADV from Professional Customer and Non-Customer Liquidity 
Removing interest in all issues.'' \12\ This new alternative basis 
essentially increases the minimum volume required under the existing 
Take Fee threshold from 0.65% to 1.50%, which should encourage OTP 
Holders to direct more volume to the Exchange. The Exchange believes 
the alternative basis would incent OTP Holders to increase trading 
activity in all issues and a variety of account types on the Exchange, 
which increased liquidity benefits all market participants because of 
increased trading opportunities and price discovery.
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    \12\ See id.
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    As is the case with other incentives, OTP Holders may aggregate 
their volume with affiliated OTP Holders to achieve the Take Fee 
Discount, as modified herein.\13\ As such, the Exchange believes the 
proposed modification to the existing Take Fee threshold and additional 
qualification basis for the Take Fee Discount would provide additional 
incentives for OTP Holders (and their affiliates) to execute large 
volumes of orders on the Exchange to qualify for the Discount on 
executions in non-Penny issues. The Exchange's fees are constrained by 
intermarket competition, as OTP Holders (and their affiliates) may 
direct their order flow to any of the 16 options exchanges, including 
those with similar pricing incentives.
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    \13\ See Fee Schedule, Endnotes 8 (providing that the 
alternative volume threshold, like the existing Take Fee Discount 
threshold, will include the activity of affiliates) and 15 (defining 
affiliates referenced in Endnote 8).
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    The Exchange cannot predict with certainty whether any OTP Holder 
would benefit from the proposed change to the existing Take Fee 
threshold or the additional qualification basis. At present, whether or 
when an OTP Holder qualifies for the discount in a given month is 
dependent on market activity and the OTP Holder's mix of order flow. 
Thus, the Exchange cannot predict with any certainty the number of OTP 
Holders that may qualify for the discount based on the proposed 
modifications.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\14\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\15\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Rule Change Is Reasonable
    The Exchange operates in a highly competitive market. The 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets. In Regulation NMS, the Commission 
highlighted the importance of market forces in determining prices and 
SRO revenues and, also, recognized that current regulation of the 
market system ``has been remarkably successful in promoting market 
competition in its broader forms that are most important to investors 
and listed companies.'' \16\
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    \16\ See Reg NMS Adopting Release, supra note 4, at 37499.
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    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\17\

[[Page 42457]]

Therefore, currently no exchange possesses significant pricing power in 
the execution of multiply-listed equity & ETF options order flow. More 
specifically, in January 2020, the Exchange had less than 10% market 
share of executed volume of multiply-listed equity & ETF options 
trades.\18\
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    \17\ The OCC publishes options and futures volume in a variety 
of formats, including daily and monthly volume by exchange, 
available here: https://www.theocc.com/market-data/volume/default.jsp.
    \18\ Based on OCC data, see id., in 2019, the Exchange's market 
share in equity-based options was 9.57% for the month of January 
2019 and 9.59% for the month of January 2020.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow, or discontinue or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees. Stated otherwise, changes 
to exchange transaction fees can have a direct effect on the ability of 
an exchange to compete for order flow.
    Regarding the change to the existing Take Fee threshold, the 
Exchange believes this change would incent OTP Holders to increase the 
variety of account types and volume of posted interest executed on the 
Exchange (while maintaining the same level of Liquidity Removing 
volume), which activity may result in tighter spreads and more trading 
making the Exchange a more attractive trading venue to the benefit of 
all participants.
    The Exchange believes the proposed alternative basis would incent 
OTP Holders to increase trading activity in all issues and a variety of 
account types on the Exchange, which increased liquidity benefits all 
market participants because of increased trading opportunities and 
price discovery.
    The Exchange believes the proposed modification to the existing 
Take Fee threshold and additional qualification basis for the Take Fee 
Discount would provide additional incentives for OTP Holders (and their 
affiliates) to execute large volumes of orders on the Exchange to 
qualify for the Discount on executions in non-Penny issues. To the 
extent that OTP Holder activity in all issues is increased by the 
proposal, market participants will increasingly compete for the 
opportunity to trade on the Exchange, and thus would promote just and 
equitable principles of trade, remove impediments to and perfect the 
mechanism of a free and open market and a national market system and, 
in general, to protect investors and the public interest.
    To the extent that the proposed rule change attracts more interest 
in all issues, this increased order flow would continue to make the 
Exchange a more competitive venue for order execution, which, in turn, 
promotes just and equitable principles of trade and removes impediments 
to and perfects the mechanism of a free and open market and a national 
market system. In the backdrop of the competitive environment in which 
the Exchange operates, the proposed rule change is a reasonable attempt 
by the Exchange to increase the depth of its market and improve its 
market share relative to its competitors.
    The Exchange cannot predict with certainty whether any OTP Holder 
would benefit from the proposed change to existing the Take Fee 
threshold or the additional qualification basis. At present, whether or 
when an OTP Holder qualifies for the discount in a given month is 
dependent on market activity and the OTP Holder's mix of order flow. 
Thus, the Exchange cannot predict with any certainty the number of OTP 
Holders that may qualify for the discount based on the proposed 
modifications.
The Proposed Rule Change Is an Equitable Allocation of Credits and Fees
    The Exchange believes the proposed rule change is an equitable 
allocation of its fees and credits. The proposal is based on the amount 
and type of business transacted on the Exchange and OTP Holders (and 
their affiliates) can opt to avail themselves of the incentives or not. 
The Take Fee Discount, as modified, continues to apply to all 
participants other than Customers, who pay a much lower take fee.\19\
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    \19\ See supra note 8 (setting forth take fee charged to Non-
Customer versus Customer).
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    To the extent that the proposed change continues to attract more 
trading activity, the increased order flow would continue to make the 
Exchange a more competitive venue for order execution. Thus, the 
Exchange believes the proposed rule change would improve market quality 
for all market participants on the Exchange and, as a consequence, 
attract more order flow to the Exchange thereby improving market-wide 
quality and price discovery.
The Proposed Rule Change Is not Unfairly Discriminatory
    The Exchange believes it is not unfairly discriminatory to 
introduce the alternative methods of qualifying for a discount because 
the proposed modifications would be available to all similarly situated 
market participants on an equal and non-discriminatory basis. The Take 
Fee Discount, as modified, continues to apply to all participants other 
than Customers, who pay a much lower take fee.\20\ In addition, the 
proposal is based on the amount and type of business transacted on the 
Exchange and OTP Holders are not obligated to try to achieve either of 
the qualifications for the discount. The Exchange believes the proposed 
incentive is reasonable, equitable and not unfairly discriminatory 
because encouraging OTP Holders to direct more volume to the Exchange 
would also contribute to the Exchange's depth of book as well as to the 
top of book liquidity.
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    \20\ See id.
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    To the extent that the proposed change attracts more OTP Holder 
trading activity, this increased order flow would continue to make the 
Exchange a more competitive venue for order execution, which, in turn, 
promotes just and equitable principles of trade and removes impediments 
to and perfects the mechanism of a free and open market and a national 
market system.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act, the Exchange does 
not believe that the proposed rule change would impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. Instead, as discussed above, the Exchange believes 
that the proposed changes would encourage the submission of additional 
liquidity to a public exchange, thereby promoting market depth, price 
discovery and transparency and enhancing order execution opportunities 
for all market participants. As a result, the Exchange believes that 
the proposed change furthers the Commission's goal in adopting 
Regulation NMS of fostering integrated competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \21\
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    \21\ See Reg NMS Adopting Release, supra note 4, at 37499.
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    Intramarket Competition. The proposal is designed to attract 
additional order flow to the Exchange by offering a discount based on 
increased volumes on the Exchange (from a variety of issues and account 
types), which would enhance the quality of quoting and may increase the

[[Page 42458]]

volumes of contracts traded on the Exchange. In particular, the change 
to the existing Take Fee threshold is designed to incent OTP Holders to 
increase the variety of account types and volume of posted interest 
executed on the Exchange (while maintaining the same level of Liquidity 
Removing volume), which activity may result in tighter spreads and more 
trading making the Exchange a more attractive trading venue to the 
benefit of all participants. The proposed alternative basis to qualify 
for the Discount is designed to incent OTP Holders to increase trading 
activity in all issues and a variety of account types on the Exchange, 
which increased liquidity benefits all market participants because of 
increased trading opportunities and price discovery.
    Furthermore, the Exchange believes that incenting additional 
activity by OTP Holders (and their affiliates) benefits all 
participants as it contributes to the Exchange's depth of book as well 
as to the top of book liquidity. To the extent that the proposal 
attracts more liquidity, this increased order flow would continue to 
make the Exchange a more competitive venue for order execution and all 
of the Exchange's market participants should benefit from the improved 
market quality. Enhanced market quality and increased transaction 
volume that results from the anticipated increase in order flow 
directed to the Exchange would benefit all market participants and 
improve competition on the Exchange.
    The proposal would be available to all similarly-situated market 
participants, and, as such, the proposed change would not impose a 
disparate burden on competition among market participants on the 
Exchange. The Exchange also believes the proposed incentive is not 
unfairly discriminatory to Customers, because such market participants 
are not subject to the same fee structure that applies to Professional 
Customers and Non-Customers.
    Intermarket Competition. The Exchange operates in a highly 
competitive market in which market participants can readily favor one 
of the 16 competing option exchanges if they deem fee levels at a 
particular venue to be excessive. In such an environment, the Exchange 
must continually adjust its fees to remain competitive with other 
exchanges and to attract order flow to the Exchange. Based on publicly-
available information, and excluding index-based options, no single 
exchange has more than 16% of the market share of executed volume of 
multiply-listed equity and ETF options trades.\22\ Therefore, currently 
no exchange possesses significant pricing power in the execution of 
multiply-listed equity & ETF options order flow. More specifically, in 
January 2020, the Exchange had less than 10% market share of executed 
volume of multiply-listed equity & ETF options trades.\23\
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    \22\ The OCC publishes options and futures volume in a variety 
of formats, including daily and monthly volume by exchange, 
available here: https://www.theocc.com/market-data/volume/default.jsp.
    \23\ Based on OCC data, see id., in 2019, the Exchange's market 
share in equity-based options was 9.57% for the month of January 
2019 and 9.59% for the month of January 2020.
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    The Exchange believes that the proposed rule change reflects this 
competitive environment because it modifies the Exchange's fees in a 
manner designed to encourage OTP Holders (and their affiliates) to 
direct trading interest to the Exchange. In particular, the change to 
the existing Take Fee threshold is designed to incent OTP Holders to 
increase the variety of account types and volume of posted interest 
executed on the Exchange (while maintaining the same level of Liquidity 
Removing volume), which activity may result in tighter spreads and more 
trading making the Exchange a more attractive trading venue to the 
benefit of all participants. The proposed alternative basis to qualify 
for the Discount is designed to incent OTP Holders to increase trading 
activity in all issues and a variety of account types on the Exchange, 
which increased liquidity benefits all market participants because of 
increased trading opportunities and price discovery. To the extent that 
the proposal increases trading on the Exchange, all the Exchange's 
market participants should benefit from the improved market quality and 
increased opportunities for price improvement.
    Finally, the Exchange believes that the proposal could promote 
competition between the Exchange and other execution venues, including 
those that currently offer similar incentives.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \24\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \25\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \24\ 15 U.S.C. 78s(b)(3)(A).
    \25\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such 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 under 
Section 19(b)(2)(B) \26\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \26\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSEArca-2020-64 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-NYSEArca-2020-64. 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

[[Page 42459]]

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-NYSEArca-2020-64 and should 
be submitted on or before August 4, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-15111 Filed 7-13-20; 8:45 am]
BILLING CODE 8011-01-P
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