Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Rule 7.31, 64021-64024 [2024-17277]

Download as PDF Federal Register / Vol. 89, No. 151 / Tuesday, August 6, 2024 / Notices will continue to promote, investor protection. Under paragraph (c) of Rule 17d–2, the Commission may, after appropriate notice and comment, declare a plan, or any part of a plan, effective. In this instance, the Commission believes that appropriate notice and comment can take place after the proposed amendment is effective. The primary purpose of the amendment is to add MIAX Sapphire as a Participant to the Plan. By declaring it effective today, the amended Plan can become effective and be implemented without undue delay. The Commission notes that the prior version of this plan immediately prior to this proposed amendment was published for comment and the Commission did not receive any comments thereon.27 Furthermore, the Commission does not believe that the amendment to the plan raises any new regulatory issues that the Commission has not previously considered. VI. Conclusion This order gives effect to the amended Plan submitted to the Commission that is contained in File No. S7–966. It is therefore ordered, pursuant to Section 17(d) of the Act, that the Plan, as amended, filed with the Commission pursuant to Rule 17d–2 on July 22, 2024, is hereby approved and declared effective. It is further ordered that those SRO participants that are not the DOEA as to a particular common member are relieved of those regulatory responsibilities allocated to the common member’s DOEA under the amended Plan to the extent of such allocation. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.28 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–17281 Filed 8–5–24; 8:45 am] [Release No. 34–100624; File No. SR– NYSECHX–2024–25] Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Rule 7.31 July 31, 2024. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on July 25, 2024, the NYSE Chicago, Inc. (‘‘NYSE Chicago’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the 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 modify Rule 7.31 regarding MPL–ALO Orders. 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 BILLING CODE 8011–01–P ddrumheller on DSK120RN23PROD with NOTICES1 SECURITIES AND EXCHANGE COMMISSION 1. Purpose The Exchange proposes to amend Rule 7.31 regarding MPL–ALO Orders. Rule 7.31(d)(3) defines a Mid-Point Liquidity Order (‘‘MPL Order’’) as a Limit Order to buy (sell) that is not displayed and does not route, with a 27 See Securities Exchange Act Release No. 96100 (October 18, 2022), 87 FR 64285 (October 24, 2022). 28 17 CFR 200.30–3(a)(34). VerDate Sep<11>2014 17:40 Aug 05, 2024 Jkt 262001 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 PO 00000 Frm 00112 Fmt 4703 Sfmt 4703 64021 working price at the lower (higher) of the midpoint of the PBBO or its limit price. An MPL Order is ranked Priority 3—Non-Display Orders and is valid for any session. Rule 7.31(d)(3)(A) provides that an MPL Order to buy (sell) must be designated with a limit price in the MPV for the security and will be eligible to trade at the working price of the order. Rule 7.31(d)(3)(B) provides that if there is no PBB, PBO, or the PBBO is locked or crossed, both an arriving and resting MPL Order will wait for a PBBO that is not locked or crossed before being eligible to trade. If a resting MPL Order to buy (sell) trades with an MPL Order to sell (buy) after there is an unlocked or uncrossed PBBO, the MPL Order with the later working time will be the liquidity-removing order. Rule 7.31(d)(3)(C) provides that an Aggressing MPL Order to buy (sell) will trade at the working price of resting orders to sell (buy) when such resting orders have a working price at or below (above) the working price of the MPL Order. Resting MPL Orders to buy (sell) will trade against all Aggressing Orders to sell (buy) priced at or below (above) the working price of the MPL Order. Rule 7.31(d)(3)(D) provides that an MPL Order may be designated IOC (‘‘MPL–IOC Order’’). Subject to such IOC instructions, an MPL–IOC Order will follow the same trading and priority rules as an MPL Order, expect that an MPL–IOC Order will be rejected if there is no PBBO or the PBBO is locked or crossed. An MPL–IOC Order cannot be designated ALO or with a Non-Display Remove Modifier. Rule 7.31(d)(3)(E) and the subparagraphs thereunder define the MPL–ALO Order, which is an MPL Order designated with an ALO Modifier.4 An Aggressing 5 MPL–ALO Order to buy (sell) will trade at the working price of resting orders to sell (buy) when such resting orders have a working price below (above) the less aggressive of the midpoint of the PBBO or the limit price of the MPL–ALO Order, but will not trade with resting orders to sell (buy) priced equal to the less aggressive of the midpoint of the PBBO or the limit price of the MPL– 4 An ALO Order is a Non-Routable Limit Order that, unless it receives price improvement, will not remove liquidity from the Exchange Book. See NYSE Chicago Rule 7.31(e)(2). 5 An ‘‘Aggressing Order’’ is a buy (sell) order that is or becomes marketable against sell (buy) interest on the Exchange Book. A resting order may become an Aggressing Order if its working price changes, if the PBBO or NBBO is updated, because of changes to other orders on the Exchange Book, or when processing inbound messages. See Rule 7.36(a)(5). E:\FR\FM\06AUN1.SGM 06AUN1 64022 Federal Register / Vol. 89, No. 151 / Tuesday, August 6, 2024 / Notices ALO Order (Rule 7.31(d)(3)(E)(i)). If an MPL–ALO Order to buy (sell) cannot trade with a same-priced resting order to sell (buy), a subsequently arriving order to sell (buy) eligible to trade at the working price of the MPL–ALO Order will trade ahead of a resting order to sell (buy) that is not displayed at that price; if such resting order to sell (buy) is displayed, the MPL–ALO Order to buy (sell) will not be eligible to trade at that price (Rule 7.31(d)(3)(E)(ii)). An MPL– ALO Order may not be designated with a Non-Display Remove Modifier (Rule 7.31(d)(3)(E)(iii)). ddrumheller on DSK120RN23PROD with NOTICES1 Proposed Rule Change Currently, Aggressing MPL–ALO Orders to buy (sell) may trade with resting orders priced below (above) the less aggressive of the midpoint of the PBBO or the limit price of the MPL– ALO Order (i.e., priced below (above) the MPL–ALO Order’s working price), regardless of the amount of price improvement the Aggressing MPL–ALO Order would receive. The Exchange proposes to amend Rule 7.31(d)(3)(E)(i) to provide that an Aggressing MPL–ALO Order would only be eligible to trade with resting orders when it would receive price improvement over the MPL–ALO Order’s working price of at least one MPV. This proposed change would not impact non-Aggressing MPL– ALO Orders (e.g., MPL–ALO Orders resting on the Exchange Book). A nonAggressing MPL–ALO Order would continue to provide liquidity at its working price unless it would not be eligible to trade as outlined in Rules 7.31(d)(3)(E)(ii)(a) and (b), as amended below. The Exchange next proposes to amend Rule 7.31(d)(3)(E)(ii) to provide that an MPL–ALO Order not eligible to trade as described in proposed Rule 7.31(d)(3)(E)(i) would be ranked in the Exchange Book at its working price and would not trade at that price if it would lock or cross displayed interest or cross non-displayed interest on the Exchange Book. Specifically, the Exchange proposes to add new Rules 7.31(d)(3)(E)(ii)(a) and (b) to provide that resting MPL–ALO Orders would not be eligible to trade (a) at a price equal to or above (below) any sell (buy) orders that are displayed and that have a working price equal to or below (above) the working price of the MPL– ALO Order, or (b) at a price above (below) any sell (buy) orders that are not displayed and that have a working price below (above) the working price of the MPL–ALO Order. The Exchange notes that the circumstances under which such orders would not be able to trade VerDate Sep<11>2014 17:40 Aug 05, 2024 Jkt 262001 are consistent with the Exchange’s existing priority and ranking rules. The Exchange further proposes to renumber current Rule 7.31(d)(3)(E)(ii) as Rule 7.31(d)(3)(E)(iii) and to amend the text of the rule to provide that if an MPL–ALO Order to buy (sell) cannot trade with a same-priced resting order to sell (buy) that is not displayed, a subsequently arriving order to sell (buy) eligible to trade at the working price of the MPL–ALO Order will trade ahead of such resting order to sell (buy). This proposed change is not intended to change the meaning of the rule, but rather to clarify that, if an MPL–ALO Order is resting at the same price as resting non-displayed interest, a subsequently arriving order that is eligible to trade with that MPL–ALO Order would, as currently, be permitted to trade ahead of such interest. The Exchange further proposes to delete the last sentence of current Rule 7.31(d)(3)(E)(ii), which provides that an MPL–ALO Order would not be eligible to trade at the price of a displayed resting order to buy (sell), as duplicative of proposed Rule 7.31(d)(3)(E)(ii)(a) described above. The following example demonstrates how an arriving Aggressing MPL–ALO Order would trade or be ranked on the Exchange Book, as proposed: • Assume the PBBO 6 is $10.00 × $10.05 (midpoint is $10.025). On the Exchange Book, there is a Limit Order to sell 90 shares at $10.02 (‘‘Order 1’’) and an MPL Order to sell 100 shares at $10.00 (‘‘Order 2’’). Order 1 is displayed at its working price of $10.02. Order 2 is non-displayed and has a working price at the midpoint, $10.025. • Order 3 is an incoming MPL–ALO Order to buy 100 shares at $10.05. Order 3, as an Aggressing MPL–ALO Order, would not trade with either Order 1 or Order 2 because it would receive less than $0.01 price improvement over the midpoint. Pursuant to proposed Rule 7.31(d)(3)(E)(ii), Order 3 would be ranked on the Exchange Book at its working price, $10.025 (which is the midpoint, as the working price of an MPL–ALO Order to buy is the lower of the midpoint or the order’s limit price). • Order 4 is an incoming MPL–IOC Order to sell 100 shares at $10.00. Order 4 would not trade with Order 3 (which is now ranked on the Exchange Book at its working price) at $10.025 per proposed Rule 7.31(d)(3)(E)(ii)(a) 6 ‘‘Best Protected Bid’’ or ‘‘PBB’’ means the highest Protected Bid, ‘‘Best Protected Offer’’ or ‘‘PBO’’ means the lowest Protected Offer, and ‘‘Protected Best Bid and Offer’’ or ‘‘PBBO’’ means the Best Protected Bid and the Best Protected Offer, as those terms are defined in Rule 600(b)(57) of Regulation NMS. See Rule 1.1(n). PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 because an execution at that price would be at a price above displayed interest on the Exchange Book (Order 1 at $10.02). Order 4, as an IOC Order, would be cancelled because it does not execute. • Assume Order 1 is cancelled, and Order 5 is an incoming MPL–IOC Order to sell 100 shares at $10.00. Order 5 would trade with Order 3 (where Order 3 is the liquidity provider) at $10.025, consistent with proposed Rule 7.31(d)(3)(E)(iii), because the trade would execute at a price that is not above the price of any displayed or nondisplayed interest on the Exchange Book, although it would be at the same price as Order 2 (non-displayed interest on the Exchange Book).7 The following example demonstrates how an MPL–ALO Order that is resting on the Exchange Book and subsequently becomes an Aggressing MPL–ALO Order (in this example, when the PBBO is updated) would trade, as proposed: • Assume the PBBO is $10.00 × $10.05 (midpoint is $10.025). Order 1 is a non-displayed Limit Order to sell 100 shares at $10.03, resting on the Exchange Book at its working price of $10.03. Order 2 is an MPL–ALO Order to buy 100 shares at $10.05. Order 2 is resting non-displayed on the Exchange Book at its working price of $10.025 (which is the midpoint, as the working price of an MPL–ALO Order to buy is the lower of the midpoint or the order’s limit price). • Assume the PBBO updates to $10.03 × $10.05 (midpoint is $10.04). Order 2 reprices to the new midpoint, $10.04, and becomes an Aggressing Order because its working price has changed and the PBBO has updated. Order 2 will trade as an Aggressing Order (as the liquidity taker) with Order 1 at $10.03 because it would receive $0.01 price improvement over its working price. Finally, the Exchange proposes to renumber current Rule 7.31(d)(3)(E)(iii) as Rule 7.31(d)(3)(E)(iv) to reflect the addition of the new rule text described above, without any changes to the text of the rule. The Exchange believes that the proposed change, which would allow an Aggressing MPL–ALO Order to trade only when it would receive price improvement over its working price of at least one MPV, would promote 7 As noted above, Rule 7.31(d)(3)(E)(iii), as amended, reflects current Rule 7.31(d)(3)(E)(ii), which provides that an MPL–ALO Order that is resting at the same price as resting non-displayed interest would be permitted to trade with a subsequently arriving order that is eligible to trade with that MPL–ALO Order, ahead of the nondisplayed interest. E:\FR\FM\06AUN1.SGM 06AUN1 Federal Register / Vol. 89, No. 151 / Tuesday, August 6, 2024 / Notices ddrumheller on DSK120RN23PROD with NOTICES1 higher-quality executions for Participants and provide Participants with greater certainty regarding the amount of price improvement such executions would receive, thereby encouraging increased order flow to the Exchange and enhanced opportunities for order execution for all market participants. The Exchange notes that evaluating the economic benefit of an execution is not a novel concept on equity exchanges.8 Accordingly, the Exchange believes that this proposed change, which would consider the amount of price improvement that an Aggressing MPL–ALO Order would receive upon execution, would offer Participants a similar benefit to that available on at least one other equity exchange for an order type similar to the MPL–ALO Order and could thus promote competition among equity exchanges. Because of the technology changes associated with this proposed rule change, the Exchange will announce the implementation date by Trader Update, which, subject to effectiveness of this proposed rule change, will be no later than in the fourth quarter of 2024. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act,9 in general, and furthers the objectives of Section 6(b)(5),10 in particular, because it is 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 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. The Exchange believes that the proposed change 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 protect investors and the public interest because allowing an Aggressing MPL– ALO Order to trade only when it would receive price improvement over its working price of at least one MPV would promote higher-quality executions for Participants, thereby encouraging increased order flow to the 8 See, e.g., Nasdaq Stock Market LLC, Equity 4, Rule 4702(b)(5)(A) (defining the Midpoint Peg PostOnly Order, which is priced at the midpoint between the NBBO and will execute upon entry only in circumstances where economically beneficial to the party entering such order). 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 17:40 Aug 05, 2024 Jkt 262001 Exchange and enhanced trading opportunities for all market participants. The Exchange also believes that the proposed conforming changes to Rule 7.31(d)(3)(E) would remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and protect investors and the public interest by clarifying how Aggressing MPL–ALO Orders that would not be eligible to trade based on the amount of price improvement would be ranked and would trade once resting, in accordance with the Exchange’s priority and ranking rules. Finally, the Exchange notes that considering the economic benefit of an execution is not a novel concept and believes that this proposed change would remove impediments to, and perfect the mechanism of, a free and open market and a national market system by providing Participants with greater certainty as to the amount of price improvement they would receive when an Aggressing MPL–ALO Order executes, as well as by promoting competition among equity exchanges.11 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 rule change would amend Exchange rules to permit Aggressing MPL–ALO Orders to trade only when they would receive price improvement of at least one MPV over their working price, thereby providing a minimum amount of price improvement for Participants entering such orders. To the extent the proposed rule change promotes higher-quality executions on the Exchange, the proposed change could encourage increased order flow to the Exchange and facilitate additional trading opportunities for all market participants. In addition, at least one other equity exchange considers the economic benefit to the entering party when evaluating whether a similar order type may trade, and the Exchange’s proposal would thus promote competition among exchanges by providing a minimum amount of price improvement to Aggressing MPL–ALO Orders.12 The Exchange also believes that, to the extent the proposed change would increase opportunities for order execution, the proposed change would promote competition by making the Exchange a more attractive venue for 11 See 12 See PO 00000 note 8, supra. note 8, supra. Frm 00114 Fmt 4703 Sfmt 4703 64023 order flow and enhancing market quality for all market participants. 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 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 if consistent with the protection of investors and the public interest, it has become effective pursuant to Section 19(b)(3)(A) of the Act 13 and Rule 19b–4(f)(6) 14 thereunder. A proposed rule change filed under Rule 19b–4(f)(6) 15 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),16 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative upon filing. The Exchange is requesting the waiver because it will allow the Exchange to implement the proposed change as soon as the associated technology is available, which is anticipated to be less than 30 days from the date of this filing. The Exchange believes the proposed change would provide member organizations with greater certainty regarding the amount of price improvement their Aggressing MPL–ALO Orders would receive, thereby promoting higher-quality executions and encouraging increased order flow to the Exchange for the benefit of all market participants. For these reasons, and because the proposed rule change does not raise any novel legal or regulatory issues, the 13 15 U.S.C. 78s(b)(3)(A). 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, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 15 17 CFR 240.19b–4(f)(6). 16 17 CFR 240.19b–4(f)(6)(iii). 14 17 E:\FR\FM\06AUN1.SGM 06AUN1 64024 Federal Register / Vol. 89, No. 151 / Tuesday, August 6, 2024 / Notices Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.17 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: ddrumheller on DSK120RN23PROD with NOTICES1 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– NYSECHX–2024–25 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–NYSECHX–2024–25. 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 17 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 17:40 Aug 05, 2024 Jkt 262001 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 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NYSECHX–2024–25 and should be submitted on or before August 27, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–17277 Filed 8–5–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–100627; File No. SR– FINRA–2024–003] Self-Regulatory Organizations; Financial Industry Regulatory Authority; Notice of Designation of Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove Proposed Rule Change To Establish Fees for Industry Members Related to Certain Historical Costs of the National Market System Plan Governing the Consolidated Audit Trail July 31, 2024. On January 2, 2024, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change 3 to establish fees for Industry Members 4 related to certain historical costs of the National Market System Plan Governing the Consolidated Audit 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 Securities Exchange Act Release No. 99372 (January 17, 2024), 89 FR 11153 (February 13, 2024). 4 The CAT NMS Plan defines ‘‘Industry Member’’ as ‘‘a member of a national securities exchange or a member of a national securities association.’’ See CAT NMS Plan, infra note 10, at Section 1.1. 1 15 PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 Trail (‘‘CAT NMS Plan’’).5 The proposed rule change was immediately effective upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Act.6 On February 13, 2024, the proposed rule change was published in the Federal Register and the Commission temporarily suspended and instituted proceedings to determine whether to approve or disapprove the proposed rule change.7 The Commission received four comments on the proposed rule change.8 Section 19(b)(2) of the Act 9 provides that, after instituting proceedings, the Commission shall issue an order approving or disapproving a proposed rule change not later than 180 days after the date of publication of notice of filing of the proposed rule change.10 The Commission may, however, extend the period for issuing an order approving or disapproving the proposed rule change by not more than 60 days if the Commission determines that a longer period is appropriate and publishes the reasons for such determination.11 The 180th day for the proposed rule change is August 11, 2024. The Commission is extending the 180day time period for Commission action on the proposed rule change. The 5 Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth in the CAT NMS Plan. The CAT NMS Plan is a national market system plan approved by the Commission pursuant to Section 11A of the Act and the rules and regulations thereunder. See Securities Exchange Act Release No. 79318 (November 15, 2016), 81 FR 84696 (November 23, 2016). The CAT NMS Plan functions as the limited liability company agreement of the jointly owned limited liability company formed under Delaware state law through which the Participants conduct the activities of the CAT (‘‘Company’’). On August 29, 2019, the Participants replaced the CAT NMS Plan in its entirety with the limited liability company agreement of a new limited liability company named Consolidated Audit Trail, LLC, which became the Company. See Securities Exchange Act Release No. 87149 (September 27, 2019), 84 FR 52905 (October 3, 2019). 6 15 U.S.C. 78s(b)(3)(A). A proposed rule change may take effect upon filing with the Commission if it is designated by the exchange as ‘‘establishing or changing a due, fee, or other charge imposed by the self-regulatory organization on any person, whether or not the person is a member of the self-regulatory organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 7 See supra note 3. 8 See letters from: Howard Meyerson, Managing Director, Financial Information Forum, to Vanessa Countryman, Secretary, Commission, dated March 4, 2024; Thomas M. Merritt, Deputy General Counsel, Virtu Financial, Inc., to Vanessa Countryman, Secretary, Commission, dated March 5, 2024; Stephen John Berger, Managing Director, Global Head of Government & Regulatory Policy, Citadel Securities, to Vanessa Countryman, Secretary, Commission, dated March 5, 2024; and Joanna Mallers, Secretary, FIA Principal Traders Group, to Vanessa Countryman, Secretary, Commission, dated March 9, 2024. 9 15 U.S.C. 78s(b)(2). 10 15 U.S.C. 78s(b)(2)(B)(ii)(I). 11 15 U.S.C. 78s(b)(2)(B)(ii)(II)(aa). E:\FR\FM\06AUN1.SGM 06AUN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 89, Number 151 (Tuesday, August 6, 2024)]
[Notices]
[Pages 64021-64024]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-17277]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100624; File No. SR-NYSECHX-2024-25]


Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Modify 
Rule 7.31

July 31, 2024.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on July 25, 2024, the NYSE Chicago, Inc. (``NYSE Chicago'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. 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\ 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 Rule 7.31 regarding MPL-ALO Orders. 
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 Exchange proposes to amend Rule 7.31 regarding MPL-ALO Orders.
    Rule 7.31(d)(3) defines a Mid-Point Liquidity Order (``MPL Order'') 
as a Limit Order to buy (sell) that is not displayed and does not 
route, with a working price at the lower (higher) of the midpoint of 
the PBBO or its limit price. An MPL Order is ranked Priority 3--Non-
Display Orders and is valid for any session.
    Rule 7.31(d)(3)(A) provides that an MPL Order to buy (sell) must be 
designated with a limit price in the MPV for the security and will be 
eligible to trade at the working price of the order.
    Rule 7.31(d)(3)(B) provides that if there is no PBB, PBO, or the 
PBBO is locked or crossed, both an arriving and resting MPL Order will 
wait for a PBBO that is not locked or crossed before being eligible to 
trade. If a resting MPL Order to buy (sell) trades with an MPL Order to 
sell (buy) after there is an unlocked or uncrossed PBBO, the MPL Order 
with the later working time will be the liquidity-removing order.
    Rule 7.31(d)(3)(C) provides that an Aggressing MPL Order to buy 
(sell) will trade at the working price of resting orders to sell (buy) 
when such resting orders have a working price at or below (above) the 
working price of the MPL Order. Resting MPL Orders to buy (sell) will 
trade against all Aggressing Orders to sell (buy) priced at or below 
(above) the working price of the MPL Order.
    Rule 7.31(d)(3)(D) provides that an MPL Order may be designated IOC 
(``MPL-IOC Order''). Subject to such IOC instructions, an MPL-IOC Order 
will follow the same trading and priority rules as an MPL Order, expect 
that an MPL-IOC Order will be rejected if there is no PBBO or the PBBO 
is locked or crossed. An MPL-IOC Order cannot be designated ALO or with 
a Non-Display Remove Modifier.
    Rule 7.31(d)(3)(E) and the subparagraphs thereunder define the MPL-
ALO Order, which is an MPL Order designated with an ALO Modifier.\4\ An 
Aggressing \5\ MPL-ALO Order to buy (sell) will trade at the working 
price of resting orders to sell (buy) when such resting orders have a 
working price below (above) the less aggressive of the midpoint of the 
PBBO or the limit price of the MPL-ALO Order, but will not trade with 
resting orders to sell (buy) priced equal to the less aggressive of the 
midpoint of the PBBO or the limit price of the MPL-

[[Page 64022]]

ALO Order (Rule 7.31(d)(3)(E)(i)). If an MPL-ALO Order to buy (sell) 
cannot trade with a same-priced resting order to sell (buy), a 
subsequently arriving order to sell (buy) eligible to trade at the 
working price of the MPL-ALO Order will trade ahead of a resting order 
to sell (buy) that is not displayed at that price; if such resting 
order to sell (buy) is displayed, the MPL-ALO Order to buy (sell) will 
not be eligible to trade at that price (Rule 7.31(d)(3)(E)(ii)). An 
MPL-ALO Order may not be designated with a Non-Display Remove Modifier 
(Rule 7.31(d)(3)(E)(iii)).
---------------------------------------------------------------------------

    \4\ An ALO Order is a Non-Routable Limit Order that, unless it 
receives price improvement, will not remove liquidity from the 
Exchange Book. See NYSE Chicago Rule 7.31(e)(2).
    \5\ An ``Aggressing Order'' is a buy (sell) order that is or 
becomes marketable against sell (buy) interest on the Exchange Book. 
A resting order may become an Aggressing Order if its working price 
changes, if the PBBO or NBBO is updated, because of changes to other 
orders on the Exchange Book, or when processing inbound messages. 
See Rule 7.36(a)(5).
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Proposed Rule Change
    Currently, Aggressing MPL-ALO Orders to buy (sell) may trade with 
resting orders priced below (above) the less aggressive of the midpoint 
of the PBBO or the limit price of the MPL-ALO Order (i.e., priced below 
(above) the MPL-ALO Order's working price), regardless of the amount of 
price improvement the Aggressing MPL-ALO Order would receive. The 
Exchange proposes to amend Rule 7.31(d)(3)(E)(i) to provide that an 
Aggressing MPL-ALO Order would only be eligible to trade with resting 
orders when it would receive price improvement over the MPL-ALO Order's 
working price of at least one MPV. This proposed change would not 
impact non-Aggressing MPL-ALO Orders (e.g., MPL-ALO Orders resting on 
the Exchange Book). A non-Aggressing MPL-ALO Order would continue to 
provide liquidity at its working price unless it would not be eligible 
to trade as outlined in Rules 7.31(d)(3)(E)(ii)(a) and (b), as amended 
below.
    The Exchange next proposes to amend Rule 7.31(d)(3)(E)(ii) to 
provide that an MPL-ALO Order not eligible to trade as described in 
proposed Rule 7.31(d)(3)(E)(i) would be ranked in the Exchange Book at 
its working price and would not trade at that price if it would lock or 
cross displayed interest or cross non-displayed interest on the 
Exchange Book. Specifically, the Exchange proposes to add new Rules 
7.31(d)(3)(E)(ii)(a) and (b) to provide that resting MPL-ALO Orders 
would not be eligible to trade (a) at a price equal to or above (below) 
any sell (buy) orders that are displayed and that have a working price 
equal to or below (above) the working price of the MPL-ALO Order, or 
(b) at a price above (below) any sell (buy) orders that are not 
displayed and that have a working price below (above) the working price 
of the MPL-ALO Order. The Exchange notes that the circumstances under 
which such orders would not be able to trade are consistent with the 
Exchange's existing priority and ranking rules.
    The Exchange further proposes to renumber current Rule 
7.31(d)(3)(E)(ii) as Rule 7.31(d)(3)(E)(iii) and to amend the text of 
the rule to provide that if an MPL-ALO Order to buy (sell) cannot trade 
with a same-priced resting order to sell (buy) that is not displayed, a 
subsequently arriving order to sell (buy) eligible to trade at the 
working price of the MPL-ALO Order will trade ahead of such resting 
order to sell (buy). This proposed change is not intended to change the 
meaning of the rule, but rather to clarify that, if an MPL-ALO Order is 
resting at the same price as resting non-displayed interest, a 
subsequently arriving order that is eligible to trade with that MPL-ALO 
Order would, as currently, be permitted to trade ahead of such 
interest. The Exchange further proposes to delete the last sentence of 
current Rule 7.31(d)(3)(E)(ii), which provides that an MPL-ALO Order 
would not be eligible to trade at the price of a displayed resting 
order to buy (sell), as duplicative of proposed Rule 
7.31(d)(3)(E)(ii)(a) described above.
    The following example demonstrates how an arriving Aggressing MPL-
ALO Order would trade or be ranked on the Exchange Book, as proposed:
     Assume the PBBO \6\ is $10.00 x $10.05 (midpoint is 
$10.025). On the Exchange Book, there is a Limit Order to sell 90 
shares at $10.02 (``Order 1'') and an MPL Order to sell 100 shares at 
$10.00 (``Order 2''). Order 1 is displayed at its working price of 
$10.02. Order 2 is non-displayed and has a working price at the 
midpoint, $10.025.
---------------------------------------------------------------------------

    \6\ ``Best Protected Bid'' or ``PBB'' means the highest 
Protected Bid, ``Best Protected Offer'' or ``PBO'' means the lowest 
Protected Offer, and ``Protected Best Bid and Offer'' or ``PBBO'' 
means the Best Protected Bid and the Best Protected Offer, as those 
terms are defined in Rule 600(b)(57) of Regulation NMS. See Rule 
1.1(n).
---------------------------------------------------------------------------

     Order 3 is an incoming MPL-ALO Order to buy 100 shares at 
$10.05. Order 3, as an Aggressing MPL-ALO Order, would not trade with 
either Order 1 or Order 2 because it would receive less than $0.01 
price improvement over the midpoint. Pursuant to proposed Rule 
7.31(d)(3)(E)(ii), Order 3 would be ranked on the Exchange Book at its 
working price, $10.025 (which is the midpoint, as the working price of 
an MPL-ALO Order to buy is the lower of the midpoint or the order's 
limit price).
     Order 4 is an incoming MPL-IOC Order to sell 100 shares at 
$10.00. Order 4 would not trade with Order 3 (which is now ranked on 
the Exchange Book at its working price) at $10.025 per proposed Rule 
7.31(d)(3)(E)(ii)(a) because an execution at that price would be at a 
price above displayed interest on the Exchange Book (Order 1 at 
$10.02). Order 4, as an IOC Order, would be cancelled because it does 
not execute.
     Assume Order 1 is cancelled, and Order 5 is an incoming 
MPL-IOC Order to sell 100 shares at $10.00. Order 5 would trade with 
Order 3 (where Order 3 is the liquidity provider) at $10.025, 
consistent with proposed Rule 7.31(d)(3)(E)(iii), because the trade 
would execute at a price that is not above the price of any displayed 
or non-displayed interest on the Exchange Book, although it would be at 
the same price as Order 2 (non-displayed interest on the Exchange 
Book).\7\
---------------------------------------------------------------------------

    \7\ As noted above, Rule 7.31(d)(3)(E)(iii), as amended, 
reflects current Rule 7.31(d)(3)(E)(ii), which provides that an MPL-
ALO Order that is resting at the same price as resting non-displayed 
interest would be permitted to trade with a subsequently arriving 
order that is eligible to trade with that MPL-ALO Order, ahead of 
the non-displayed interest.
---------------------------------------------------------------------------

    The following example demonstrates how an MPL-ALO Order that is 
resting on the Exchange Book and subsequently becomes an Aggressing 
MPL-ALO Order (in this example, when the PBBO is updated) would trade, 
as proposed:
     Assume the PBBO is $10.00 x $10.05 (midpoint is $10.025). 
Order 1 is a non-displayed Limit Order to sell 100 shares at $10.03, 
resting on the Exchange Book at its working price of $10.03. Order 2 is 
an MPL-ALO Order to buy 100 shares at $10.05. Order 2 is resting non-
displayed on the Exchange Book at its working price of $10.025 (which 
is the midpoint, as the working price of an MPL-ALO Order to buy is the 
lower of the midpoint or the order's limit price).
     Assume the PBBO updates to $10.03 x $10.05 (midpoint is 
$10.04). Order 2 reprices to the new midpoint, $10.04, and becomes an 
Aggressing Order because its working price has changed and the PBBO has 
updated. Order 2 will trade as an Aggressing Order (as the liquidity 
taker) with Order 1 at $10.03 because it would receive $0.01 price 
improvement over its working price.
    Finally, the Exchange proposes to renumber current Rule 
7.31(d)(3)(E)(iii) as Rule 7.31(d)(3)(E)(iv) to reflect the addition of 
the new rule text described above, without any changes to the text of 
the rule.
    The Exchange believes that the proposed change, which would allow 
an Aggressing MPL-ALO Order to trade only when it would receive price 
improvement over its working price of at least one MPV, would promote

[[Page 64023]]

higher-quality executions for Participants and provide Participants 
with greater certainty regarding the amount of price improvement such 
executions would receive, thereby encouraging increased order flow to 
the Exchange and enhanced opportunities for order execution for all 
market participants. The Exchange notes that evaluating the economic 
benefit of an execution is not a novel concept on equity exchanges.\8\ 
Accordingly, the Exchange believes that this proposed change, which 
would consider the amount of price improvement that an Aggressing MPL-
ALO Order would receive upon execution, would offer Participants a 
similar benefit to that available on at least one other equity exchange 
for an order type similar to the MPL-ALO Order and could thus promote 
competition among equity exchanges.
---------------------------------------------------------------------------

    \8\ See, e.g., Nasdaq Stock Market LLC, Equity 4, Rule 
4702(b)(5)(A) (defining the Midpoint Peg Post-Only Order, which is 
priced at the midpoint between the NBBO and will execute upon entry 
only in circumstances where economically beneficial to the party 
entering such order).
---------------------------------------------------------------------------

    Because of the technology changes associated with this proposed 
rule change, the Exchange will announce the implementation date by 
Trader Update, which, subject to effectiveness of this proposed rule 
change, will be no later than in the fourth quarter of 2024.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\9\ in general, and furthers the objectives of Section 6(b)(5),\10\ 
in particular, because it is 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 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.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed change 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 protect investors and the public interest because allowing an 
Aggressing MPL-ALO Order to trade only when it would receive price 
improvement over its working price of at least one MPV would promote 
higher-quality executions for Participants, thereby encouraging 
increased order flow to the Exchange and enhanced trading opportunities 
for all market participants. The Exchange also believes that the 
proposed conforming changes to Rule 7.31(d)(3)(E) would remove 
impediments to, and perfect the mechanism of, a free and open market 
and a national market system, and protect investors and the public 
interest by clarifying how Aggressing MPL-ALO Orders that would not be 
eligible to trade based on the amount of price improvement would be 
ranked and would trade once resting, in accordance with the Exchange's 
priority and ranking rules. Finally, the Exchange notes that 
considering the economic benefit of an execution is not a novel concept 
and believes that this proposed change would remove impediments to, and 
perfect the mechanism of, a free and open market and a national market 
system by providing Participants with greater certainty as to the 
amount of price improvement they would receive when an Aggressing MPL-
ALO Order executes, as well as by promoting competition among equity 
exchanges.\11\
---------------------------------------------------------------------------

    \11\ See note 8, supra.
---------------------------------------------------------------------------

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 rule change 
would amend Exchange rules to permit Aggressing MPL-ALO Orders to trade 
only when they would receive price improvement of at least one MPV over 
their working price, thereby providing a minimum amount of price 
improvement for Participants entering such orders. To the extent the 
proposed rule change promotes higher-quality executions on the 
Exchange, the proposed change could encourage increased order flow to 
the Exchange and facilitate additional trading opportunities for all 
market participants. In addition, at least one other equity exchange 
considers the economic benefit to the entering party when evaluating 
whether a similar order type may trade, and the Exchange's proposal 
would thus promote competition among exchanges by providing a minimum 
amount of price improvement to Aggressing MPL-ALO Orders.\12\ The 
Exchange also believes that, to the extent the proposed change would 
increase opportunities for order execution, the proposed change would 
promote competition by making the Exchange a more attractive venue for 
order flow and enhancing market quality for all market participants.
---------------------------------------------------------------------------

    \12\ See note 8, supra.
---------------------------------------------------------------------------

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

    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 if consistent with the 
protection of investors and the public interest, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \13\ and Rule 19b-
4(f)(6) \14\ thereunder.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 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, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\16\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative upon filing. The Exchange is 
requesting the waiver because it will allow the Exchange to implement 
the proposed change as soon as the associated technology is available, 
which is anticipated to be less than 30 days from the date of this 
filing. The Exchange believes the proposed change would provide member 
organizations with greater certainty regarding the amount of price 
improvement their Aggressing MPL-ALO Orders would receive, thereby 
promoting higher-quality executions and encouraging increased order 
flow to the Exchange for the benefit of all market participants. For 
these reasons, and because the proposed rule change does not raise any 
novel legal or regulatory issues, the

[[Page 64024]]

Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Therefore, the Commission hereby waives the 30-day operative delay and 
designates the proposal operative upon filing.\17\
---------------------------------------------------------------------------

    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
    \17\ For purposes only of waiving the 30-day operative delay, 
the Commission has also 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-NYSECHX-2024-25 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-NYSECHX-2024-25. 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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-NYSECHX-2024-25 and should 
be submitted on or before August 27, 2024.

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

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

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-17277 Filed 8-5-24; 8:45 am]
BILLING CODE 8011-01-P

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