80_FR_48733 80 FR 48577 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Rule 6.15 To Establish Exchange Rules Governing the Give Up of a Clearing Member by Options Trading Permit Holders and OTP Firms and Conforming Changes to Rules 6.66 and 6.79

80 FR 48577 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Rule 6.15 To Establish Exchange Rules Governing the Give Up of a Clearing Member by Options Trading Permit Holders and OTP Firms and Conforming Changes to Rules 6.66 and 6.79

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 156 (August 13, 2015)

Page Range48577-48583
FR Document2015-19871

Federal Register, Volume 80 Issue 156 (Thursday, August 13, 2015)
[Federal Register Volume 80, Number 156 (Thursday, August 13, 2015)]
[Notices]
[Pages 48577-48583]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-19871]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75641; File No. SR-NYSEArca-2015-65]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending Rule 6.15 
To Establish Exchange Rules Governing the Give Up of a Clearing Member 
by Options Trading Permit Holders and OTP Firms and Conforming Changes 
to Rules 6.66 and 6.79

August 7, 2015.
    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 27, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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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 amend Rule 6.15 to establish Exchange 
rules governing the give up of a Clearing Member by Options Trading 
Permit Holders and OTP Firms and proposes conforming changes to Rules 
6.66 and 6.79. The text of the proposed rule change is available on the 
Exchange's Web site 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 6.15 to establish Exchange 
rules governing the ``give up'' of a Clearing Member \4\ by Options 
Trading Permit Holders and OTP Firms (each an ``OTP,'' collectively, 
``OTPs''). In addition, the Exchange proposes changes to Rules 6.66 and 
6.79 to reflect proposed amendments to Rule 6.15. The Exchange believes 
that this proposal to include the give-up process in Exchange rules 
would result in the fair and reasonable use of resources by both the 
Exchange and OTPs. In addition, the proposed change would align the 
Exchange with competing options

[[Page 48578]]

exchanges that have recently adopted rules consistent with this 
proposal.\5\
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    \4\ Rule 6.1(3) defines ``Clearing Member'' as an Exchange OTP 
Firm or OTP Holder which has been admitted to membership in the 
Options Clearing Corporation pursuant to the provisions of the Rules 
of the Options Clearing Corporation.
    \5\ See Securities and Exchange Act Release No. 72668 (July 24, 
2014), 79 FR 44229 (July 30, 2014) (SR-CBOE-2014-048) (order 
approving proposed rule change relating to the ``give up'' process, 
the process by which a Trading Permit Holder ``gives up'' or selects 
and indicates the Clearing Trading Permit Holder responsible for the 
clearance of an Exchange transaction). See also Securities Exchange 
Act Release No. 72325 (June 5, 2014), 79 FR 33614 (June 11, 2014) 
(Notice). The Exchange notes that this proposal is a copycat filing, 
which is substantially similar in all material respects to the give-
up process approved on CBOE, except as noted herein. See infra n. 13 
(regarding rule text in amended Rule 6.15(f) explicitly describing 
procedures for Guarantors to reject a trade).
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    By way of background, to enter transactions on the Exchange, an OTP 
must either be a Clearing Member or must have a Clearing Member agree 
to accept financial responsibility for all of its transactions. 
Specifically, Rule 6.15 provides that every Clearing Member will be 
responsible for the clearance of Exchange option transactions of each 
OTP that gives up the Clearing Member's name in an Exchange option 
transaction, provided the clearing member has authorized such member or 
member organization to give up its name with respect to Exchange option 
transactions. Similarly, Rule 6.79 provides, in relevant part, that 
every Clearing Member will be responsible for the clearance of Exchange 
transactions of each OTP that gives up the Clearing Member's name 
pursuant to a Letter of Authorization, Letter of Guarantee, or other 
authorization given by the Clearing Member to the executing OTP. In 
addition, Rule 6.66(a) (Order Identification) provides that for each 
transaction in which an OTP participates, the OTP must give up the name 
of the Clearing Member through whom the transaction will be cleared. 
The Exchange has determined that it would be beneficial to amend Rule 
6.15 and specify in detail the give-up process and to modify Rules 6.66 
and 6.79, as described below. The Exchange believes the proposed 
changes would result in a more comprehensive streamlined give up 
process.
Designated Give Ups and Guarantors
    The Exchange proposes to amend current Rule 6.15 by replacing the 
current rule text \6\ with details regarding the give up procedure for 
OTPs executing transactions on the Exchange, and to re-title this rule 
``Give Up of a Clearing Member.'' \7\ As amended, Rule 6.15 would 
provide that an OTP may only give up a ``Designated Give Up'' or its 
``Guarantor,'' as those roles would be defined in the Rule.
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    \6\ See Rule 6.15 (Responsibility of Clearing OTP Holders and 
OTP Firms for Exchange Option Transactions) (``Every OTP Holder and 
OTP Firm which is a clearing member of the Options Clearing 
Corporation shall be responsible for the clearance of the Exchange 
option transactions of such OTP Holder and OTP Firm and of each OTP 
Holder and OTP Firm which gives up the name of such clearing member 
in an Exchange option transaction, provided the clearing member has 
authorized such OTP Holder and OTP Firm to give up its name with 
respect to Exchange option transactions.'').
    \7\ As discussed below, proposed paragraph (h) of amended Rule 
6.15 addresses and clarifies the financial responsibility of 
Clearing Members, and, as such, the Exchange believes the original 
rule text is rendered unnecessary.
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    Specifically, amended Rule 6.15 would introduce and define the term 
``Designated Give Up'' as any Clearing Member that an OTP (other than a 
Market Maker) \8\ identifies to the Exchange, in writing, as a Clearing 
Member the OTP requests the ability to give up. To designate a 
``Designated Give Up,'' an OTP must submit written notification to the 
Exchange, in a form and manner prescribed by the Exchange 
(``Notification Form''). A copy of the proposed Notification Form is 
included with this filing in Exhibit 3. Similarly, should an OTP no 
longer want the ability to give up a particular Designated Give Up, as 
proposed, the OTP would have to submit written notification to the 
Exchange, in a form and manner prescribed by the Exchange.
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    \8\ For purposes of this rule, references to ``Market Maker'' 
refer to OTPs acting in the capacity of a Market Maker and include 
all Exchange Market Maker capacities e.g., Lead Market Makers. As 
explained below, Market Makers give up Guarantors that have executed 
a Letter of Guarantee on behalf of the Marker Maker, pursuant to 
Rule 6.36; Market Makers need not give up Designated Give Ups.
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    The Exchange notes that, as proposed, an OTP may designate any 
Clearing Member as a Designated Give Up. Additionally, there would be 
no minimum or maximum number of Designated Give Ups that an OTP must 
identify. The Exchange would notify a Clearing Member, in writing and 
as soon as practicable, of each OTP that has identified it as a 
Designated Give Up. The Exchange, however, would not accept any 
instructions, and would not give effect to any previous instructions, 
from a Clearing Member not to permit an OTP to designate the Clearing 
Member as a Designated Give Up. Further, the Exchange notes that there 
is no subjective evaluation of an OTP's list of proposed Designated 
Give Ups by the Exchange. Rather, the Exchange proposes to process each 
list as submitted and ensure that the Clearing Members identified as 
Designated Give Ups are in fact current Clearing Members, as well as 
confirm that the Notification Forms are complete (e.g., contain 
appropriate signatures) and that the Options Clearing Corporation 
(``OCC'') numbers listed for each Clearing Member are accurate.
    As amended, Rule 6.15 would also define the term ``Guarantor'' as a 
Clearing Member that has issued a Letter of Guarantee or Letter of 
Authorization for the executing OTP, pursuant to Rules of the Exchange 
\9\ that is in effect at the time of the execution of the applicable 
trade. An executing OTP may give up its Guarantor without such 
Guarantor being a ``Designated Give Up.'' The Exchange notes that Rule 
6.36 provides that a Letter of Guarantee is required to be issued and 
filed by each Clearing Member through which a Market Maker clears 
transactions. Accordingly, a Market Maker would only be enabled to give 
up a Guarantor that had executed a Letter of Guarantee on its behalf 
pursuant to Rule 6.36. Thus, Market Makers would not identify any 
Designated Give Ups.
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    \9\ See Rule 6.36 (Letters of Guarantee); Rule 6.45 (Letters of 
Authorization).
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    As noted above, amended Rule 6.15 would provide that an OTP may 
give up only (i) the name of a Clearing Member that has previously been 
identified and processed by the Exchange as a Designated Give Up for 
that OTP, if not a Market Maker or (ii) its Guarantor.\10\ This 
proposed requirement would be enforced by the Exchange's trading 
systems. Specifically, the Exchange has configured its trading systems 
to only accept orders from an OTP that identifies a Designated Give Up 
or Guarantor for that OTP and would reject any order entered by an OTP 
that designates a give up that is not at the time a Designated Give Up 
or Guarantor of the OTP.\11\ The Exchange notes that it would notify an 
OTP in writing when an identified Designated Give Up becomes 
``effective'' (i.e., when a Clearing Member that has been identified by 
the OTP as a Designated Give Up has been enabled by the Exchange's 
trading systems to be given up). A Guarantor for an OTP, by virtue of 
having an effective Letter of Authorization or Letter of Guarantee on 
file with the Exchange, would be enabled to be given up for that OTP 
without any further action by the OTP. The Exchange notes that this 
configuration (i.e., the trading system accepting only orders that 
identify a Designated Give Up or Guarantor) is intended to help reduce 
``keypunch errors'' and prevent OTPs from mistakenly giving up the name 
of a

[[Page 48579]]

Clearing Member that it does not have the ability to give up a trade.
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    \10\ As described below, amended Rule 6.15(f) provides that a 
Designated Give Up or Guarantor may, under certain circumstances, 
reject a trade on which it is given up and another Clearing Member 
may agree to accept the subject trade.
    \11\ See id.
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Acceptance of a Trade
    The Exchange proposes in paragraph (e) of amended Rule 6.15 that a 
Designated Give Up and a Guarantor may, in certain circumstances, 
determine not to accept a trade on which its name was given up. If a 
Designated Give Up or Guarantor determines not to accept a trade, the 
proposed Rule would provide that it may reject the trade in accordance 
with the procedures described more fully below under ``Procedures to 
Reject a Trade.''
    As proposed, a Designated Give Up may determine to not accept a 
trade on which its name was given up so long as it believes in good 
faith that it has a valid reason not to accept the trade and follows 
the procedures to reject a trade in proposed paragraph (f) of the 
amended Rule.\12\
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    \12\ An example of a valid reason to reject a trade may be that 
the Designated Give Up does not have a customer for that particular 
trade.
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    The Exchange also proposes to provide that a Guarantor may opt to 
not accept (and thereby reject) a non-Market Maker trade on which its 
name was given up, provided that the following steps are completed: (i) 
Another Clearing Member agrees to be the give up on the trade; (ii) 
that other Clearing Member has notified both the Exchange and executing 
OTP in writing of its intent to accept the trade; and (iii) the 
procedures in Rule 6.15(f) are followed. In addition, the give up must 
be changed to the Clearing Member that has agreed to accept the trade 
in accordance with the procedures in paragraph (f) of Rule 6.15. A 
Guarantor may not reject a trade given up by a Market Maker.
    The Exchange notes that only a Designated Give Up or Guarantor 
whose name was initially given up on a trade is permitted to reject the 
trade, subject to the conditions noted above. The Clearing Member or 
Guarantor that becomes the give up on a rejected trade may not also 
reject the trade.
Procedures To Reject a Trade
    The Exchange proposes to include in amended Rule 6.15 procedures 
that must be followed and completed in order for a Designated Give Up 
or Guarantor \13\ to reject a trade. Specifically, a Designated Give Up 
can only change the give up to (1) another Clearing Member that has 
agreed to be the give up on the subject trade (``New Clearing 
Member''), provided the New Clearing Member has notified the Exchange 
and the executing OTP in writing of its intent to accept the trade in a 
form and manner prescribed by the Exchange (``Give-Up Change Form for 
Accepting Clearing Member''); \14\ or (2) a Guarantor for the executing 
OTP, provided the Designated Give Up has notified the Guarantor in 
writing that it is changing the give up on the trade to the 
Guarantor.\15\ Further, as proposed, a Guarantor, can only reject a 
non-Market Maker trade \16\ for which its name was the initial give up 
by an OTP and change the give up to another Clearing Member that has 
agreed to be the give up on the subject trade, provided the New 
Clearing Member has notified the Exchange and the executing OTP in 
writing of its intent to accept the trade (i.e., by filling out a Give-
Up Change Form for Accepting Clearing Member). A Guarantor that becomes 
the give up on a trade as a result of the Designated Give Up rejecting 
the trade is prohibited from not accepting the trade/rejecting the 
trade. This prohibition would provide finality to the trade and ensure 
that the trade is not repeatedly reassigned from one Clearing Member to 
another.
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    \13\ The Exchange notes that amended Rule 6.15(f) contains rule 
text explicitly describing procedures for Guarantors to reject a 
trade that is not contained in the rule text approved in SR-CBOE-
2014-048. See supra n. 5. The Exchange, however, believes that this 
additional description serves only to clarify, as opposed to alter, 
the procedure approved in SR-CBOE-2014-048.
    \14\ A copy of the proposed Give-Up Change Form for Accepting 
Clearing Member is included with this filing in Exhibit 3. Also, as 
noted above, a New Clearing Member cannot later reject the trade. 
Requiring the New Clearing Member to provide notice to the Exchange 
of its intent to accept the trade and prohibiting the New Clearing 
Member from later rejecting the trade would provide finality to the 
trade and ensure that the trade is not repeatedly reassigned from 
one Clearing Member to another.
    \15\ The Guarantor would not need to notify the Exchange of its 
intent to accept the trade.
    \16\ A Guarantor of an OTP that is a Market Maker may not reject 
a trade for which its name was given up in relation to such Market 
Maker.
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    As proposed, a Guarantor may only reject a non-Market Maker trade 
for which its name was the initial give up by an OTP, if another 
Clearing Member has agreed to be the give up on the trade and has 
notified the Exchange and executing OTP in writing of its intent to 
accept the trade. If a Guarantor of an OTP decides to reject a trade on 
the trade date, it must follow the same procedures to change the give 
up as would be followed by a Designated Give Up. The ability to make 
any changes, either by the Designated Give Up or Guarantor, to the give 
up pursuant to this procedure would end at the Trade Date Cutoff Time.
    Finally, once the give up on a trade has been changed, the 
Designated Give Up or Guarantor making the change must immediately 
thereafter notify, in writing, the Exchange, the parties to the trade, 
and the Clearing Member given up, of the change.
Rejection on Trade Date
    As proposed, a trade may only be rejected on (i) the trade date or 
(ii) the business day following the trade date (``T+1'') (except that 
transactions in expiring options series on the last trading day prior 
to expiration may not be rejected on T+1).
    If, on the trade date, a Designated Give Up decides to reject a 
trade, or another Clearing Member agrees to be the give up on a trade 
for which a Guarantor's name was given up, the Exchange proposes that 
the rejecting Designated Give Up or Guarantor must notify, in writing, 
the executing OTP or its designated agent, as soon as possible and 
attempt to resolve the disputed give up. This requirement puts the 
executing OTP on notice that the give up on the trade may be changed 
and provides the executing OTP and Designated Give Up or Guarantor an 
opportunity to resolve the dispute. The Exchange notes that a 
Designated Give Up or Guarantor may request from the Exchange the 
contact information of the executing OTP or its designated agent for 
any trade it intends to reject.
    Following notification to the executing OTP on the trade date, a 
Designated Give Up or Guarantor may request the ability from the 
Exchange to change the give up on the trade, in a form and manner 
prescribed by the Exchange (``Give-Up Change Form''). A copy of the 
proposed Give-Up Change Form is included with this filing in Exhibit 3. 
Provided that the Exchange is able to process the request prior to the 
trade input cutoff time established by the OCC (or the applicable later 
time if the Exchange receives and is able to process a request to 
extend its time of final trade submission to the OCC) (``Trade Date 
Cutoff Time''), the Exchange would provide the Designated Give Up or 
Guarantor the ability to make the change to the give up on the trade to 
either (1) another Clearing Member or, as applicable, (2) the executing 
OTP's Guarantor.
Rejection on T+1
    The Exchange acknowledges that some clearing firms may not 
reconcile their trades until after the Trade Date Cutoff Time. A 
clearing firm, therefore, may not realize that a valid reason exists to 
not accept a particular trade until after the close of the trading day 
or until the following morning. Accordingly, the Exchange proposes to 
establish a

[[Page 48580]]

procedure for a Designated Give Up or Guarantor of an OTP that is not a 
Market Maker to reject a trade on the following trade day 
(``T+1'').\17\ The Exchange notes that a separate procedure must be 
established for T+1 changes because to effectively change the give up 
on a trade on T+1 an offsetting reversal must occur--as opposed to 
merely identifying a different Clearing Member on the trade.
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    \17\ The Exchange proposes that no changes to the give up on 
trades in expiring options series that take place on the last 
trading day prior to their expiration may take place on T+1. Rather, 
a Designated Give Up or Guarantor may only reject these transactions 
on the trade date until the Trade Date Cutoff Time in accordance 
with the trade date procedures described above.
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    Consistent with amended Rule 6.15(f), a Designated Give Up or 
Guarantor \18\ that wishes to reject a trade on T+1 would have to 
notify the executing OTP, in writing, to try to attempt and resolve the 
dispute. In addition, a Designated Give Up or Guarantor may contact the 
Exchange and request the ability to reject the trade on T+1. Provided 
that the Exchange is receives the request prior to 12:00 p.m. (ET) on 
T+1 (``T+1 Cutoff Time''), the Exchange would provide the Designated 
Give Up or Guarantor the ability to enter trade records into the 
Exchange's systems that would effect a transfer of the trade to another 
Clearing Member. As noted above, if a New Clearing Member agrees to the 
give up on a trade, it would be required to inform the Exchange of its 
acceptance via the Give-Up Change Form for Accepting Clearing Members. 
A Guarantor that becomes the new give up on T+1 would not need to 
notify the Exchange of its intent to accept the trade, nor would it 
need to submit any notification or form. The Designated Give Up 
however, would be required to provide written notice to the Guarantor 
that it will be making this change on T+1. The Exchange notes that the 
ability for either a Designated Give Up or Guarantor to make these 
changes would end at the T+1 Cutoff Time and would provide finality and 
certainty as to which Clearing Member will be the give up on the 
subject trade.
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    \18\ The Exchange again notes that, as proposed, only a 
Guarantor whose name was initially given up is permitted to reject a 
trade (i.e., a Guarantor cannot reject a trade on T+1 for which it 
has become the give up as a result of a Designated Give Up not 
accepting the trade).
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    In addition, once any change to the give up has been made, the 
Designated Give Up or Guarantor making the change would be required to 
immediately thereafter notify, in writing, the Exchange, the parties to 
the trade and the Clearing Member given up, of the change.
    As discussed above, the Exchange proposes to allow OTPs that are 
not Market Makers to identify any Clearing Member as a Designated Give 
Up. The Exchange's proposal does not permit a Clearing Member to 
provide the Exchange instructions to prohibit a particular OTP from 
giving up the Clearing Member's name. This limitation prevents the 
Exchange from being placed in the position of arbiter among a Clearing 
Member, an OTP and a customer. The Exchange recognizes, however, that 
OTPs should not be given the ability to give up any Clearing Member 
without also providing a method of recourse to those Clearing Members 
which, for the prescribed reasons discussed above,\19\ should not be 
obligated to clear certain trades for which they are given up. 
Accordingly, the Exchange is proposing to provide Designated Give Ups 
and Guarantors the ability to reject a trade, provided each has a good 
faith basis for doing so. Ultimately, however, the trade must clear 
with a clearing firm and there must be finality to the trade. The 
Exchange believes that the executing OTP's Guarantor, absent a Clearing 
Member that agrees to accept the trade, should become the give up on 
any trade which a Designated Give Up determines to reject in accordance 
with these proposed rule provisions, because the Guarantor, by virtue 
of having issued a Letter of Guarantee or Letter of Authorization, has 
already accepted financial responsibility for all Exchange transactions 
made by the executing OTP. The Exchange, however, does not want to 
prevent a Clearing Member that agrees to accept the trade from being 
able to do so, and accordingly, the Exchange also provides that a New 
Clearing Member may become the give up on a trade in accordance with 
the procedure discussed above.
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    \19\ See supra n. 12.
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Other Give Up Changes
    The Exchange proposes to modify the text of Rule 6.66(a), related 
to the give up requirement for OTPs, to simply cross reference amended 
Rule 6.15 given the detailed give up process proposed by the Exchange 
in that Rule.
    The Exchange also proposes in paragraph (g) of amended Rule 6.15 
three scenarios in which a give up on a transaction may be changed 
without Exchange involvement. First, if an executing OTP has the 
ability through an Exchange system to do so, it could change the give 
up on a trade to another Designated Give Up or its Guarantor. The 
Exchange notes that OTPs often make these changes when, for example, 
there is a keypunch error (i.e., an error that involves the erroneous 
entry of an intended clearing firm's OCC clearing number). The ability 
of the executing OTP to make any such change would end at the Trade 
Date Cutoff Time.\20\
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    \20\ After that time, the OTP would no longer have the ability 
to make this type of change, as the trade will have been submitted 
to OCC.
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    Next, the modified rule would provide that, if a Designated Give Up 
has the ability to do so, it may change the give up on a transaction 
for which it was given up to (i) another Clearing Member affiliated 
with the Designated Give Up or (ii) a Clearing Member for which the 
Designated Give Up is a back office agent. The ability to make such a 
change would end at the Trade Date Cutoff Time. The procedures to 
reject a trade, as set forth in proposed subparagraph (f) of Rule 6.15 
and described above, would not apply in these instances. The Exchange 
notes that often Clearing Members themselves have the ability to change 
a give up on a trade for which it was given up to another Clearing 
Member affiliate or Clearing Member for which the Designated Give Up is 
a back office agent. Therefore, Exchange involvement in these instances 
is not necessary.
    In addition, the proposed rule provides that if both a Designated 
Give Up or Guarantor and a Clearing Member have the ability through an 
Exchange system to do so, the Designated Give Up or Guarantor and 
Clearing Member may each enter trade records into the Exchange's 
systems on T+1 that would effect a transfer of the trade in a non-
expired option series from that Designated Give Up to that Clearing 
Member. Likewise, if a Guarantor of an OTP trade (that is not a Market 
Maker trade) and a Clearing Member have the ability through an Exchange 
system to do so, the Guarantor and Clearing Member may each enter trade 
records into the Exchange's systems on T+1 that would effect a transfer 
of the trade in a non-expired option series from that Guarantor to that 
Clearing Member. The Designated Give Up or Guarantor could not make any 
such change after the T+1 Cutoff Time. The Exchange notes that a 
Designated Give Up (or Guarantor) must notify, in writing, the Exchange 
and all the parties to the trade, of any such change made pursuant to 
this provision. This notification alerts the parties and the Exchange 
that a change to the give up has been made. Finally, the Designated 
Give Up (or Guarantor) would be responsible for monitoring the trade 
and ensuring that the other Clearing Member has entered its side of the 
transaction timely and correctly. If

[[Page 48581]]

either a Designated Give Up (or Guarantor) or Clearing Member cannot 
themselves enter trade records into the Exchange's systems to effect a 
transfer of the trade from one to the other, the Designated Give Up (or 
Guarantor) may request the ability from the Exchange to enter both 
sides of the transaction in accordance with amended Rule 6.15 and 
pursuant to the procedures set forth in subparagraph (f)(3) of that 
Rule.
Responsibility
    The Exchange proposes in paragraph (h) of amended Rule 6.15 to 
state that a Clearing Member would be financially responsible for all 
trades for which it is the give up at the Applicable Cutoff Time (for 
purposes of the proposed rule, the ``Applicable Cutoff Time'' shall 
refer to the T+1 Cutoff Time for non-expiring option series and to the 
Trade Date Cutoff Time for expiring option series). The Exchange notes, 
however, that nothing in the proposed rule shall preclude a different 
party from being responsible for the trade outside of the Rules of the 
Exchange pursuant to OCC Rules, any agreement between the applicable 
parties, other applicable rules and regulations, arbitration, court 
proceedings or otherwise.\21\ Moreover, in processing a request to 
provide a Designated Give Up the ability to change a give up on a 
trade, the Exchange would not consider or validate whether the 
Designated Give Up has satisfied the requirements of this Rule in 
relation to having a good faith belief that it has a valid reason not 
to accept a trade or having notified the executing OTP and attempting 
to resolve the disputed give up prior to changing the give up. Rather, 
upon request, the Exchange would always provide a Designated Give Up or 
Guarantor the ability to change the give up or to reject a trade 
pursuant to the proposed Rule so long as the Designated Give Up or 
Guarantor, and New Clearing Member, if applicable, have provided a 
completed set of give up Change Forms within the prescribed time 
period.
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    \21\ See proposed Commentary .01 to Rule 6.15 (``Nothing herein 
will be deemed to preclude the clearance of Exchange transactions by 
a non-OTP Holder or non-OTP Firm pursuant to the By-Laws of the 
Options Clearing Corporation so long as a Clearing Member who is a 
OTP Holder or OTP Firm is also designated as having responsibility 
under these Rules for the clearance and comparison of such 
transactions.'').
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    The Exchange notes that given the inherent time constraints in 
making a change to a give up on a transaction, the Exchange would not 
be able to adequately consider the above-mentioned requirements and 
make a determination within the prescribed period of time. Rather, the 
Exchange would examine trades for which a give up was changed pursuant 
to subparagraphs (e) and (f) after the fact to ensure compliance with 
the requirements set forth in amended Rule 6.15. Particularly, the 
Exchange notes that the give up Change Forms that Designated Give Ups, 
Guarantors and New Clearing Members must submit, would help to ensure 
that the Exchange obtains, in a uniform format, the information that it 
needs to monitor and regulate this Rule and these give up changes in 
particular. This information, for example, would better allow the 
Exchange to determine whether the Designated Give Up had a valid reason 
to reject the trade, as well as assist the Exchange in cross checking 
and confirming that what the Designated Give Up or Guarantor said it 
was going to do is what it actually did (e.g., check that the New 
Clearing Member identified in the give up Change Form was the Clearing 
Member that actually was identified on the trade as the give up). 
Additionally, the proposed Rule does not preclude these factors from 
being considered in a different forum (e.g., court or arbitration), nor 
does it preclude any Clearing Member that violates any provision of 
amended Rule 6.15 from being subject to discipline in accordance with 
Exchange rules.
    Finally, the Exchange proposes to eliminate language in Rule 6.79 
that addresses the financial responsibility of transactions clearing 
through Clearing Members. Under the proposal, financial responsibility 
would be addressed and clarified in amended Rule 6.15, and as such, the 
Exchange believes this language in Rule 6.79 is unnecessary.\22\
---------------------------------------------------------------------------

    \22\ The Exchange also proposes to capitalize the two references 
to ``clearing member'' in this rule to signify the defined term, 
which the Exchange believes would add clarity and consistency to 
Exchange rules.
---------------------------------------------------------------------------

Implementation
    The Exchange proposes to announce the implementation of the 
proposed rule change via Trader Update, to be published no later than 
thirty (30) days following the effectiveness of this proposal. The 
implementation date will be no sooner than fourteen (14) day and no 
later than thirty (30) days following publication of the Trader Update. 
This additional time would afford the Exchange and OTPs the time to 
submit and process the forms required under the proposed rule.
2. Statutory Basis
    The Exchange believes that the proposed change is consistent with 
Section 6(b) of the Act,\23\ in general, and furthers the objectives of 
Section 6(b)(5),\24\ in particular, in that it is designed to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitation transactions 
in securities, to remove impediments to, and perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest. Additionally, the Exchange believes the proposed rule 
change is consistent with the Section 6(b)(5) \25\ requirement that the 
rules of an exchange not be designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b).
    \24\ 15 U.S.C. 78f(b)(5).
    \25\ Id.
---------------------------------------------------------------------------

    First, detailing in the rules how OTPs would give up Clearing 
Members and how Clearing Members may ``reject'' a trade provides 
transparency and operational certainty. The Exchange believes 
additional transparency removes a potential impediment to, and would 
contribute to perfecting, the mechanism for a free and open market and 
a national market system, and, in general, would protect investors and 
the public interest. Moreover, the Exchange notes that amended Rule 
6.15 requires OTPs to adhere to a standardized process to ensure a 
seamless administration of the Rule. For example, all notifications 
relating to a change in give up must be made in writing. The Exchange 
believes that these requirements will aid the Exchange's efforts to 
monitor and regulate OTPs and Clearing Members as they relate to 
amended Rule 6.15 and changes in give ups, thereby protecting investors 
and the public interest.
    Additionally, the Exchange believes that its proposed give up rule 
strikes the right balance between the various views and interests of 
market participants. For example, although the rule allows OTPs that 
are not Market Makers to identify any Clearing Member as a Designated 
Give Up, it also provides that OTPs would receive notice of any OTP 
that has designated it as a Designated Give Up and provides for a 
procedure for a Clearing Member to ``reject'' a trade in accordance 
with the Rules, both on the trade date and T+1.
    The Exchange recognizes that OTPs should not be given the ability 
to give up any Clearing Members without also providing a method of 
recourse to those Clearing Members which, for the prescribed reasons 
discussed above, should not be obligated to clear certain

[[Page 48582]]

trades for which they are given up. The Exchange believes that 
providing Designated Give Ups the ability to reject a trade within a 
reasonable amount of time is consistent with the Act as, pursuant to 
the proposed rule, the Designated Give Ups may only do so if they have 
a valid reason and because ultimately, the trade can always be assigned 
to the Guarantor of the executing OTP if a New Clearing Firm is not 
willing to step in and accept the trade. A trade must clear with a 
clearing firm and there must be finality to the trade. Absent a New 
Clearing Member that agrees to accept the trade, the Exchange believes 
that the executing OTP's Guarantor should become the give up on any 
trade that a Designated Give Up determines to reject, in accordance 
with the proposed rule provisions, because the Guarantor, by virtue of 
having issued a Letter of Guarantee or Letter of Authorization, has 
already accepted financial responsibility for all Exchange transactions 
made by the executing OTP. Therefore, Rule 6.15, as modified, is 
reasonable and provides certainty that a Clearing Member will always be 
responsible for a trade, which protects investors and the public 
interest.
    The Exchange notes that amended Rule 6.15 does not preclude a 
different party than the party given up from being responsible for the 
trade outside of the Rules of the Exchange, pursuant to OCC Rules, any 
agreement between the applicable parties, other applicable rules and 
regulations, arbitration, court proceedings or otherwise. The Exchange 
acknowledges that it would not consider whether the Designated Give Up 
has satisfied the requirements of this Rule in relation to having a 
good faith belief that it has a valid reason not to accept a trade or 
having notified the executing OTP and attempting to resolve the 
disputed give up prior to changing the give up, due to inherent time 
restrictions. However, the Exchange believes investor and public 
interest are still protected as the Exchange will still examine trades 
for which a give up was changed pursuant to subparagraphs (e) and (f) 
of amended Rule 6.15 after the fact to ensure compliance with the 
requirements set forth in the Rule. As noted above, the implementation 
of a standardized process and the requirement that certain notices be 
in writing would assist monitoring any give up changes and enforcing 
amended Rule 6.15.
    Further, the Exchange notes that the Rule does not preclude these 
factors from being considered in a different forum (e.g., court or 
arbitration) nor does it preclude any OTP or Clearing Member that 
violates any provision of amended Rule 6.15 from being subject to 
discipline by the Exchange.
    Finally, the Exchange believes that making non-substantive, 
technical corrections to the rule text (i.e., capitalizing the defined 
term ``clearing member'') would add clarity and consistency to Exchange 
rules to the benefit of investors and the general public.

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

    The Exchange does not believe that this proposed rule change would 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange does not believe 
that the proposed rule change would impose an unnecessary burden on 
intramarket competition because it would apply equally to all similarly 
situated OTPs. The Exchange also notes that, should the proposed 
changes make the Exchange more attractive for trading, market 
participants trading on other exchanges can always elect to become OTPs 
on the Exchange to take advantage of the trading opportunities. In 
addition, as noted above, the Exchange believes the proposed rule 
change is pro-competitive and would allow the Exchange to compete more 
effectively with other options exchanges that have already adopted 
changes to their give up process that are substantially identical to 
the changes proposed by this filing.\26\
---------------------------------------------------------------------------

    \26\ See supra n. 5.
---------------------------------------------------------------------------

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 proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \27\ and Rule 19b-4(f)(6) 
thereunder.\28\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the 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.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \29\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\30\ 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 proposal 
may become operative immediately upon filing. The Commission believes 
that waiver of the operative delay is consistent with the protection of 
investors and the public interest because the proposal is substantially 
similar to that of another exchange that has been approved by the 
Commission.\31\ Waiver of the 30-day operative delay will allow the 
Exchange to implement the proposed rule change, which is designed to 
bring greater operational certainty and efficiency to the give up 
process, in accordance with the implementation schedule outlined above. 
Therefore, the Commission designates the proposed rule change to be 
operative upon filing.\32\
---------------------------------------------------------------------------

    \29\ 17 CFR 240.19b-4(f)(6).
    \30\ 17 CFR 240.19b-4(f)(6)(iii).
    \31\ See supra n. 5.
    \32\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of 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) \33\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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 (http://www.sec.gov/rules/sro.shtml); or

[[Page 48583]]

     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2015-65 on the subject line.

Paper comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2015-65. 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 Web site (http://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 Web site 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 such filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2015-65 and should 
be submitted on or before September 3, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-19871 Filed 8-12-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                               Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices                                                48577

                                              C. Self-Regulatory Organization’s                         Internet Web site (http://www.sec.gov/                below, which Items have been prepared
                                              Statement on Comments on the                              rules/sro.shtml). Copies of the                       by the self-regulatory organization. The
                                              Proposed Rule Change Received From                        submission, all subsequent                            Commission is publishing this notice to
                                              Members, Participants, or Others                          amendments, all written statements                    solicit comments on the proposed rule
                                                Written comments were neither                           with respect to the proposed rule                     change from interested persons.
                                              solicited nor received on the proposed                    change that are filed with the
                                                                                                        Commission, and all written                           I. Self-Regulatory Organization’s
                                              rule change.
                                                                                                        communications relating to the                        Statement of the Terms of Substance of
                                              III. Date of Effectiveness of the                         proposed rule change between the                      the Proposed Rule Change
                                              Proposed Rule Change and Timing for                       Commission and any person, other than
                                              Commission Action                                         those that may be withheld from the                     The Exchange proposes to amend
                                                                                                        public in accordance with the                         Rule 6.15 to establish Exchange rules
                                                 Because the foregoing proposed rule
                                                                                                        provisions of 5 U.S.C. 552, will be                   governing the give up of a Clearing
                                              change does not: (i) Significantly affect
                                                                                                        available for Web site viewing and                    Member by Options Trading Permit
                                              the protection of investors or the public
                                              interest; (ii) impose any significant                     printing in the Commission’s Public                   Holders and OTP Firms and proposes
                                              burden on competition; and (iii) become                   Reference Room, 100 F Street NE.,                     conforming changes to Rules 6.66 and
                                              operative for 30 days from the date on                    Washington, DC 20549 on official                      6.79. The text of the proposed rule
                                              which it was filed, or such shorter time                  business days between the hours of                    change is available on the Exchange’s
                                              as the Commission may designate, it has                   10:00 a.m. and 3:00 p.m. Copies of the                Web site at www.nyse.com, at the
                                              become effective pursuant to Section                      filing also will be available for                     principal office of the Exchange, and at
                                              19(b)(3)(A) of the Act 13 and Rule 19b–                   inspection and copying at the principal               the Commission’s Public Reference
                                              4(f)(6) thereunder.14 The examination                     office of the MSRB. All comments                      Room.
                                              content outlines for the Series 51, Series                received will be posted without change;
                                                                                                        the Commission does not edit personal                 II. Self-Regulatory Organization’s
                                              52 and Series 53 examinations and the                                                                           Statement of the Purpose of, and
                                              Series 52 selection specifications will                   identifying information from
                                                                                                        submissions. You should submit only                   Statutory Basis for, the Proposed Rule
                                              become operative on August 31, 2015.
                                                 At any time within 60 days of the                      information that you wish to make                     Change
                                              filing of the proposed rule change, the                   available publicly. All submissions
                                                                                                                                                                In its filing with the Commission, the
                                              Commission summarily may                                  should refer to File Number SR–MSRB–
                                                                                                                                                              self-regulatory organization included
                                              temporarily suspend such rule change if                   2015–07 and should be submitted on or
                                                                                                        before September 3, 2015.                             statements concerning the purpose of,
                                              it appears to the Commission that such                                                                          and basis for, the proposed rule change
                                              action is necessary or appropriate in the                    For the Commission, pursuant to delegated          and discussed any comments it received
                                              public interest, for the protection of                    authority.15
                                                                                                                                                              on the proposed rule change. The text
                                              investors, or otherwise in furtherance of                 Jill M. Peterson,
                                                                                                                                                              of those statements may be examined at
                                              the purposes of the Act.                                  Assistant Secretary.                                  the places specified in Item IV below.
                                              IV. Solicitation of Comments                              [FR Doc. 2015–19874 Filed 8–12–15; 8:45 am]           The Exchange has prepared summaries,
                                                                                                        BILLING CODE 8011–01–P                                set forth in sections A, B, and C below,
                                                Interested persons are invited to
                                              submit written data, views, and                                                                                 of the most significant parts of such
                                              arguments concerning the foregoing,                                                                             statements.
                                                                                                        SECURITIES AND EXCHANGE
                                              including whether the proposed rule                       COMMISSION                                            A. Self-Regulatory Organization’s
                                              change is consistent with the Act.                                                                              Statement of the Purpose of, and the
                                              Comments may be submitted by any of                       [Release No. 34–75641; File No. SR–
                                                                                                        NYSEArca–2015–65]                                     Statutory Basis for, the Proposed Rule
                                              the following methods:
                                                                                                                                                              Change
                                              Electronic Comments                                       Self-Regulatory Organizations; NYSE
                                                                                                        Arca, Inc.; Notice of Filing and                      1. Purpose
                                                • Use the Commission’s Internet
                                              comment form (http://www.sec.gov/                         Immediate Effectiveness of Proposed                      The Exchange proposes to amend
                                              rules/sro.shtml); or                                      Rule Change Amending Rule 6.15 To
                                                                                                                                                              Rule 6.15 to establish Exchange rules
                                                • Send an email to rule-comments@                       Establish Exchange Rules Governing
                                                                                                                                                              governing the ‘‘give up’’ of a Clearing
                                              sec.gov. Please include File Number SR–                   the Give Up of a Clearing Member by
                                                                                                                                                              Member 4 by Options Trading Permit
                                              MSRB–2015–07 on the subject line.                         Options Trading Permit Holders and
                                                                                                        OTP Firms and Conforming Changes                      Holders and OTP Firms (each an
                                              Paper Comments                                            to Rules 6.66 and 6.79                                ‘‘OTP,’’ collectively, ‘‘OTPs’’). In
                                                                                                                                                              addition, the Exchange proposes
                                                • Send paper comments in triplicate                     August 7, 2015.                                       changes to Rules 6.66 and 6.79 to reflect
                                              to Secretary, Securities and Exchange                        Pursuant to Section 19(b)(1) 1 of the              proposed amendments to Rule 6.15. The
                                              Commission, 100 F Street NE.,                             Securities Exchange Act of 1934 (the                  Exchange believes that this proposal to
                                              Washington, DC 20549.                                     ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                include the give-up process in Exchange
                                              All submissions should refer to File                      notice is hereby given that, on July 27,              rules would result in the fair and
                                              Number SR–MSRB–2015–07. This file                         2015, NYSE Arca, Inc. (the ‘‘Exchange’’               reasonable use of resources by both the
                                              number should be included on the                          or ‘‘NYSE Arca’’) filed with the                      Exchange and OTPs. In addition, the
                                              subject line if email is used. To help the                Securities and Exchange Commission                    proposed change would align the
tkelley on DSK3SPTVN1PROD with NOTICES




                                              Commission process and review your                        (the ‘‘Commission’’) the proposed rule                Exchange with competing options
                                              comments more efficiently, please use                     change as described in Items I and II
                                              only one method. The Commission will
                                                                                                                                                                4 Rule 6.1(3) defines ‘‘Clearing Member’’ as an
                                              post all comments on the Commission’s                       15 17 CFR 200.30–3(a)(12).                          Exchange OTP Firm or OTP Holder which has been
                                                                                                          1 15 U.S.C.78s(b)(1).                               admitted to membership in the Options Clearing
                                                13 15   U.S.C. 78s(b)(3)(A).                              2 15 U.S.C. 78a.
                                                                                                                                                              Corporation pursuant to the provisions of the Rules
                                                14 17   CFR 240.19b–4(f)(6).                              3 17 CFR 240.19b–4.                                 of the Options Clearing Corporation.



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                                              48578                       Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices

                                              exchanges that have recently adopted                    the give up procedure for OTPs                           (‘‘OCC’’) numbers listed for each
                                              rules consistent with this proposal.5                   executing transactions on the Exchange,                  Clearing Member are accurate.
                                                 By way of background, to enter                       and to re-title this rule ‘‘Give Up of a                    As amended, Rule 6.15 would also
                                              transactions on the Exchange, an OTP                    Clearing Member.’’ 7 As amended, Rule                    define the term ‘‘Guarantor’’ as a
                                              must either be a Clearing Member or                     6.15 would provide that an OTP may                       Clearing Member that has issued a
                                              must have a Clearing Member agree to                    only give up a ‘‘Designated Give Up’’ or                 Letter of Guarantee or Letter of
                                              accept financial responsibility for all of              its ‘‘Guarantor,’’ as those roles would be               Authorization for the executing OTP,
                                              its transactions. Specifically, Rule 6.15               defined in the Rule.                                     pursuant to Rules of the Exchange 9 that
                                              provides that every Clearing Member                        Specifically, amended Rule 6.15                       is in effect at the time of the execution
                                              will be responsible for the clearance of                would introduce and define the term                      of the applicable trade. An executing
                                              Exchange option transactions of each                    ‘‘Designated Give Up’’ as any Clearing                   OTP may give up its Guarantor without
                                              OTP that gives up the Clearing                          Member that an OTP (other than a                         such Guarantor being a ‘‘Designated
                                              Member’s name in an Exchange option                     Market Maker) 8 identifies to the                        Give Up.’’ The Exchange notes that Rule
                                              transaction, provided the clearing                      Exchange, in writing, as a Clearing                      6.36 provides that a Letter of Guarantee
                                              member has authorized such member or                    Member the OTP requests the ability to                   is required to be issued and filed by
                                              member organization to give up its                      give up. To designate a ‘‘Designated                     each Clearing Member through which a
                                              name with respect to Exchange option                    Give Up,’’ an OTP must submit written                    Market Maker clears transactions.
                                              transactions. Similarly, Rule 6.79                      notification to the Exchange, in a form                  Accordingly, a Market Maker would
                                              provides, in relevant part, that every                  and manner prescribed by the Exchange                    only be enabled to give up a Guarantor
                                              Clearing Member will be responsible for                                                                          that had executed a Letter of Guarantee
                                                                                                      (‘‘Notification Form’’). A copy of the
                                              the clearance of Exchange transactions                                                                           on its behalf pursuant to Rule 6.36.
                                                                                                      proposed Notification Form is included
                                              of each OTP that gives up the Clearing                                                                           Thus, Market Makers would not identify
                                                                                                      with this filing in Exhibit 3. Similarly,
                                              Member’s name pursuant to a Letter of                                                                            any Designated Give Ups.
                                                                                                      should an OTP no longer want the                            As noted above, amended Rule 6.15
                                              Authorization, Letter of Guarantee, or                  ability to give up a particular Designated
                                              other authorization given by the                                                                                 would provide that an OTP may give up
                                                                                                      Give Up, as proposed, the OTP would                      only (i) the name of a Clearing Member
                                              Clearing Member to the executing OTP.                   have to submit written notification to
                                              In addition, Rule 6.66(a) (Order                                                                                 that has previously been identified and
                                                                                                      the Exchange, in a form and manner                       processed by the Exchange as a
                                              Identification) provides that for each                  prescribed by the Exchange.
                                              transaction in which an OTP                                                                                      Designated Give Up for that OTP, if not
                                              participates, the OTP must give up the                     The Exchange notes that, as proposed,                 a Market Maker or (ii) its Guarantor.10
                                              name of the Clearing Member through                     an OTP may designate any Clearing                        This proposed requirement would be
                                              whom the transaction will be cleared.                   Member as a Designated Give Up.                          enforced by the Exchange’s trading
                                              The Exchange has determined that it                     Additionally, there would be no                          systems. Specifically, the Exchange has
                                              would be beneficial to amend Rule 6.15                  minimum or maximum number of                             configured its trading systems to only
                                              and specify in detail the give-up process               Designated Give Ups that an OTP must                     accept orders from an OTP that
                                              and to modify Rules 6.66 and 6.79, as                   identify. The Exchange would notify a                    identifies a Designated Give Up or
                                              described below. The Exchange believes                  Clearing Member, in writing and as soon                  Guarantor for that OTP and would reject
                                              the proposed changes would result in a                  as practicable, of each OTP that has                     any order entered by an OTP that
                                              more comprehensive streamlined give                     identified it as a Designated Give Up.                   designates a give up that is not at the
                                              up process.                                             The Exchange, however, would not                         time a Designated Give Up or Guarantor
                                                                                                      accept any instructions, and would not                   of the OTP.11 The Exchange notes that
                                              Designated Give Ups and Guarantors                      give effect to any previous instructions,                it would notify an OTP in writing when
                                                The Exchange proposes to amend                        from a Clearing Member not to permit                     an identified Designated Give Up
                                              current Rule 6.15 by replacing the                      an OTP to designate the Clearing                         becomes ‘‘effective’’ (i.e., when a
                                              current rule text 6 with details regarding              Member as a Designated Give Up.                          Clearing Member that has been
                                                                                                      Further, the Exchange notes that there is                identified by the OTP as a Designated
                                                 5 See Securities and Exchange Act Release No.        no subjective evaluation of an OTP’s list                Give Up has been enabled by the
                                              72668 (July 24, 2014), 79 FR 44229 (July 30, 2014)      of proposed Designated Give Ups by the                   Exchange’s trading systems to be given
                                              (SR–CBOE–2014–048) (order approving proposed            Exchange. Rather, the Exchange
                                              rule change relating to the ‘‘give up’’ process, the
                                                                                                                                                               up). A Guarantor for an OTP, by virtue
                                              process by which a Trading Permit Holder ‘‘gives        proposes to process each list as                         of having an effective Letter of
                                              up’’ or selects and indicates the Clearing Trading      submitted and ensure that the Clearing                   Authorization or Letter of Guarantee on
                                              Permit Holder responsible for the clearance of an       Members identified as Designated Give                    file with the Exchange, would be
                                              Exchange transaction). See also Securities Exchange     Ups are in fact current Clearing
                                              Act Release No. 72325 (June 5, 2014), 79 FR 33614
                                                                                                                                                               enabled to be given up for that OTP
                                              (June 11, 2014) (Notice). The Exchange notes that       Members, as well as confirm that the                     without any further action by the OTP.
                                              this proposal is a copycat filing, which is             Notification Forms are complete (e.g.,                   The Exchange notes that this
                                              substantially similar in all material respects to the   contain appropriate signatures) and that                 configuration (i.e., the trading system
                                              give-up process approved on CBOE, except as noted       the Options Clearing Corporation
                                              herein. See infra n. 13 (regarding rule text in
                                                                                                                                                               accepting only orders that identify a
                                              amended Rule 6.15(f) explicitly describing                                                                       Designated Give Up or Guarantor) is
                                              procedures for Guarantors to reject a trade).              7 As discussed below, proposed paragraph (h) of       intended to help reduce ‘‘keypunch
                                                 6 See Rule 6.15 (Responsibility of Clearing OTP      amended Rule 6.15 addresses and clarifies the            errors’’ and prevent OTPs from
                                              Holders and OTP Firms for Exchange Option               financial responsibility of Clearing Members, and,
                                                                                                      as such, the Exchange believes the original rule text
                                                                                                                                                               mistakenly giving up the name of a
                                              Transactions) (‘‘Every OTP Holder and OTP Firm
                                              which is a clearing member of the Options Clearing      is rendered unnecessary.
tkelley on DSK3SPTVN1PROD with NOTICES




                                                                                                                                                                 9 See Rule 6.36 (Letters of Guarantee); Rule 6.45
                                              Corporation shall be responsible for the clearance         8 For purposes of this rule, references to ‘‘Market

                                              of the Exchange option transactions of such OTP         Maker’’ refer to OTPs acting in the capacity of a        (Letters of Authorization).
                                                                                                                                                                 10 As described below, amended Rule 6.15(f)
                                              Holder and OTP Firm and of each OTP Holder and          Market Maker and include all Exchange Market
                                              OTP Firm which gives up the name of such clearing       Maker capacities e.g., Lead Market Makers. As            provides that a Designated Give Up or Guarantor
                                              member in an Exchange option transaction,               explained below, Market Makers give up Guarantors        may, under certain circumstances, reject a trade on
                                              provided the clearing member has authorized such        that have executed a Letter of Guarantee on behalf       which it is given up and another Clearing Member
                                              OTP Holder and OTP Firm to give up its name with        of the Marker Maker, pursuant to Rule 6.36; Market       may agree to accept the subject trade.
                                              respect to Exchange option transactions.’’).            Makers need not give up Designated Give Ups.               11 See id.




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                                                                           Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices                                              48579

                                              Clearing Member that it does not have                    Specifically, a Designated Give Up can                  Up or Guarantor making the change
                                              the ability to give up a trade.                          only change the give up to (1) another                  must immediately thereafter notify, in
                                                                                                       Clearing Member that has agreed to be                   writing, the Exchange, the parties to the
                                              Acceptance of a Trade
                                                                                                       the give up on the subject trade (‘‘New                 trade, and the Clearing Member given
                                                 The Exchange proposes in paragraph                    Clearing Member’’), provided the New                    up, of the change.
                                              (e) of amended Rule 6.15 that a                          Clearing Member has notified the
                                              Designated Give Up and a Guarantor                                                                               Rejection on Trade Date
                                                                                                       Exchange and the executing OTP in
                                              may, in certain circumstances,                           writing of its intent to accept the trade                  As proposed, a trade may only be
                                              determine not to accept a trade on                       in a form and manner prescribed by the                  rejected on (i) the trade date or (ii) the
                                              which its name was given up. If a                        Exchange (‘‘Give-Up Change Form for                     business day following the trade date
                                              Designated Give Up or Guarantor                          Accepting Clearing Member’’); 14 or (2) a               (‘‘T+1’’) (except that transactions in
                                              determines not to accept a trade, the                    Guarantor for the executing OTP,                        expiring options series on the last
                                              proposed Rule would provide that it                      provided the Designated Give Up has                     trading day prior to expiration may not
                                              may reject the trade in accordance with                  notified the Guarantor in writing that it               be rejected on T+1).
                                              the procedures described more fully                      is changing the give up on the trade to                    If, on the trade date, a Designated
                                              below under ‘‘Procedures to Reject a                     the Guarantor.15 Further, as proposed, a                Give Up decides to reject a trade, or
                                              Trade.’’                                                 Guarantor, can only reject a non-Market                 another Clearing Member agrees to be
                                                 As proposed, a Designated Give Up                     Maker trade 16 for which its name was                   the give up on a trade for which a
                                              may determine to not accept a trade on                   the initial give up by an OTP and                       Guarantor’s name was given up, the
                                              which its name was given up so long as                   change the give up to another Clearing                  Exchange proposes that the rejecting
                                              it believes in good faith that it has a                  Member that has agreed to be the give                   Designated Give Up or Guarantor must
                                              valid reason not to accept the trade and                 up on the subject trade, provided the                   notify, in writing, the executing OTP or
                                              follows the procedures to reject a trade                 New Clearing Member has notified the                    its designated agent, as soon as possible
                                              in proposed paragraph (f) of the                         Exchange and the executing OTP in                       and attempt to resolve the disputed give
                                              amended Rule.12                                          writing of its intent to accept the trade               up. This requirement puts the executing
                                                 The Exchange also proposes to                         (i.e., by filling out a Give-Up Change                  OTP on notice that the give up on the
                                              provide that a Guarantor may opt to not                  Form for Accepting Clearing Member).                    trade may be changed and provides the
                                              accept (and thereby reject) a non-Market                 A Guarantor that becomes the give up                    executing OTP and Designated Give Up
                                              Maker trade on which its name was                        on a trade as a result of the Designated                or Guarantor an opportunity to resolve
                                              given up, provided that the following                    Give Up rejecting the trade is prohibited               the dispute. The Exchange notes that a
                                              steps are completed: (i) Another                         from not accepting the trade/rejecting                  Designated Give Up or Guarantor may
                                              Clearing Member agrees to be the give                    the trade. This prohibition would                       request from the Exchange the contact
                                              up on the trade; (ii) that other Clearing                provide finality to the trade and ensure                information of the executing OTP or its
                                              Member has notified both the Exchange                    that the trade is not repeatedly                        designated agent for any trade it intends
                                              and executing OTP in writing of its                      reassigned from one Clearing Member to                  to reject.
                                              intent to accept the trade; and (iii) the                another.                                                   Following notification to the
                                              procedures in Rule 6.15(f) are followed.                    As proposed, a Guarantor may only                    executing OTP on the trade date, a
                                              In addition, the give up must be                         reject a non-Market Maker trade for                     Designated Give Up or Guarantor may
                                              changed to the Clearing Member that                      which its name was the initial give up                  request the ability from the Exchange to
                                              has agreed to accept the trade in                        by an OTP, if another Clearing Member                   change the give up on the trade, in a
                                              accordance with the procedures in                        has agreed to be the give up on the trade               form and manner prescribed by the
                                              paragraph (f) of Rule 6.15. A Guarantor                  and has notified the Exchange and                       Exchange (‘‘Give-Up Change Form’’). A
                                              may not reject a trade given up by a                     executing OTP in writing of its intent to               copy of the proposed Give-Up Change
                                              Market Maker.                                            accept the trade. If a Guarantor of an                  Form is included with this filing in
                                                 The Exchange notes that only a                        OTP decides to reject a trade on the                    Exhibit 3. Provided that the Exchange is
                                              Designated Give Up or Guarantor whose                    trade date, it must follow the same                     able to process the request prior to the
                                              name was initially given up on a trade                   procedures to change the give up as                     trade input cutoff time established by
                                              is permitted to reject the trade, subject                would be followed by a Designated Give                  the OCC (or the applicable later time if
                                              to the conditions noted above. The                       Up. The ability to make any changes,                    the Exchange receives and is able to
                                              Clearing Member or Guarantor that                        either by the Designated Give Up or                     process a request to extend its time of
                                              becomes the give up on a rejected trade                  Guarantor, to the give up pursuant to                   final trade submission to the OCC)
                                              may not also reject the trade.                           this procedure would end at the Trade                   (‘‘Trade Date Cutoff Time’’), the
                                              Procedures To Reject a Trade                             Date Cutoff Time.                                       Exchange would provide the Designated
                                                                                                          Finally, once the give up on a trade                 Give Up or Guarantor the ability to
                                                The Exchange proposes to include in                    has been changed, the Designated Give                   make the change to the give up on the
                                              amended Rule 6.15 procedures that                                                                                trade to either (1) another Clearing
                                              must be followed and completed in                           14 A copy of the proposed Give-Up Change Form
                                                                                                                                                               Member or, as applicable, (2) the
                                              order for a Designated Give Up or                        for Accepting Clearing Member is included with
                                                                                                                                                               executing OTP’s Guarantor.
                                              Guarantor 13 to reject a trade.                          this filing in Exhibit 3. Also, as noted above, a New
                                                                                                       Clearing Member cannot later reject the trade.          Rejection on T+1
                                                                                                       Requiring the New Clearing Member to provide
                                                12 An  example of a valid reason to reject a trade     notice to the Exchange of its intent to accept the         The Exchange acknowledges that
                                              may be that the Designated Give Up does not have         trade and prohibiting the New Clearing Member           some clearing firms may not reconcile
                                              a customer for that particular trade.                    from later rejecting the trade would provide finality
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                                                13 The Exchange notes that amended Rule 6.15(f)        to the trade and ensure that the trade is not           their trades until after the Trade Date
                                              contains rule text explicitly describing procedures      repeatedly reassigned from one Clearing Member to       Cutoff Time. A clearing firm, therefore,
                                              for Guarantors to reject a trade that is not contained   another.                                                may not realize that a valid reason exists
                                                                                                          15 The Guarantor would not need to notify the
                                              in the rule text approved in SR–CBOE–2014–048.                                                                   to not accept a particular trade until
                                              See supra n. 5. The Exchange, however, believes          Exchange of its intent to accept the trade.
                                              that this additional description serves only to             16 A Guarantor of an OTP that is a Market Maker
                                                                                                                                                               after the close of the trading day or until
                                              clarify, as opposed to alter, the procedure approved     may not reject a trade for which its name was given     the following morning. Accordingly, the
                                              in SR–CBOE–2014–048.                                     up in relation to such Market Maker.                    Exchange proposes to establish a


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                                              48580                        Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices

                                              procedure for a Designated Give Up or                      As discussed above, the Exchange                    there is a keypunch error (i.e., an error
                                              Guarantor of an OTP that is not a Market                proposes to allow OTPs that are not                    that involves the erroneous entry of an
                                              Maker to reject a trade on the following                Market Makers to identify any Clearing                 intended clearing firm’s OCC clearing
                                              trade day (‘‘T+1’’).17 The Exchange                     Member as a Designated Give Up. The                    number). The ability of the executing
                                              notes that a separate procedure must be                 Exchange’s proposal does not permit a                  OTP to make any such change would
                                              established for T+1 changes because to                  Clearing Member to provide the                         end at the Trade Date Cutoff Time.20
                                              effectively change the give up on a trade               Exchange instructions to prohibit a                       Next, the modified rule would
                                              on T+1 an offsetting reversal must                      particular OTP from giving up the                      provide that, if a Designated Give Up
                                              occur—as opposed to merely identifying                  Clearing Member’s name. This                           has the ability to do so, it may change
                                              a different Clearing Member on the                      limitation prevents the Exchange from                  the give up on a transaction for which
                                              trade.                                                  being placed in the position of arbiter                it was given up to (i) another Clearing
                                                 Consistent with amended Rule 6.15(f),                among a Clearing Member, an OTP and                    Member affiliated with the Designated
                                              a Designated Give Up or Guarantor 18                    a customer. The Exchange recognizes,                   Give Up or (ii) a Clearing Member for
                                              that wishes to reject a trade on T+1                    however, that OTPs should not be given                 which the Designated Give Up is a back
                                              would have to notify the executing OTP,                 the ability to give up any Clearing                    office agent. The ability to make such a
                                              in writing, to try to attempt and resolve               Member without also providing a                        change would end at the Trade Date
                                              the dispute. In addition, a Designated                  method of recourse to those Clearing                   Cutoff Time. The procedures to reject a
                                              Give Up or Guarantor may contact the                    Members which, for the prescribed                      trade, as set forth in proposed
                                              Exchange and request the ability to                     reasons discussed above,19 should not                  subparagraph (f) of Rule 6.15 and
                                              reject the trade on T+1. Provided that                  be obligated to clear certain trades for               described above, would not apply in
                                              the Exchange is receives the request                    which they are given up. Accordingly,                  these instances. The Exchange notes
                                              prior to 12:00 p.m. (ET) on T+1 (‘‘T+1                  the Exchange is proposing to provide                   that often Clearing Members themselves
                                              Cutoff Time’’), the Exchange would                      Designated Give Ups and Guarantors the                 have the ability to change a give up on
                                              provide the Designated Give Up or                       ability to reject a trade, provided each               a trade for which it was given up to
                                              Guarantor the ability to enter trade                    has a good faith basis for doing so.                   another Clearing Member affiliate or
                                              records into the Exchange’s systems that                Ultimately, however, the trade must                    Clearing Member for which the
                                              would effect a transfer of the trade to                 clear with a clearing firm and there                   Designated Give Up is a back office
                                              another Clearing Member. As noted                       must be finality to the trade. The                     agent. Therefore, Exchange involvement
                                              above, if a New Clearing Member agrees                  Exchange believes that the executing                   in these instances is not necessary.
                                              to the give up on a trade, it would be                  OTP’s Guarantor, absent a Clearing                        In addition, the proposed rule
                                              required to inform the Exchange of its                  Member that agrees to accept the trade,                provides that if both a Designated Give
                                              acceptance via the Give-Up Change                       should become the give up on any trade                 Up or Guarantor and a Clearing Member
                                              Form for Accepting Clearing Members.                    which a Designated Give Up determines                  have the ability through an Exchange
                                              A Guarantor that becomes the new give                   to reject in accordance with these                     system to do so, the Designated Give Up
                                              up on T+1 would not need to notify the                  proposed rule provisions, because the                  or Guarantor and Clearing Member may
                                              Exchange of its intent to accept the                    Guarantor, by virtue of having issued a                each enter trade records into the
                                              trade, nor would it need to submit any                  Letter of Guarantee or Letter of                       Exchange’s systems on T+1 that would
                                              notification or form. The Designated                    Authorization, has already accepted                    effect a transfer of the trade in a non-
                                              Give Up however, would be required to                   financial responsibility for all Exchange              expired option series from that
                                              provide written notice to the Guarantor                 transactions made by the executing                     Designated Give Up to that Clearing
                                              that it will be making this change on                   OTP. The Exchange, however, does not                   Member. Likewise, if a Guarantor of an
                                              T+1. The Exchange notes that the ability                want to prevent a Clearing Member that                 OTP trade (that is not a Market Maker
                                              for either a Designated Give Up or                      agrees to accept the trade from being                  trade) and a Clearing Member have the
                                              Guarantor to make these changes would                   able to do so, and accordingly, the                    ability through an Exchange system to
                                              end at the T+1 Cutoff Time and would                    Exchange also provides that a New                      do so, the Guarantor and Clearing
                                              provide finality and certainty as to                    Clearing Member may become the give                    Member may each enter trade records
                                              which Clearing Member will be the give                  up on a trade in accordance with the                   into the Exchange’s systems on T+1 that
                                              up on the subject trade.                                procedure discussed above.                             would effect a transfer of the trade in a
                                                 In addition, once any change to the                  Other Give Up Changes                                  non-expired option series from that
                                              give up has been made, the Designated                                                                          Guarantor to that Clearing Member. The
                                              Give Up or Guarantor making the                            The Exchange proposes to modify the                 Designated Give Up or Guarantor could
                                              change would be required to                             text of Rule 6.66(a), related to the give              not make any such change after the T+1
                                              immediately thereafter notify, in                       up requirement for OTPs, to simply                     Cutoff Time. The Exchange notes that a
                                              writing, the Exchange, the parties to the               cross reference amended Rule 6.15                      Designated Give Up (or Guarantor) must
                                              trade and the Clearing Member given                     given the detailed give up process                     notify, in writing, the Exchange and all
                                              up, of the change.                                      proposed by the Exchange in that Rule.                 the parties to the trade, of any such
                                                                                                         The Exchange also proposes in                       change made pursuant to this provision.
                                                17 The Exchange proposes that no changes to the
                                                                                                      paragraph (g) of amended Rule 6.15                     This notification alerts the parties and
                                              give up on trades in expiring options series that       three scenarios in which a give up on a                the Exchange that a change to the give
                                              take place on the last trading day prior to their       transaction may be changed without                     up has been made. Finally, the
                                              expiration may take place on T+1. Rather, a             Exchange involvement. First, if an
                                              Designated Give Up or Guarantor may only reject                                                                Designated Give Up (or Guarantor)
                                              these transactions on the trade date until the Trade
                                                                                                      executing OTP has the ability through                  would be responsible for monitoring the
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                                              Date Cutoff Time in accordance with the trade date      an Exchange system to do so, it could                  trade and ensuring that the other
                                              procedures described above.                             change the give up on a trade to another               Clearing Member has entered its side of
                                                18 The Exchange again notes that, as proposed,
                                                                                                      Designated Give Up or its Guarantor.                   the transaction timely and correctly. If
                                              only a Guarantor whose name was initially given         The Exchange notes that OTPs often
                                              up is permitted to reject a trade (i.e., a Guarantor
                                              cannot reject a trade on T+1 for which it has           make these changes when, for example,                    20 After that time, the OTP would no longer have

                                              become the give up as a result of a Designated Give                                                            the ability to make this type of change, as the trade
                                              Up not accepting the trade).                              19 See   supra n. 12.                                will have been submitted to OCC.



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                                                                          Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices                                             48581

                                              either a Designated Give Up (or                         period of time. Rather, the Exchange                    Section 6(b) of the Act,23 in general, and
                                              Guarantor) or Clearing Member cannot                    would examine trades for which a give                   furthers the objectives of Section
                                              themselves enter trade records into the                 up was changed pursuant to                              6(b)(5),24 in particular, in that it is
                                              Exchange’s systems to effect a transfer of              subparagraphs (e) and (f) after the fact                designed to promote just and equitable
                                              the trade from one to the other, the                    to ensure compliance with the                           principles of trade, to foster cooperation
                                              Designated Give Up (or Guarantor) may                   requirements set forth in amended Rule                  and coordination with persons engaged
                                              request the ability from the Exchange to                6.15. Particularly, the Exchange notes                  in regulating, clearing, settling,
                                              enter both sides of the transaction in                  that the give up Change Forms that                      processing information with respect to,
                                              accordance with amended Rule 6.15 and                   Designated Give Ups, Guarantors and                     and facilitation transactions in
                                              pursuant to the procedures set forth in                 New Clearing Members must submit,                       securities, to remove impediments to,
                                              subparagraph (f)(3) of that Rule.                       would help to ensure that the Exchange                  and perfect the mechanism of a free and
                                                                                                      obtains, in a uniform format, the                       open market and, in general, to protect
                                              Responsibility                                                                                                  investors and the public interest.
                                                                                                      information that it needs to monitor and
                                                The Exchange proposes in paragraph                    regulate this Rule and these give up                    Additionally, the Exchange believes the
                                              (h) of amended Rule 6.15 to state that a                changes in particular. This information,                proposed rule change is consistent with
                                              Clearing Member would be financially                    for example, would better allow the                     the Section 6(b)(5) 25 requirement that
                                              responsible for all trades for which it is              Exchange to determine whether the                       the rules of an exchange not be designed
                                              the give up at the Applicable Cutoff                    Designated Give Up had a valid reason                   to permit unfair discrimination between
                                              Time (for purposes of the proposed rule,                to reject the trade, as well as assist the              customers, issuers, brokers, or dealers.
                                              the ‘‘Applicable Cutoff Time’’ shall refer              Exchange in cross checking and                             First, detailing in the rules how OTPs
                                              to the T+1 Cutoff Time for non-expiring                 confirming that what the Designated                     would give up Clearing Members and
                                              option series and to the Trade Date                     Give Up or Guarantor said it was going                  how Clearing Members may ‘‘reject’’ a
                                              Cutoff Time for expiring option series).                to do is what it actually did (e.g., check              trade provides transparency and
                                              The Exchange notes, however, that                       that the New Clearing Member                            operational certainty. The Exchange
                                              nothing in the proposed rule shall                      identified in the give up Change Form                   believes additional transparency
                                              preclude a different party from being                   was the Clearing Member that actually                   removes a potential impediment to, and
                                              responsible for the trade outside of the                was identified on the trade as the give                 would contribute to perfecting, the
                                              Rules of the Exchange pursuant to OCC                   up). Additionally, the proposed Rule                    mechanism for a free and open market
                                              Rules, any agreement between the                        does not preclude these factors from                    and a national market system, and, in
                                              applicable parties, other applicable                    being considered in a different forum                   general, would protect investors and the
                                              rules and regulations, arbitration, court               (e.g., court or arbitration), nor does it               public interest. Moreover, the Exchange
                                              proceedings or otherwise.21 Moreover,                   preclude any Clearing Member that                       notes that amended Rule 6.15 requires
                                              in processing a request to provide a                    violates any provision of amended Rule                  OTPs to adhere to a standardized
                                              Designated Give Up the ability to                       6.15 from being subject to discipline in                process to ensure a seamless
                                              change a give up on a trade, the                        accordance with Exchange rules.                         administration of the Rule. For example,
                                              Exchange would not consider or                             Finally, the Exchange proposes to                    all notifications relating to a change in
                                              validate whether the Designated Give                    eliminate language in Rule 6.79 that                    give up must be made in writing. The
                                              Up has satisfied the requirements of this               addresses the financial responsibility of               Exchange believes that these
                                              Rule in relation to having a good faith                 transactions clearing through Clearing                  requirements will aid the Exchange’s
                                              belief that it has a valid reason not to                Members. Under the proposal, financial                  efforts to monitor and regulate OTPs
                                              accept a trade or having notified the                   responsibility would be addressed and                   and Clearing Members as they relate to
                                              executing OTP and attempting to                         clarified in amended Rule 6.15, and as                  amended Rule 6.15 and changes in give
                                              resolve the disputed give up prior to                   such, the Exchange believes this                        ups, thereby protecting investors and
                                              changing the give up. Rather, upon                      language in Rule 6.79 is unnecessary.22                 the public interest.
                                              request, the Exchange would always                                                                                 Additionally, the Exchange believes
                                              provide a Designated Give Up or                         Implementation                                          that its proposed give up rule strikes the
                                              Guarantor the ability to change the give                  The Exchange proposes to announce                     right balance between the various views
                                              up or to reject a trade pursuant to the                 the implementation of the proposed rule                 and interests of market participants. For
                                              proposed Rule so long as the Designated                 change via Trader Update, to be                         example, although the rule allows OTPs
                                              Give Up or Guarantor, and New Clearing                  published no later than thirty (30) days                that are not Market Makers to identify
                                              Member, if applicable, have provided a                  following the effectiveness of this                     any Clearing Member as a Designated
                                              completed set of give up Change Forms                   proposal. The implementation date will                  Give Up, it also provides that OTPs
                                              within the prescribed time period.                      be no sooner than fourteen (14) day and                 would receive notice of any OTP that
                                                The Exchange notes that given the                     no later than thirty (30) days following                has designated it as a Designated Give
                                              inherent time constraints in making a                   publication of the Trader Update. This                  Up and provides for a procedure for a
                                              change to a give up on a transaction, the               additional time would afford the                        Clearing Member to ‘‘reject’’ a trade in
                                              Exchange would not be able to                           Exchange and OTPs the time to submit                    accordance with the Rules, both on the
                                              adequately consider the above-                          and process the forms required under                    trade date and T+1.
                                              mentioned requirements and make a                                                                                  The Exchange recognizes that OTPs
                                                                                                      the proposed rule.
                                              determination within the prescribed                                                                             should not be given the ability to give
                                                                                                      2. Statutory Basis                                      up any Clearing Members without also
                                                                                                                                                              providing a method of recourse to those
                                                21 See proposed Commentary .01 to Rule 6.15             The Exchange believes that the
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                                              (‘‘Nothing herein will be deemed to preclude the                                                                Clearing Members which, for the
                                                                                                      proposed change is consistent with
                                              clearance of Exchange transactions by a non-OTP                                                                 prescribed reasons discussed above,
                                              Holder or non-OTP Firm pursuant to the By-Laws                                                                  should not be obligated to clear certain
                                              of the Options Clearing Corporation so long as a          22 The Exchange also proposes to capitalize the

                                              Clearing Member who is a OTP Holder or OTP Firm         two references to ‘‘clearing member’’ in this rule to
                                                                                                                                                               23 15    U.S.C. 78f(b).
                                              is also designated as having responsibility under       signify the defined term, which the Exchange
                                                                                                                                                               24 15    U.S.C. 78f(b)(5).
                                              these Rules for the clearance and comparison of         believes would add clarity and consistency to
                                              such transactions.’’).                                  Exchange rules.                                          25 Id.




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                                              48582                       Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices

                                              trades for which they are given up. The                 Member that violates any provision of                     A proposed rule change filed under
                                              Exchange believes that providing                        amended Rule 6.15 from being subject                   Rule 19b–4(f)(6) 29 normally does not
                                              Designated Give Ups the ability to reject               to discipline by the Exchange.                         become operative prior to 30 days after
                                              a trade within a reasonable amount of                     Finally, the Exchange believes that                  the date of the filing. However, pursuant
                                              time is consistent with the Act as,                     making non-substantive, technical                      to Rule 19b4(f)(6)(iii),30 the Commission
                                              pursuant to the proposed rule, the                      corrections to the rule text (i.e.,                    may designate a shorter time if such
                                              Designated Give Ups may only do so if                   capitalizing the defined term ‘‘clearing               action is consistent with the protection
                                              they have a valid reason and because                    member’’) would add clarity and                        of investors and the public interest. The
                                              ultimately, the trade can always be                     consistency to Exchange rules to the                   Exchange has asked the Commission to
                                              assigned to the Guarantor of the                        benefit of investors and the general                   waive the 30-day operative delay so that
                                              executing OTP if a New Clearing Firm                    public.                                                the proposal may become operative
                                              is not willing to step in and accept the                B. Self-Regulatory Organization’s                      immediately upon filing. The
                                              trade. A trade must clear with a clearing               Statement on Burden on Competition                     Commission believes that waiver of the
                                              firm and there must be finality to the                                                                         operative delay is consistent with the
                                              trade. Absent a New Clearing Member                       The Exchange does not believe that                   protection of investors and the public
                                              that agrees to accept the trade, the                    this proposed rule change would                        interest because the proposal is
                                              Exchange believes that the executing                    impose any burden on competition not                   substantially similar to that of another
                                              OTP’s Guarantor should become the                       necessary or appropriate in furtherance                exchange that has been approved by the
                                              give up on any trade that a Designated                  of the purposes of the Act. The                        Commission.31 Waiver of the 30-day
                                              Give Up determines to reject, in                        Exchange does not believe that the                     operative delay will allow the Exchange
                                              accordance with the proposed rule                       proposed rule change would impose an                   to implement the proposed rule change,
                                              provisions, because the Guarantor, by                   unnecessary burden on intramarket
                                                                                                                                                             which is designed to bring greater
                                              virtue of having issued a Letter of                     competition because it would apply
                                                                                                                                                             operational certainty and efficiency to
                                              Guarantee or Letter of Authorization,                   equally to all similarly situated OTPs.
                                                                                                                                                             the give up process, in accordance with
                                              has already accepted financial                          The Exchange also notes that, should
                                                                                                                                                             the implementation schedule outlined
                                              responsibility for all Exchange                         the proposed changes make the
                                                                                                                                                             above. Therefore, the Commission
                                              transactions made by the executing                      Exchange more attractive for trading,
                                                                                                                                                             designates the proposed rule change to
                                              OTP. Therefore, Rule 6.15, as modified,                 market participants trading on other
                                                                                                                                                             be operative upon filing.32
                                              is reasonable and provides certainty that               exchanges can always elect to become
                                                                                                                                                                At any time within 60 days of the
                                              a Clearing Member will always be                        OTPs on the Exchange to take advantage
                                                                                                                                                             filing of such proposed rule change, the
                                              responsible for a trade, which protects                 of the trading opportunities. In addition,
                                                                                                                                                             Commission summarily may
                                              investors and the public interest.                      as noted above, the Exchange believes
                                                                                                                                                             temporarily suspend such rule change if
                                                 The Exchange notes that amended                      the proposed rule change is pro-
                                                                                                                                                             it appears to the Commission that such
                                              Rule 6.15 does not preclude a different                 competitive and would allow the
                                                                                                                                                             action is necessary or appropriate in the
                                              party than the party given up from being                Exchange to compete more effectively
                                                                                                                                                             public interest, for the protection of
                                              responsible for the trade outside of the                with other options exchanges that have
                                                                                                                                                             investors, or otherwise in furtherance of
                                              Rules of the Exchange, pursuant to OCC                  already adopted changes to their give up
                                                                                                                                                             the purposes of the Act. If the
                                              Rules, any agreement between the                        process that are substantially identical
                                                                                                                                                             Commission takes such action, the
                                              applicable parties, other applicable                    to the changes proposed by this filing.26
                                                                                                                                                             Commission shall institute proceedings
                                              rules and regulations, arbitration, court               C. Self-Regulatory Organization’s                      under Section 19(b)(2)(B) 33 of the Act to
                                              proceedings or otherwise. The Exchange                  Statement on Comments on the                           determine whether the proposed rule
                                              acknowledges that it would not consider
                                                                                                      Proposed Rule Change Received From                     change should be approved or
                                              whether the Designated Give Up has
                                                                                                      Members, Participants, or Others                       disapproved.
                                              satisfied the requirements of this Rule in
                                              relation to having a good faith belief that               No written comments were solicited                   IV. Solicitation of Comments
                                              it has a valid reason not to accept a                   or received with respect to the proposed
                                                                                                      rule change.                                             Interested persons are invited to
                                              trade or having notified the executing                                                                         submit written data, views, and
                                              OTP and attempting to resolve the                       III. Date of Effectiveness of the                      arguments concerning the foregoing,
                                              disputed give up prior to changing the                  Proposed Rule Change and Timing for                    including whether the proposed rule
                                              give up, due to inherent time                           Commission Action                                      change is consistent with the Act.
                                              restrictions. However, the Exchange
                                                                                                         Because the proposed rule change                    Comments may be submitted by any of
                                              believes investor and public interest are
                                                                                                      does not (i) significantly affect the                  the following methods:
                                              still protected as the Exchange will still
                                              examine trades for which a give up was                  protection of investors or the public                  Electronic comments
                                              changed pursuant to subparagraphs (e)                   interest; (ii) impose any significant
                                                                                                      burden on competition; and (iii) become                  • Use the Commission’s Internet
                                              and (f) of amended Rule 6.15 after the                                                                         comment form (http://www.sec.gov/
                                              fact to ensure compliance with the                      operative for 30 days from the date on
                                                                                                      which it was filed, or such shorter time               rules/sro.shtml); or
                                              requirements set forth in the Rule. As
                                              noted above, the implementation of a                    as the Commission may designate, the
                                                                                                      proposed rule change has become                        description and the text of the proposed rule
                                              standardized process and the                                                                                   change, at least five business days prior to the date
                                              requirement that certain notices be in                  effective pursuant to Section 19(b)(3)(A)              of filing of the proposed rule change, or such
                                              writing would assist monitoring any                     of the Act 27 and Rule 19b–4(f)(6)                     shorter time as designated by the Commission.
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                                              give up changes and enforcing amended                   thereunder.28                                            29 17 CFR 240.19b–4(f)(6).
                                                                                                                                                               30 17 CFR 240.19b–4(f)(6)(iii).
                                              Rule 6.15.
                                                                                                        26 See supra n. 5.                                     31 See supra n. 5.
                                                 Further, the Exchange notes that the
                                                                                                        27 15 U.S.C. 78s(b)(3)(A).                             32 For purposes only of waiving the 30-day
                                              Rule does not preclude these factors                      28 17 CFR 240.19b–4(f)(6). As required under Rule    operative delay, the Commission has considered the
                                              from being considered in a different                    19b-4(f)(6)(iii), the Exchange provided the            proposed rule’s impact on efficiency, competition,
                                              forum (e.g., court or arbitration) nor                  Commission with written notice of its intent to file   and capital formation. See 15 U.S.C. 78c(f).
                                              does it preclude any OTP or Clearing                    the proposed rule change, along with a brief             33 15 U.S.C. 78s(b)(2)(B).




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                                                                               Federal Register / Vol. 80, No. 156 / Thursday, August 13, 2015 / Notices                                                48583

                                                • Send an email to rule-comments@                       SECURITIES AND EXCHANGE                               A. Self-Regulatory Organization’s
                                              sec.gov. Please include File Number SR–                   COMMISSION                                            Statement of the Purpose of, and the
                                              NYSEArca–2015–65 on the subject line.                                                                           Statutory Basis for, the Proposed Rule
                                                                                                        [Release No. 34–75648; File No. SR–NYSE–              Change
                                              Paper comments
                                                                                                        2015–34]                                              1. Purpose
                                                • Send paper comments in triplicate
                                                                                                        Self-Regulatory Organizations; New                       The Exchange is proposing to modify
                                              to Brent J. Fields, Secretary, Securities                                                                       the manner in which it calculates
                                              and Exchange Commission, 100 F Street                     York Stock Exchange, LLC; Notice of
                                                                                                        Filing and Immediate Effectiveness of                 certain volume, liquidity and quoting
                                              NE., Washington, DC 20549–1090.                                                                                 thresholds applicable to billing on the
                                                                                                        Proposed Rule Change Modifying the
                                              All submissions should refer to File                      Manner in Which It Calculates Certain                 Exchange in relation to a suspension of
                                              Number SR–NYSEArca–2015–65. This                          Volume, Liquidity and Quoting                         trading on the Exchange on July 8, 2015
                                              file number should be included on the                     Thresholds Applicable to Billing on the               (‘‘trading suspension’’).4
                                              subject line if email is used. To help the                Exchange in Relation to a Suspension                     The trading suspension resulted in a
                                              Commission process and review your                        of Trading on the Exchange on July 8,                 more than 40% decrease in trading
                                              comments more efficiently, please use                     2015                                                  volume on the Exchange on July 8, 2015
                                              only one method. The Commission will                                                                            for that day as compared to average
                                                                                                        August 7, 2015.                                       daily volume (‘‘ADV’’) on the Exchange
                                              post all comments on the Commission’s
                                                                                                           Pursuant to Section 19(b)(1) 1 of the              for the prior trading days in July 2015.
                                              Internet Web site (http://www.sec.gov/
                                                                                                        Securities Exchange Act of 1934 (the                  The Exchange believes that the trading
                                              rules/sro.shtml). Copies of the                                                                                 suspension prevented member
                                              submission, all subsequent                                ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                                                                        notice is hereby given that on July 30,               organizations on the Exchange,
                                              amendments, all written statements                                                                              including Designated Market Makers
                                                                                                        2015, New York Stock Exchange LLC
                                              with respect to the proposed rule                                                                               (‘‘DMMs’’), Supplemental Liquidity
                                                                                                        (‘‘NYSE’’ or ‘‘Exchange’’) filed with the
                                              change that are filed with the                                                                                  Providers (‘‘SLPs’’) and Retail Liquidity
                                                                                                        Securities and Exchange Commission
                                              Commission, and all written                               (‘‘Commission’’) the proposed rule                    Providers (‘‘RLPs’’), from engaging in
                                              communications relating to the                            change as described in Items I and II                 normal trading, quoting and liquidity in
                                              proposed rule change between the                          below, which Items have been prepared                 their assigned securities, leading to
                                              Commission and any person, other than                     by the self-regulatory organization. The              decreased quoting and trading volume
                                              those that may be withheld from the                       Commission is publishing this notice to               compared to ADV.
                                              public in accordance with the                             solicit comments on the proposed rule                    As provided in the Exchange’s Price
                                              provisions of 5 U.S.C. 552, will be                       change from interested persons.                       List, many of the Exchange’s transaction
                                              available for Web site viewing and                                                                              fees and credits are based on trading,
                                              printing in the Commission’s Public                       I. Self-Regulatory Organization’s                     quoting and liquidity thresholds that
                                              Reference Room, 100 F Street NE.,                         Statement of the Terms of Substance of                member organizations must satisfy in
                                                                                                        the Proposed Rule Change                              order to qualify for the particular rates.
                                              Washington, DC 20549, on official
                                              business days between the hours of                           The Exchange proposes to modify the                The Exchange believes that the trading
                                              10:00 a.m. and 3:00 p.m. Copies of such                   manner in which it calculates certain                 suspension may affect the ability of
                                              filing will also be available for                         volume, liquidity and quoting                         member organizations to meet certain of
                                              inspection and copying at the principal                   thresholds applicable to billing on the               these thresholds during July 2015.5
                                              office of the Exchange. All comments                      Exchange in relation to a suspension of               Accordingly, the Exchange proposes to
                                              received will be posted without change;                   trading on the Exchange on July 8, 2015.              exclude July 8, 2015 from such
                                                                                                        The text of the proposed rule change is               calculations, in order to reasonably
                                              the Commission does not edit personal
                                                                                                        available on the Exchange’s Web site at               ensure that a member organization that
                                              identifying information from
                                                                                                        www.nyse.com, at the principal office of              would otherwise qualify for a particular
                                              submissions. You should submit only                                                                             threshold during July 2015, and the
                                              information that you wish to make                         the Exchange, and at the Commission’s
                                                                                                        Public Reference Room.                                corresponding transaction rate, would
                                              available publicly. All submissions                                                                             not be negatively impacted by the
                                              should refer to File Number SR–                           II. Self-Regulatory Organization’s                    trading suspension.
                                              NYSEArca–2015–65 and should be                            Statement of the Purpose of, and                         First, the Exchange proposes to
                                              submitted on or before September 3,                       Statutory Basis for, the Proposed Rule                exclude July 8, 2015 for purposes of
                                              2015.                                                     Change                                                determining transaction fees and credits
                                                 For the Commission, by the Division of                                                                       that are based on ADV executed by the
                                                                                                          In its filing with the Commission, the
                                              Trading and Markets, pursuant to delegated                                                                      member organization during the billing
                                                                                                        self-regulatory organization included
                                              authority.34                                                                                                    month, either directly or as a percentage
                                                                                                        statements concerning the purpose of,
                                              Jill M. Peterson,                                                                                               of consolidated average daily volume in
                                                                                                        and basis for, the proposed rule change
                                                                                                                                                              NYSE-listed securities (‘‘NYSE CADV’’).
                                              Assistant Secretary.                                      and discussed any comments it received
                                                                                                                                                              If the Exchange did not exclude July 8,
                                              [FR Doc. 2015–19871 Filed 8–12–15; 8:45 am]               on the proposed rule change. The text
                                                                                                                                                              2015 when calculating ADV for July, the
                                                                                                        of those statements may be examined at
                                              BILLING CODE 8011–01–P                                                                                          numerator for the calculation (e.g.,
                                                                                                        the places specified in Item IV below.
                                                                                                        The Exchange has prepared summaries,                     4 See NYSE Informational Message, ‘‘NYSE/NYSE
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                                                                                                        set forth in sections A, B, and C below,              MKT—Outage Description’’ July 9, 2015, available
                                                                                                        of the most significant parts of such                 at https://www.nyse.com/market-status/history.
                                                                                                        statements.                                           Trading at the Exchange’s market affiliate, NYSE
                                                                                                                                                              MKT LLC, was also suspended.
                                                                                                                                                                 5 The Exchange notes that it does not perform the
                                                                                                          1 15 U.S.C. 78s(b)(1).                              calculations necessary to determine whether these
                                                                                                          2 15 U.S.C. 78a.                                    thresholds have been met until after the particular
                                                34 17   CFR 200.30–3(a)(12).                              3 17 CFR 240.19b–4.                                 billing month has ended.



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Document Created: 2018-02-23 10:57:16
Document Modified: 2018-02-23 10:57:16
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 48577 

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