81_FR_53080 81 FR 52926 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Related to Detection of Loss of Connection

81 FR 52926 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Related to Detection of Loss of Connection

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 154 (August 10, 2016)

Page Range52926-52932
FR Document2016-18911

Federal Register, Volume 81 Issue 154 (Wednesday, August 10, 2016)
[Federal Register Volume 81, Number 154 (Wednesday, August 10, 2016)]
[Notices]
[Pages 52926-52932]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18911]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78480; File No. SR-NASDAQ-2016-097]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Related to Detection of Loss of Connection

August 4, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 28, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II, below, which Items have been prepared by the Exchange. 
The Commission is publishing this notice to

[[Page 52927]]

solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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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 NASDAQ Options Market LLC's 
(``NOM'') Rules at Chapter VI, Section 6, entitled ``Acceptance of 
Quotes and Orders'' to adopt functionality which is designed to assist 
NOM Participants, hereinafter ``Participants,'' in the event that they 
lose communication with their assigned Financial Information eXchange 
(``FIX''),\3\ Specialized Quote Feed (``SQF''),\4\ or Ouch to Trade 
Options (``OTTO'') \5\ Ports due to a loss of connectivity.
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    \3\ FIX permits the entry of orders.
    \4\ SQF permits the transmission of quotes to the Exchange by a 
NOM Market Maker using its Client Application.
    \5\ OTTO permits the transmission of orders to the Exchange by a 
Participant. Immediate or cancel orders will not be cancelled 
pursuant to this Chapter VI, Section 6 because, by definition, these 
orders will cancel if not executed. All Participants have the 
ability to utilize OTTO. Orders submitted by NOM Market Makers over 
this interface will be treated as quotes.
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    The text of the proposed rule change is available on the Exchange's 
Web site at http://nasdaq.cchwallstreet.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 Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The Exchange proposes to amend Chapter VI, Section 6, entitled 
``Acceptance of Quotes and Orders'' to adopt a new section ``(e)'' 
entitled ``Detection of Loss of Connection,'' a new automated process 
which NOM proposes to adopt for its SQF,\6\ FIX and OTTO Ports in the 
event that they lose communication with a Client Application due to a 
loss of connectivity. This feature is designed to protect NOM Options 
Market Makers \7\ and other market participants from inadvertent 
exposure to excessive risk.
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    \6\ Today, SQF, FIX and OTTO have the capability to cancel 
quotes and orders respectively. The rule change would adopt a 
formalized process to automatically disconnect and cancel quotes for 
SQF and offer the opportunity to cancel orders for FIX and OTTO in 
addition to a disconnect if elected, when there is a loss of 
communication with the Participant's Client Application. The 
Exchange is formalizing the process within Chapter VI, Section 6(e).
    \7\ The term ``Nasdaq Options Market Maker'' or ``Options Market 
Maker'' (herein ``NOM Market Maker'') means an Options Participant 
registered with the Exchange for the purpose of making markets in 
options contracts traded on the Exchange and that is vested with the 
rights and responsibilities specified in Chapter VII of these Rules. 
See NOM Rules at Chapter I, Section 1(a)(26).
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    By way of background, Participants currently enter quotes and 
orders utilizing either an SQF, FIX or OTTO Port. SQF is utilized by 
NOM Options Market Makers. FIX and OTTO are available to all market 
participants. These ports are System \8\ components through which a 
Participant communicates its quotes and/or orders to the NOM match 
engine through the Participant's Client Application.
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    \8\ The term ``System'' shall mean the automated system for 
order execution and trade reporting owned and operated by NOM as the 
NOM Options market. See Chapter VI, Section 1(a).
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    Under the proposed rule change, an SQF Port would be defined as the 
Exchange's System component through which Participants communicate 
their quotes from the Client Application at proposed Chapter VI, 
Section 6(e)(i)(B). FIX and OTTO Ports would be defined as the 
Exchange's System components through which Participants communicate 
their orders from the Client Application at proposed Chapter VI, 
Section 6(e)(i)(C). NOM Options Market Makers may submit quotes to the 
Exchange from one or more SQF Ports.
    Similarly, market participants may submit orders to the Exchange 
from one or more FIX and/or OTTO Ports. The proposed removal feature 
will be mandatory for each NOM Market Makers utilizing SQF for the 
removal of quotes and optional for any market participant utilizing FIX 
and OTTO for the removal of orders.
    When the SQF Port detects the loss of communication with a 
Participant's Client Application because the Exchange's server does not 
receive a Heartbeat message \9\ for a certain period of time (``nn'' 
seconds), the Exchange will automatically logoff the Participant's 
affected Client Application and automatically cancel all of the 
Participant's open quotes. Quotes will be cancelled across all Client 
Applications that are associated with the same NOM Market Makers ID and 
underlying issues.
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    \9\ It is important to note that the Exchange separately sends a 
connectivity message to the Participant as evidence of connectivity.
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    The Exchange proposes to define ``Client Application'' as the 
System component of the Participant through which the Exchange 
Participant communicates its quotes and orders to the Exchange at 
proposed Chapter VI, Section 6(e)(i)(D). The Exchange proposes to 
define a ``Heartbeat'' message as a communication that acts as a 
virtual pulse between the SQF, FIX or OTTO Port and the Client 
Application at proposed Chapter VI, Section 6(e)(i)(A). The Heartbeat 
message sent by the Participant and subsequently received by the 
Exchange allows the SQF, FIX or OTTO Port to continually monitor its 
connection with the Participant.
SQF Ports
    The Exchange's System has a default time period, which will trigger 
a disconnect from the Exchange and remove quotes, set to fifteen (15) 
seconds for SQF Ports. A Participant may change the default period of 
``nn'' seconds of no technical connectivity to trigger a disconnect 
from the Exchange and remove quotes to a number between one hundred 
(100) milliseconds and 99,999 milliseconds for SQF Ports prior to each 
session of connectivity to the Exchange. This feature is enabled for 
each NOM Market Makers and may not be disabled.
    There are two ways to change the number of ``nn'' seconds: (1) 
systemically or (2) by contacting the Exchange's operations staff. If 
the Participant systemically changes the default number of ``nn'' 
seconds, that new setting shall be in effect throughout the current 
session of connectivity \10\ and will then default back to fifteen 
seconds.\11\ The Participant may change the default setting 
systemically prior to each session of connectivity. The Participant may 
also communicate the time to the Exchange by calling the Exchange's 
operations staff. If the time period is communicated to the

[[Page 52928]]

Exchange by calling Exchange operations, the number of ``nn'' seconds 
selected by the Participant shall persist for each subsequent session 
of connectivity until the Participant either contacts Exchange 
operations and changes the setting or the Participant systemically 
selects another time period prior to the next session of connectivity.
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    \10\ Each time the Participant connects to the Exchange's System 
is a new period of connectivity. For example, if the Participant 
were to connect and then disconnect within a trading day several 
times, each time the Participant disconnected the next session would 
be a new session of connectivity.
    \11\ The Exchange's System would capture the new setting 
information that was changed by the Participant and utilize the 
amended setting for that particular session. The setting would not 
persist beyond the current session of connectivity and the setting 
would default back to 15 seconds for the next session if the 
Participant did not change the setting again.
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FIX Ports
    The Exchange's System has a default time period, which will trigger 
a disconnect from the Exchange and remove orders, set to thirty (30) 
seconds for FIX Ports. The Participant may disable the removal of 
orders feature but not the disconnect feature. If the Participant 
elects to have its orders removed, in addition to the disconnect, the 
Participant may determine a time period of no technical connectivity to 
trigger the disconnect and removal of orders between (1) second and 
thirty (30) seconds for FIX Ports prior to each session of connectivity 
to the Exchange.
    There are two ways to change the number of ``nn'' seconds: (1) 
systemically or (2) by contacting the Exchange's operations staff. If 
the Participant systemically changes the default number of ``nn'' 
seconds, that new setting shall be in effect throughout that session of 
connectivity and will then default back to thirty seconds at the end of 
that session. The Participant may change the default setting 
systemically prior to each session of connectivity. The Participant may 
also communicate the time to the Exchange by calling the Exchange's 
operations staff. If the time period is communicated to the Exchange by 
calling Exchange operations, the number of ``nn'' seconds selected by 
the Participant shall persist for each subsequent session of 
connectivity until the Participant either contacts Exchange operations 
and changes the setting or the Participant systemically selects another 
time period prior to the next session of connectivity.
    Similar to SQF Ports, when a FIX Port detects the loss of 
communication with a Participant's Client Application for a certain 
time period (``nn'' seconds), the Exchange will automatically logoff 
the Participant's affected Client Application and if elected, 
automatically cancel all open orders. The Participant may have an order 
which has routed away prior to the cancellation, in the event that the 
order returns to the Order Book, because it was either not filled or 
partially filled, that order will be subsequently cancelled.
    The disconnect feature is mandatory for FIX users, however the user 
has the ability to elect to also enable a removal feature, which will 
cancel all open orders submitted through that FIX Port. If the removal 
of orders feature is not enabled, the System will simply disconnect the 
FIX user and not cancel any orders. The FIX user would have to commence 
a new session to add, modify or cancel its orders once disconnected.
OTTO Ports
    The Exchange's System has a default time period, which will trigger 
a disconnect from the Exchange and remove orders, set to fifteen (15) 
seconds for OTTO Ports. The Participant may disable the removal of 
orders feature but not the disconnect feature. If the Participant 
elects to have its orders removed, in addition to the disconnect, the 
Participant may determine a time period of no technical connectivity to 
trigger the disconnect and removal of orders between one hundred (100) 
milliseconds and 99,999 milliseconds.
    There are two ways to change the number of ``nn'' seconds: (1) 
systemically or (2) by contacting the Exchange's operations staff. If 
the Participant systemically changes the default number of ``nn'' 
seconds, that new setting shall be in effect throughout that session of 
connectivity and will then default back to fifteen seconds at the end 
of that session. The Participant may change the default setting 
systemically prior to each session of connectivity. The Participant may 
also communicate the time to the Exchange by calling the Exchange's 
operations staff. If the time period is communicated to the Exchange by 
calling Exchange operations, the number of ``nn'' seconds selected by 
the Participant shall persist for each subsequent session of 
connectivity until the Participant either contacts Exchange operations 
and changes the setting or the Participant systemically selects another 
time period prior to the next session of connectivity.
    Similar to SQF and FIX Ports, when an OTTO Port detects the loss of 
communication with a Participant's Client Application for a certain 
time period (``nn'' seconds), the Exchange will automatically logoff 
the Participant's affected Client Application and if elected, 
automatically cancel all open orders. The Participant may have an order 
which has routed away prior to the cancellation; in the event that the 
order returns to the Order Book, because it was either not filled or 
partially filled, that order will be subsequently cancelled.
    The disconnect feature is mandatory for OTTO users however the user 
has the ability to elect to also enable a removal feature, which will 
cancel all open orders submitted through that OTTO Port. If the removal 
of orders feature is not enabled, the System will simply disconnect the 
OTTO user and not cancel any orders. The OTTO user would have to 
commence a new session to add, modify or cancel its orders once 
disconnected.
    The trigger for the SQF, FIX and OTTO Ports is event and Client 
Application specific. The automatic cancellation of the NOM Market 
Maker's quotes for SQF Ports and open orders, if elected by the 
Participant for FIX and OTTO Ports entered into the respective SQF, FIX 
or OTTO Ports via a particular Client Application will neither impact 
nor determine the treatment of the quotes of other NOM Market Makers 
entered into SQF Ports or orders of the same or other Participants 
entered into FIX or OTTO Ports via a separate and distinct Client 
Application.
    In other words, with respect to quotes, each NOM Market Maker only 
maintains one quote in a given option in the order book. A new quote 
would replace the existing quote. Orders on the other hand do not 
replace each other in the order book as multiple orders may exist in a 
given option at once. Therefore, the difference in the impact between 
NOM Market Makers submitting quotes and Participants submitting orders 
is that quotes may continue to be submitted and/or refreshed by 
unaffected NOM Market Makers because these market participants are 
cancelled based on ID when an SQF Port disconnects, whereas all of the 
open orders submitted by a given firm will be impacted when a FIX or 
OTTO port disconnects, if the firm elected to have orders cancelled.
    The Exchange will issue an Options Trader Alert advising 
Participants on the manner in which they should communicate the number 
of ``nn'' seconds to the Exchange for SQF, FIX and OTTO Ports.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\12\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\13\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest, by offering removal functionality for NOM Market Makers as 
well as all other market participants to prevent disruption in the 
marketplace and also

[[Page 52929]]

offering this removal feature to other market participants.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
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    NOM Market Makers will be required to utilize removal functionality 
with respect to SQF Ports. This feature will remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system and protect investors and the public interest by requiring NOM 
Market Makers quotes to be removed in the event of a loss of 
connectivity with the Exchange's System. NOM Market Makers provide 
liquidity to the market place and have obligations unlike other market 
participants.\14\ This risk feature for SQF is important because it 
will enable NOM Market Makers to avoid risks associated with 
inadvertent executions in the event of a loss of connectivity with the 
Exchange. The proposed rule change is designed to not permit unfair 
discrimination among market participants, as it would apply uniformly 
to all NOM Market Makers utilizing SQF.
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    \14\ Pursuant to NOM Rules at Chapter VII, Section 5, entitled 
``Obligations of NOM Options Market Makers'', in registering as a 
market maker, an Options Participant commits himself to various 
obligations. Transactions of a NOM Options Market Makers must 
constitute a course of dealings reasonably calculated to contribute 
to the maintenance of a fair and orderly market, and NOM Options 
Market Makers should not make bids or offers or enter into 
transactions that are inconsistent with such course of dealings. 
Further, all NOM Options Market Makers are designated as specialists 
on NOM for all purposes under the Act or rules thereunder. See 
Chapter VII, Section 5.
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    Utilizing a time period for SQF Ports of fifteen (15) seconds and 
permitting the NOM Market Makers to modify the setting to between 100 
milliseconds and 99,999 milliseconds is consistent with the Act because 
the Exchange does not desire to trigger unwarranted logoffs of 
Participants and therefore allows Participants the ability to set their 
time in order to enable the Exchange the authority to disconnect the 
Participant with this feature. Each NOM Market Makers has different 
levels of sensitivity with respect to this disconnect setting and each 
NOM Market Makers has their own system safeguards as well. A default 
setting of fifteen (15) seconds is appropriate to capture the needs of 
all NOM Market Makers and high enough not to trigger unwarranted 
removal of quotes.
    Further, NOM Market Makers are able to customize their setting. The 
Exchange's proposal to permit a timeframe for SQF Ports between 100 
milliseconds and 99,999 milliseconds is consistent with the Act and the 
protection of investors because the purpose of this feature is to 
mitigate the risk of potential erroneous or unintended executions 
associated with a loss in communication with a Client Application. 
Participants are able to better anticipate the appropriate time within 
which they may require prior to a logoff as compared to the Exchange. 
The Participant is being offered a timeframe by the Exchange within 
which to select the appropriate time. The Exchange does not desire to 
trigger unwarranted logoffs of Participants and therefore permits 
Participants to provide an alternative time to the Exchange, within the 
Exchange's prescribed timeframe, which authorized the Exchange to 
disconnect the Participant. The ``nn'' seconds serve as the 
Participant's instruction to the Exchange to act upon the loss of 
connection and remove quotes from the System. This range will 
accommodate Participants in selecting their appropriate times within 
the prescribed timeframes.
    Also, NOM Market Makers have quoting obligations \15\ and are more 
sensitive to price movements as compared to other market participants. 
It is consistent with the Act to provide a wider timeframe within which 
to customize settings for FIX Ports as compared to SQF Ports. NOM 
Market Makers need to remain vigilant of market conditions and react 
more quickly to market movements as compared to other Participants 
entering orders into the System. The proposal acknowledges this 
sensitivity borne by NOM Market Makers and reflects the reaction time 
of NOM Market Makers as compared to Participants entering orders. Of 
note, the proposed customized timeframe for FIX would be too long for 
NOM Market Makers given their quoting requirements and sensitivity to 
price movements. NOM Market Makers would be severely impacted by a loss 
of connectivity of more than several seconds. The NOM Market Makers 
would have exposure during the time period in which they are unable to 
manage their quote and update that quote. The Participant is best 
positioned to determine its setting.
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    \15\ See note 14 above.
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    The Exchange's proposal is further consistent with the Act because 
it will mitigate the risk of potential erroneous or unintended 
executions associated with a loss in communication with a Client 
Application which protects investors and the public interest. Also, any 
interest that is executable against a NOM Market Maker's quotes that is 
received \16\ by the Exchange prior to the trigger of the disconnect to 
the Client Application, which is processed by the System, automatically 
executes at the price up to the NOM Market Maker's size. In other 
words, the System will process the request for cancellation in the 
order it was received by the System.
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    \16\ The time of receipt for an order or quote is the time such 
message is processed by the Exchange book.
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    The System operates consistently with the firm quote obligations of 
a broker-dealer pursuant to Rule 602 of Regulation NMS. Specifically, 
with respect to NOM Market Makers, their obligation to provide 
continuous two-sided quotes on a daily basis is not diminished by the 
removal of such quotes triggered by the disconnect. NOM Market Makers 
are required to provide continuous two-sided quotes on a daily 
basis.\17\ NOM Market Makers will not be relieved of the obligation to 
provide continuous two-sided quotes on a daily basis, nor will it 
prohibit the Exchange from taking disciplinary action against a NOM 
Market Makers for failing to meet the continuous quoting obligation 
each trading day as a result of disconnects.
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    \17\ See note 14 above.
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    The proposal to permit NOM Market Makers to amend the default 
setting at the beginning of each session of connectivity is consistent 
with the Act because it avoids unwarranted logoffs of Participants and 
provides Participants the opportunity to set a time, within the 
prescribed timeframe, to authorize the Exchange to disconnect the 
Participant.
    Today, NASDAQ PHLX LLC (``Phlx'') and NASDAQ BX, INC. (``BX'') 
offer its market makers a similar feature to the one proposed by the 
Exchange for the automatic removal of quotes when connectivity issues 
arise.\18\ Phlx and BX have identical rules to the NOM proposal for SQF 
Ports.
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    \18\ See Phlx Rule 1019(c) and BX Rule at Chapter VI, Section 
6(e).
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    With respect to FIX Ports,\19\ the Exchange will offer an optional 
removal functionality to all market participants. Offering the FIX 
removal feature on a voluntary basis to all other non-Market Maker 
Participants is consistent with the Act because it permits them an 
opportunity to utilize this risk feature, if desired, and avoid risks 
associated with inadvertent executions in the event of a loss of 
connectivity with the Exchange. The removal feature is designed to 
mitigate the risk of missed and/or unintended executions associated 
with a loss in communication with a Client Application.
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    \19\ OTTO ports may be utilized today by non-NOM Market Makers. 
The removal functionality remains optional for non-NOM Market Makers 
similar to FIX.
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    The proposed rule change is designed to not permit unfair 
discrimination among market participants, as this

[[Page 52930]]

removal feature will be offered uniformly to all Participants utilizing 
FIX. The Exchange will not require OTTO users to utilize the removal 
feature for orders similar to FIX. The disconnect feature for FIX is 
mandatory, however market participants will have the option to either 
enable or disable the removal feature, which would result in the 
cancellation of all orders submitted over a FIX port when such port 
disconnects. It is appropriate to offer this removal feature as 
optional to all market participants utilizing FIX because these market 
participants may not bear the same magnitude of risk of potential 
erroneous or unintended executions.\20\ In addition, market 
participants utilizing FIX may desire their orders to remain on the 
order book despite a technical disconnect, so as not to miss any 
opportunities for execution of such orders while the FIX session is 
disconnected. The Exchange will disconnect Participants from the 
Exchange and not cancel its orders if the removal feature is disabled 
for FIX. The disconnect feature is mandatory and will cause the 
Participant to be disconnected within the default timeframe or the 
timeframe otherwise specified by the Participant.
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    \20\ NOM Market Makers utilizes both SQF and OTTO and would be 
subject to quoting obligations.
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    This feature is consistent with the Act because it enables FIX or 
OTTO users, particularly non-Market Maker OTTO users, the ability to 
disconnect from the Exchange, assess the situation and make a 
determination concerning their risk exposure. The Exchange notes that 
in the event that orders need to be removed, the Participant may elect 
to utilize the Kill Switch \21\ feature. It is consistent with the Act 
to require other market participants to be disconnected because the 
Participant is otherwise not connected to the Exchange's System and the 
Participant simply needs to reconnect to commence submitting and 
cancelling orders. Requiring a disconnect when a loss of communication 
is detected is a rational course of action for the Exchange to alert 
the Participant of the technical connectivity issue.
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    \21\ See NOM Rule at Chapter VI, Section 6(d). The Kill Switch 
would impact all three protocols, SQF, FIX and OTTO.
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    The Exchange's proposal to set a default timeframe of thirty (30) 
seconds for FIX and permit a FIX user to customize their timeframe 
between 1 second and 30 seconds for the removal of orders is consistent 
with the Act and the protection of investors because the purpose of 
this optional feature is to mitigate the risk of potential erroneous or 
unintended executions associated with a loss in communication with a 
Client Application. Participants selecting the removal feature are able 
to better anticipate the appropriate time that they require prior to a 
logoff as compared to the Exchange, within the Exchange's prescribed 
timeframes.
    The Exchange does not desire to trigger unwarranted logoffs of 
Participants and therefore permits Participants to provide a time to 
the Exchange, within the Exchange's prescribed timeframe, to authorize 
the Exchange to disconnect the Participant and remove orders. The 
``nn'' seconds serve as the Participant's instruction to the Exchange 
to act upon the loss of connection and remove orders from the System. 
The Participant is also best positioned to determine that it only 
desires the disconnect feature, which is mandatory, and not the removal 
feature.
    The Exchange's proposal to offer FIX users the removal feature on a 
voluntary basis is similar to Phlx and BX.\22\ Both Phlx and BX have 
identical rules regarding FIX and a loss of communication as proposed 
for NOM.
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    \22\ See Phlx Rule 1019(c) and BX Rule at Chapter VI, Section 
6(e).
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    The proposed timeframe for the FIX feature is consistent with the 
Act because the Exchange seeks to provide its Participants with the 
ability to select the amount of time that they desire for a loss of 
communication prior to taking action to cancel open orders or simply 
disconnect. The Participant should have the ability to select the 
appropriate time, within a prescribed timeframe, for authorizing the 
Exchange to cancel its open orders or simply disconnect from the 
Exchange. Inadvertent cancellations may create a greater risk of harm 
to investors and the Participant is better positioned to determine the 
appropriate time, with the prescribed timeframe, to remove orders or 
disconnect.
    With respect to OTTO Ports, the Exchange notes that it offers OTTO 
to all market participants, not just NOM Market Makers. Similar to SQF, 
the Exchange desires to utilize the 15 second default with the ability 
to customize the setting to permit a timeframe between 100 milliseconds 
and 99,999 milliseconds. The Exchange believes that it is consistent 
with the Act to utilize the shorter timeframe of 15 seconds as compared 
to the 30 second timeframe for FIX because today, OTTO is utilized 
solely by NOM Market Makers, although it is offered to all 
Participants. OTTO orders submitted by NOM Market Makers over this 
interface are treated as quotes for purposes of compiling with quoting 
obligations.
    As noted previously, NOM Market Makers have quoting obligations 
\23\ and are more sensitive to price movements as compared to other 
market participants. NOM Market Makers need to remain vigilant of 
market conditions and react more quickly to market movements as 
compared to other Participants entering orders into the System. The 
proposal acknowledges this sensitivity borne by NOM Market Makers and 
reflects the reaction time of NOM Market Makers as compared to 
Participants entering orders. NOM Market Makers would be severely 
impacted by a loss of connectivity of more than several seconds. The 
NOM Market Makers would have exposure during the time period in which 
they are unable to manage their quote and update that quote. The 
Participant is best positioned to determine its setting. Also, the 
Exchange desires to offer NOM Market Makers the ability to have SQF 
quotes and OTTO orders removed with the same timeframes in order that 
NOM Market Makers may attend to all open interest in a similar manner 
with this risk feature.
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    \23\ See note 14 above.
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    The Exchange notes that offering the shorter timeframe, despite the 
fact that non-Market Maker Participants are utilizing this feature is 
also consistent with the Act because the removal feature will not be 
mandatory. The disconnect feature for OTTO will be mandatory, however 
market participants will have the option to either enable or disable 
the removal feature, which would result in the cancellation of all 
orders submitted over an OTTO Port when such port disconnects. NOM 
Market Makers will be able to set a similar timeframe for both SQF and 
OTTO to ensure all open interest is removed simultaneously.
    The Exchange believes that it is consistent with the Act to permit 
OTTO users to disable the removal feature, similar to FIX, because the 
Exchange does not desire to require non-Market Maker Participants to 
have orders removed on mandatory basis. While the Exchange believes 
that this risk feature will mitigate the risk of potential erroneous or 
unintended executions associated with a loss in communication with a 
Client Application which protects investors and the public interest, as 
noted above, Participants are able to better anticipate the appropriate 
time within which they may require prior to a logoff as compared to the 
Exchange.
    The Exchange does not desire to trigger unwarranted logoffs of 
Participants and therefore permits

[[Page 52931]]

Participants to provide an alternative time to the Exchange, within the 
Exchange's prescribed timeframe, which authorized the Exchange to 
disconnect the Participant. The ``nn'' seconds serve as the 
Participant's instruction to the Exchange to act upon the loss of 
connection and remove quotes from the System. This range will 
accommodate Participants in selecting their appropriate times within 
the prescribed timeframes.
    The Exchange believes this hybrid approach will permit NOM Market 
Makers to synchronize the removal of their SQF quotes and OTTO 
orders,\24\ while still permitting non-Market Maker Participants the 
ability to choose to enable the risk feature. OTTO is not available on 
either Phlx or BX, so the OTTO feature is not similar to those markets, 
rather, as mentioned, it is a hybrid approach.
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    \24\ NOM Market Makers may utilize both SQF and OTTO.
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    It is appropriate to offer this removal feature as optional to all 
Participants utilizing OTTO, who may not be required to provide quotes 
in all products in which they are registered. Non-Market Maker 
Participants utilizing OTTO may not bear the same magnitude of risk of 
potential erroneous or unintended executions as NOM Market Makers. In 
addition, non-Market Maker Participants utilizing OTTO may desire their 
orders to remain on the order book despite a technical disconnect, so 
as not to miss any opportunities for execution of such orders while the 
OTTO session is disconnected. OTTO is similar to FIX on Phlx and BX 
because it offers market participants, on a voluntary basis, the 
ability to cancel orders when a technical disconnect occurs.\25\
---------------------------------------------------------------------------

    \25\ See Phlx Rule 1019(c) and BX Rule at Chapter VI, Section 
6(e).
---------------------------------------------------------------------------

    The Exchange's default timeframe for the disconnect and removal of 
orders for OTTO is 15 seconds with the ability to modify that timeframe 
to between 100 milliseconds and 99,999 milliseconds, on a session by 
session basis. This timeframe is similar to the SQF timeframe offered 
by Phlx and BX today.\26\ Similar to FIX on Phlx and BX today, OTTO 
users may choose to enable or disable the removal feature when a 
disconnect occurs. The proposed timeframe for the OTTO feature is 
consistent with the Act because the Exchange seeks to provide its 
Participants with the ability to select the amount of time that they 
desire for a loss of communication prior to taking action to cancel 
open orders or simply disconnect.
---------------------------------------------------------------------------

    \26\ Id.
---------------------------------------------------------------------------

    The Exchange notes that Participants are free to select the 
protocols with which they desire to access NOM. The Exchange does not 
require Participants to utilize more than one protocol to access NOM. 
The proposed rule change will help maintain a fair and orderly market 
which promotes efficiency and protects investors. This mandatory 
removal feature for NOM Market Makers using SQF and optional removal 
for all market participants using FIX or OTTO will mitigate the risk of 
potential erroneous or unintended executions associated with a loss in 
communication with a Client Application.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. Specifically, the Exchange does 
not believe the proposed rule change will cause an undue burden on 
intra-market competition because NOM Market Makers, unlike other market 
participants, have greater risks in the market place. Quoting across 
many series in an option creates large principal positions that expose 
NOM Market Makers, who are required to continuously quote in assigned 
options, to potentially significant market risk.
    Providing a broader timeframe for the disconnect and removal of 
orders for FIX as compared to the disconnect and removal of quotes for 
SQF Ports does not create an undue burden on competition. NOM Market 
Makers have quoting obligations \27\ and are more sensitive to price 
movements as compared to other market participants. The proposal does 
not impose an undue burden on intra-market competition because it 
provides a tighter timeframe for the disconnect and removal of quotes 
for SQF Ports as compared to the disconnect and removal of orders, if 
enabled, for FIX Ports. NOM Market Makers need to remain vigilant of 
market conditions and react more quickly to market movements as 
compared to other Participants entering multiple orders into the 
System.
---------------------------------------------------------------------------

    \27\ See note 14 above.
---------------------------------------------------------------------------

    The proposal reflects this sensitivity borne by NOM Market Makers 
and reflects the reaction time of NOM Market Makers as compared to 
other Participants entering orders. Offering the removal feature to 
other market participants on an optional basis for FIX and OTTO users 
does not create an undue burden on intra-market competition because 
unlike NOM Market Makers, other market participants do not bear the 
same risks of potential erroneous or unintended executions. FIX users 
have the opportunity to disable the removal feature and simply 
disconnect from the Exchange. FIX users may also set a timeframe that 
is appropriate for their business. It is appropriate to offer this 
optional cancellation functionality to other market participants for 
open orders, because those orders are subject to risks of missed and/or 
unintended executions due to a lack of connectivity which the 
Participants need to weigh.
    Today, OTTO is utilized solely by NOM Market Makers, although it is 
offered to all Participants. OTTO Orders submitted by NOM Market Makers 
over this interface are treated as quotes for purposes of compiling 
with quoting obligations. NOM Market Makers have quoting obligations 
\28\ and are more sensitive to price movements as compared to other 
market participants. NOM Market Makers need to remain vigilant of 
market conditions and react more quickly to market movements as 
compared to other Participants entering orders into the System. For 
this reason, the proposal does not impose an undue burden on intra-
market competition because the proposal acknowledges this sensitivity 
borne by NOM Market Makers and reflects the reaction time of NOM Market 
Makers as compared to Participants entering orders. As noted, NOM 
Market Makers would be severely impacted by a loss of connectivity of 
more than several seconds. NOM Market Makers would have exposure during 
the time period in which they are unable to manage their quote and 
update that quote.
---------------------------------------------------------------------------

    \28\ See note 14 above.
---------------------------------------------------------------------------

    The Exchange's proposal offers NOM Market Makers the ability to 
have SQF and OTTO orders removed within the same timeframes in order 
that NOM Market Makers may attend to all open interest in a similar 
manner with this risk feature. The Exchange notes that offering the 
shorter timeframe, despite the fact that non-Market Maker Participants 
may utilize this feature does not impose an undue burden on intra-
market competition because the removal feature will not be mandatory. 
The disconnect feature for OTTO will be mandatory, however market 
participants will have the option to either enable or disable removal 
feature, which would result in the cancellation of all orders submitted 
over an OTTO Port when such port disconnects.

[[Page 52932]]

    The Exchange believes that it does not impose an undue burden on 
intra-market competition to permit OTTO users to disable the removal 
feature, similar to FIX, because the Exchange does not desire to 
require non-Market Maker Participants to have orders removed on 
mandatory basis. While the Exchange believes that this risk feature 
will mitigate the risk of potential erroneous or unintended executions 
associated with a loss in communication with a Client Application which 
protects investors and the public interest, as noted above, 
Participants are able to better anticipate the appropriate time within 
which they may require prior to a logoff as compared to the Exchange.
    The Exchange does not desire to trigger unwarranted logoffs of 
Participants and therefore permits Participants to provide an 
alternative time to the Exchange, within the Exchange's prescribed 
timeframe, which authorized the Exchange to disconnect the Participant. 
This hybrid approach will permit NOM Market Makers to synchronize the 
removal of their SQF quotes and OTTO orders, while still permitting 
non-NOM Market Makers the ability to choose to enable the risk feature.
    Finally, the Exchange does not believe that such change will impose 
any burden on inter-market competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. Other options 
exchanges offer similar functionality.\29\
---------------------------------------------------------------------------

    \29\ See BOX's Rule 8140, CBOE's Rule 6.23C, Phlx Rule 1019(c) 
and BX Rule at Chapter VI, Section 6(e).
---------------------------------------------------------------------------

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

    No written comments were either solicited or received.

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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \30\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\31\
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78s(b)(3)(a)(iii).
    \31\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days from the date of filing. However, Rule 
19b-4(f)(6)(iii) \32\ permits the Commission to designate a shorter 
time if such action is consistent with the protection of investors and 
the public interest. The Exchange has asked the Commission to waive the 
30-day operative delay so that it may immediately offer the proposed 
risk protection feature. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and 
the public interest. The Exchange proposes to adopt a functionality 
designed to assist Participants with managing certain risks in the 
event that a Participant loses communication with its FIX, SQF, or OTTO 
Ports due to a loss of connectivity. The Commission notes that other 
options exchanges currently have similar risk protection 
functionalities for their members.\33\ Therefore, the Commission hereby 
waives the 30-day operative delay and designates the proposal operative 
upon filing.\34\ At any time within 60 days of the filing of the 
proposed rule change, the Commission summarily may temporarily suspend 
such rule change if it appears to the Commission that such action is 
necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act. If 
the Commission takes such action, the Commission shall institute 
proceedings to determine whether the proposed rule should be approved 
or disapproved.
---------------------------------------------------------------------------

    \32\ 17 CFR 240.19b-4(f)(6)(iii).
    \33\ See Phlx Rule 1019(c) and BX Rule at Chapter VI, Section 
6(e).
    \34\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

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
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2016-097 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2016-097. 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 the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; 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-NASDAQ-2016-097 and should 
be submitted on or before August 31, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\35\
---------------------------------------------------------------------------

    \35\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18911 Filed 8-9-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                  52926                      Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

                                                  the basis for the Fund’s calculation of                    7. Applicants request an exemption to                Fund, to sell shares of the Master Fund
                                                  NAV at the end of the day.                              permit Funds of Funds to acquire Fund                   to the Feeder Fund beyond the
                                                     3. Shares will be purchased and                      shares beyond the limits of section                     limitations in section 12(d)(1)(B).
                                                  redeemed in Creation Units and                          12(d)(1)(A) of the Act; and the Funds,                     10. Section 6(c) of the Act permits the
                                                  generally on an in-kind basis. Except                   and any principal underwriter for the                   Commission to exempt any persons or
                                                  where the purchase or redemption will                   Funds, and/or any broker or dealer                      transactions from any provision of the
                                                  include cash under the limited                          registered under the Exchange Act, to                   Act if such exemption is necessary or
                                                  circumstances specified in the                          sell shares to Funds of Funds beyond                    appropriate in the public interest and
                                                  application, purchasers will be required                the limits of section 12(d)(1)(B) of the                consistent with the protection of
                                                  to purchase Creation Units by                           Act. The application’s terms and                        investors and the purposes fairly
                                                  depositing specified instruments                        conditions are designed to, among other                 intended by the policy and provisions of
                                                  (‘‘Deposit Instruments’’), and                          things, help prevent any potential (i)                  the Act. Section 12(d)(1)(J) of the Act
                                                  shareholders redeeming their shares                     undue influence over a Fund through                     provides that the Commission may
                                                  will receive specified instruments                      control or voting power, or in                          exempt any person, security, or
                                                  (‘‘Redemption Instruments’’). The                       connection with certain services,                       transaction, or any class or classes of
                                                  Deposit Instruments and the                             transactions, and underwritings, (ii)                   persons, securities, or transactions, from
                                                  Redemption Instruments will each                        excessive layering of fees, and (iii)                   any provision of section 12(d)(1) if the
                                                  correspond pro rata to the positions in                 overly complex fund structures, which                   exemption is consistent with the public
                                                  the Fund’s portfolio (including cash                    are the concerns underlying the limits                  interest and the protection of investors.
                                                  positions) except as specified in the                   in sections 12(d)(1)(A) and (B) of the                  Section 17(b) of the Act authorizes the
                                                  application.                                            Act.                                                    Commission to grant an order
                                                     4. Because shares will not be                           8. Applicants request an exemption                   permitting a transaction otherwise
                                                  individually redeemable, applicants                     from sections 17(a)(1) and 17(a)(2) of the              prohibited by section 17(a) if it finds
                                                  request an exemption from section                       Act to permit persons that are Affiliated               that (a) the terms of the proposed
                                                  5(a)(1) and section 2(a)(32) of the Act                 Persons, or Second Tier Affiliates, of the              transaction are fair and reasonable and
                                                  that would permit the Funds to register                 Funds, solely by virtue of certain                      do not involve overreaching on the part
                                                  as open-end management investment                       ownership interests, to effectuate                      of any person concerned; (b) the
                                                  companies and issue shares that are                     purchases and redemptions in-kind. The                  proposed transaction is consistent with
                                                  redeemable in Creation Units only.                      deposit procedures for in-kind                          the policies of each registered
                                                     5. Applicants also request an                        purchases of Creation Units and the                     investment company involved; and (c)
                                                  exemption from section 22(d) of the Act                 redemption procedures for in-kind                       the proposed transaction is consistent
                                                  and rule 22c–1 under the Act as                         redemptions of Creation Units will be                   with the general purposes of the Act.
                                                  secondary market trading in shares will                 the same for all purchases and
                                                  take place at negotiated prices, not at a               redemptions and Deposit Instruments                       For the Commission, by the Division of
                                                  current offering price described in a                   and Redemption Instruments will be                      Investment Management, under delegated
                                                  Fund’s prospectus, and not at a price                                                                           authority.
                                                                                                          valued in the same manner as those
                                                  based on NAV. Applicants state that (a)                 Portfolio Holdings currently held by the                Robert W. Errett,
                                                  secondary market trading in shares does                 Funds. Applicants also seek relief from                 Deputy Secretary.
                                                  not involve a Fund as a party and will                  the prohibitions on affiliated                          [FR Doc. 2016–18914 Filed 8–9–16; 8:45 am]
                                                  not result in dilution of an investment                 transactions in section 17(a) to permit a               BILLING CODE 8011–01–P
                                                  in shares, and (b) to the extent different              Fund to sell its shares to and redeem its
                                                  prices exist during a given trading day,                shares from a Fund of Funds, and to
                                                  or from day to day, such variances occur                engage in the accompanying in-kind                      SECURITIES AND EXCHANGE
                                                  as a result of third-party market forces,               transactions with the Fund of Funds.2                   COMMISSION
                                                  such as supply and demand. Therefore,                   The purchase of Creation Units by a                     [Release No. 34–78480; File No. SR–
                                                  applicants assert that secondary market                 Fund of Funds directly from a Fund will                 NASDAQ–2016–097]
                                                  transactions in shares will not lead to                 be accomplished in accordance with the
                                                  discrimination or preferential treatment                policies of the Fund of Funds and will                  Self-Regulatory Organizations; The
                                                  among purchasers. Finally, applicants                   be based on the NAVs of the Funds.                      NASDAQ Stock Market LLC; Notice of
                                                  represent that share market prices will                    9. Applicants also request relief to                 Filing and Immediate Effectiveness of
                                                  be disciplined by arbitrage                             permit a Feeder Fund to acquire shares                  Proposed Rule Change Related to
                                                  opportunities, which should prevent                     of another registered investment                        Detection of Loss of Connection
                                                  shares from trading at a material                       company managed by the Adviser
                                                  discount or premium from NAV.                           having substantially the same                           August 4, 2016.
                                                     6. With respect to Funds that hold                   investment objectives as the Feeder                        Pursuant to Section 19(b)(1) of the
                                                  non-U.S. Portfolio Holdings and that                    Fund (‘‘Master Fund’’) beyond the                       Securities Exchange Act of 1934
                                                  effect creations and redemptions of                     limitations in section 12(d)(1)(A) and                  (‘‘Act’’),1 and Rule 19b-4 thereunder,2
                                                  Creation Units in kind, applicants                      permit the Master Fund, and any                         notice is hereby given that on July 28,
                                                  request relief from the requirement                     principal underwriter for the Master                    2016, The NASDAQ Stock Market LLC
                                                  imposed by section 22(e) in order to                                                                            (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
                                                  allow such Funds to pay redemption                         2 The requested relief would apply to direct sales
                                                                                                                                                                  Securities and Exchange Commission
                                                  proceeds within fifteen calendar days                   of shares in Creation Units by a Fund to a Fund of
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                                                                                  (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                                                                                          Funds and redemptions of those shares. Applicants,
                                                  following the tender of Creation Units                  moreover, are not seeking relief from section 17(a)     rule change as described in Items I and
                                                  for redemption. Applicants assert that                  for, and the requested relief will not apply to,        II, below, which Items have been
                                                  the requested relief would not be                       transactions where a Fund could be deemed an            prepared by the Exchange. The
                                                  inconsistent with the spirit and intent of              Affiliated Person, or a Second-Tier Affiliate, of a     Commission is publishing this notice to
                                                                                                          Fund of Funds because an Adviser or an entity
                                                  section 22(e) to prevent unreasonable,                  controlling, controlled by or under common control
                                                  undisclosed or unforeseen delays in the                 with an Adviser provides investment advisory              1 15   U.S.C. 78s(b)(1).
                                                  actual payment of redemption proceeds.                  services to that Fund of Funds.                           2 17   CFR 240.19b–4.



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                                                                             Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                                     52927

                                                  solicit comments on the proposed rule                   OTTO Ports in the event that they lose                 Participant’s open quotes. Quotes will
                                                  change from interested persons.                         communication with a Client                            be cancelled across all Client
                                                                                                          Application due to a loss of                           Applications that are associated with
                                                  I. Self-Regulatory Organization’s
                                                                                                          connectivity. This feature is designed to              the same NOM Market Makers ID and
                                                  Statement of the Terms of Substance of
                                                                                                          protect NOM Options Market Makers 7                    underlying issues.
                                                  the Proposed Rule Change
                                                                                                          and other market participants from                        The Exchange proposes to define
                                                     The Exchange proposes to amend                       inadvertent exposure to excessive risk.                ‘‘Client Application’’ as the System
                                                  NASDAQ Options Market LLC’s                               By way of background, Participants                   component of the Participant through
                                                  (‘‘NOM’’) Rules at Chapter VI, Section 6,               currently enter quotes and orders                      which the Exchange Participant
                                                  entitled ‘‘Acceptance of Quotes and                     utilizing either an SQF, FIX or OTTO                   communicates its quotes and orders to
                                                  Orders’’ to adopt functionality which is                Port. SQF is utilized by NOM Options                   the Exchange at proposed Chapter VI,
                                                  designed to assist NOM Participants,                    Market Makers. FIX and OTTO are                        Section 6(e)(i)(D). The Exchange
                                                  hereinafter ‘‘Participants,’’ in the event              available to all market participants.                  proposes to define a ‘‘Heartbeat’’
                                                  that they lose communication with their                 These ports are System 8 components                    message as a communication that acts as
                                                  assigned Financial Information                          through which a Participant                            a virtual pulse between the SQF, FIX or
                                                  eXchange (‘‘FIX’’),3 Specialized Quote                  communicates its quotes and/or orders                  OTTO Port and the Client Application
                                                  Feed (‘‘SQF’’),4 or Ouch to Trade                       to the NOM match engine through the                    at proposed Chapter VI, Section
                                                  Options (‘‘OTTO’’) 5 Ports due to a loss                Participant’s Client Application.                      6(e)(i)(A). The Heartbeat message sent
                                                  of connectivity.                                          Under the proposed rule change, an                   by the Participant and subsequently
                                                     The text of the proposed rule change                 SQF Port would be defined as the                       received by the Exchange allows the
                                                  is available on the Exchange’s Web site                 Exchange’s System component through                    SQF, FIX or OTTO Port to continually
                                                  at http://nasdaq.cchwallstreet.com, at                  which Participants communicate their                   monitor its connection with the
                                                  the principal office of the Exchange, and               quotes from the Client Application at                  Participant.
                                                  at the Commission’s Public Reference                    proposed Chapter VI, Section 6(e)(i)(B).
                                                  Room.                                                   FIX and OTTO Ports would be defined                    SQF Ports
                                                                                                          as the Exchange’s System components                       The Exchange’s System has a default
                                                  II. Self-Regulatory Organization’s                      through which Participants
                                                  Statement of the Purpose of, and                                                                               time period, which will trigger a
                                                                                                          communicate their orders from the                      disconnect from the Exchange and
                                                  Statutory Basis for, the Proposed Rule                  Client Application at proposed Chapter
                                                  Change                                                                                                         remove quotes, set to fifteen (15)
                                                                                                          VI, Section 6(e)(i)(C). NOM Options                    seconds for SQF Ports. A Participant
                                                     In its filing with the Commission, the               Market Makers may submit quotes to the                 may change the default period of ‘‘nn’’
                                                  Exchange included statements                            Exchange from one or more SQF Ports.                   seconds of no technical connectivity to
                                                  concerning the purpose of and basis for                   Similarly, market participants may                   trigger a disconnect from the Exchange
                                                  the proposed rule change and discussed                  submit orders to the Exchange from one                 and remove quotes to a number between
                                                  any comments it received on the                         or more FIX and/or OTTO Ports. The                     one hundred (100) milliseconds and
                                                  proposed rule change. The text of these                 proposed removal feature will be                       99,999 milliseconds for SQF Ports prior
                                                  statements may be examined at the                       mandatory for each NOM Market                          to each session of connectivity to the
                                                  places specified in Item IV below. The                  Makers utilizing SQF for the removal of                Exchange. This feature is enabled for
                                                  Exchange has prepared summaries, set                    quotes and optional for any market                     each NOM Market Makers and may not
                                                  forth in sections A, B, and C below, of                 participant utilizing FIX and OTTO for                 be disabled.
                                                  the most significant aspects of such                    the removal of orders.                                    There are two ways to change the
                                                  statements.                                               When the SQF Port detects the loss of                number of ‘‘nn’’ seconds: (1)
                                                                                                          communication with a Participant’s                     systemically or (2) by contacting the
                                                  A. Self-Regulatory Organization’s                       Client Application because the
                                                  Statement of the Purpose of, and                                                                               Exchange’s operations staff. If the
                                                                                                          Exchange’s server does not receive a
                                                  Statutory Basis for, the Proposed Rule                                                                         Participant systemically changes the
                                                                                                          Heartbeat message 9 for a certain period
                                                  Change                                                                                                         default number of ‘‘nn’’ seconds, that
                                                                                                          of time (‘‘nn’’ seconds), the Exchange
                                                                                                                                                                 new setting shall be in effect throughout
                                                  1. Purpose                                              will automatically logoff the
                                                                                                                                                                 the current session of connectivity 10
                                                                                                          Participant’s affected Client Application
                                                     The Exchange proposes to amend                                                                              and will then default back to fifteen
                                                                                                          and automatically cancel all of the
                                                  Chapter VI, Section 6, entitled                                                                                seconds.11 The Participant may change
                                                  ‘‘Acceptance of Quotes and Orders’’ to                  automatically disconnect and cancel quotes for SQF
                                                                                                                                                                 the default setting systemically prior to
                                                  adopt a new section ‘‘(e)’’ entitled                    and offer the opportunity to cancel orders for FIX     each session of connectivity. The
                                                  ‘‘Detection of Loss of Connection,’’ a                  and OTTO in addition to a disconnect if elected,       Participant may also communicate the
                                                  new automated process which NOM                         when there is a loss of communication with the         time to the Exchange by calling the
                                                                                                          Participant’s Client Application. The Exchange is
                                                  proposes to adopt for its SQF,6 FIX and                 formalizing the process within Chapter VI, Section
                                                                                                                                                                 Exchange’s operations staff. If the time
                                                                                                          6(e).                                                  period is communicated to the
                                                    3 FIX permits the entry of orders.                       7 The term ‘‘Nasdaq Options Market Maker’’ or
                                                    4 SQF  permits the transmission of quotes to the      ‘‘Options Market Maker’’ (herein ‘‘NOM Market            10 Each time the Participant connects to the
                                                  Exchange by a NOM Market Maker using its Client         Maker’’) means an Options Participant registered       Exchange’s System is a new period of connectivity.
                                                  Application.                                            with the Exchange for the purpose of making            For example, if the Participant were to connect and
                                                     5 OTTO permits the transmission of orders to the     markets in options contracts traded on the             then disconnect within a trading day several times,
                                                  Exchange by a Participant. Immediate or cancel          Exchange and that is vested with the rights and        each time the Participant disconnected the next
mstockstill on DSK3G9T082PROD with NOTICES




                                                  orders will not be cancelled pursuant to this           responsibilities specified in Chapter VII of these     session would be a new session of connectivity.
                                                  Chapter VI, Section 6 because, by definition, these     Rules. See NOM Rules at Chapter I, Section 1(a)(26).     11 The Exchange’s System would capture the new
                                                  orders will cancel if not executed. All Participants       8 The term ‘‘System’’ shall mean the automated
                                                                                                                                                                 setting information that was changed by the
                                                  have the ability to utilize OTTO. Orders submitted      system for order execution and trade reporting         Participant and utilize the amended setting for that
                                                  by NOM Market Makers over this interface will be        owned and operated by NOM as the NOM Options           particular session. The setting would not persist
                                                  treated as quotes.                                      market. See Chapter VI, Section 1(a).                  beyond the current session of connectivity and the
                                                     6 Today, SQF, FIX and OTTO have the capability          9 It is important to note that the Exchange         setting would default back to 15 seconds for the
                                                  to cancel quotes and orders respectively. The rule      separately sends a connectivity message to the         next session if the Participant did not change the
                                                  change would adopt a formalized process to              Participant as evidence of connectivity.               setting again.



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                                                  52928                      Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

                                                  Exchange by calling Exchange                            orders submitted through that FIX Port.               feature is not enabled, the System will
                                                  operations, the number of ‘‘nn’’ seconds                If the removal of orders feature is not               simply disconnect the OTTO user and
                                                  selected by the Participant shall persist               enabled, the System will simply                       not cancel any orders. The OTTO user
                                                  for each subsequent session of                          disconnect the FIX user and not cancel                would have to commence a new session
                                                  connectivity until the Participant either               any orders. The FIX user would have to                to add, modify or cancel its orders once
                                                  contacts Exchange operations and                        commence a new session to add, modify                 disconnected.
                                                  changes the setting or the Participant                  or cancel its orders once disconnected.                  The trigger for the SQF, FIX and
                                                  systemically selects another time period                                                                      OTTO Ports is event and Client
                                                                                                          OTTO Ports
                                                  prior to the next session of connectivity.                                                                    Application specific. The automatic
                                                                                                             The Exchange’s System has a default                cancellation of the NOM Market Maker’s
                                                  FIX Ports                                               time period, which will trigger a                     quotes for SQF Ports and open orders,
                                                     The Exchange’s System has a default                  disconnect from the Exchange and                      if elected by the Participant for FIX and
                                                  time period, which will trigger a                       remove orders, set to fifteen (15)                    OTTO Ports entered into the respective
                                                  disconnect from the Exchange and                        seconds for OTTO Ports. The Participant               SQF, FIX or OTTO Ports via a particular
                                                  remove orders, set to thirty (30) seconds               may disable the removal of orders                     Client Application will neither impact
                                                  for FIX Ports. The Participant may                      feature but not the disconnect feature. If            nor determine the treatment of the
                                                  disable the removal of orders feature but               the Participant elects to have its orders             quotes of other NOM Market Makers
                                                  not the disconnect feature. If the                      removed, in addition to the disconnect,               entered into SQF Ports or orders of the
                                                  Participant elects to have its orders                   the Participant may determine a time                  same or other Participants entered into
                                                  removed, in addition to the disconnect,                 period of no technical connectivity to                FIX or OTTO Ports via a separate and
                                                  the Participant may determine a time                    trigger the disconnect and removal of                 distinct Client Application.
                                                  period of no technical connectivity to                  orders between one hundred (100)
                                                                                                                                                                   In other words, with respect to quotes,
                                                  trigger the disconnect and removal of                   milliseconds and 99,999 milliseconds.
                                                  orders between (1) second and thirty                       There are two ways to change the                   each NOM Market Maker only
                                                  (30) seconds for FIX Ports prior to each                number of ‘‘nn’’ seconds: (1)                         maintains one quote in a given option
                                                  session of connectivity to the Exchange.                systemically or (2) by contacting the                 in the order book. A new quote would
                                                     There are two ways to change the                     Exchange’s operations staff. If the                   replace the existing quote. Orders on the
                                                  number of ‘‘nn’’ seconds: (1)                           Participant systemically changes the                  other hand do not replace each other in
                                                  systemically or (2) by contacting the                   default number of ‘‘nn’’ seconds, that                the order book as multiple orders may
                                                  Exchange’s operations staff. If the                     new setting shall be in effect throughout             exist in a given option at once.
                                                  Participant systemically changes the                    that session of connectivity and will                 Therefore, the difference in the impact
                                                  default number of ‘‘nn’’ seconds, that                  then default back to fifteen seconds at               between NOM Market Makers
                                                  new setting shall be in effect throughout               the end of that session. The Participant              submitting quotes and Participants
                                                  that session of connectivity and will                   may change the default setting                        submitting orders is that quotes may
                                                  then default back to thirty seconds at                  systemically prior to each session of                 continue to be submitted and/or
                                                  the end of that session. The Participant                connectivity. The Participant may also                refreshed by unaffected NOM Market
                                                  may change the default setting                          communicate the time to the Exchange                  Makers because these market
                                                  systemically prior to each session of                   by calling the Exchange’s operations                  participants are cancelled based on ID
                                                  connectivity. The Participant may also                  staff. If the time period is communicated             when an SQF Port disconnects, whereas
                                                  communicate the time to the Exchange                    to the Exchange by calling Exchange                   all of the open orders submitted by a
                                                  by calling the Exchange’s operations                    operations, the number of ‘‘nn’’ seconds              given firm will be impacted when a FIX
                                                  staff. If the time period is communicated               selected by the Participant shall persist             or OTTO port disconnects, if the firm
                                                  to the Exchange by calling Exchange                     for each subsequent session of                        elected to have orders cancelled.
                                                  operations, the number of ‘‘nn’’ seconds                connectivity until the Participant either                The Exchange will issue an Options
                                                  selected by the Participant shall persist               contacts Exchange operations and                      Trader Alert advising Participants on
                                                  for each subsequent session of                          changes the setting or the Participant                the manner in which they should
                                                  connectivity until the Participant either               systemically selects another time period              communicate the number of ‘‘nn’’
                                                  contacts Exchange operations and                        prior to the next session of connectivity.            seconds to the Exchange for SQF, FIX
                                                  changes the setting or the Participant                     Similar to SQF and FIX Ports, when                 and OTTO Ports.
                                                  systemically selects another time period                an OTTO Port detects the loss of                      2. Statutory Basis
                                                  prior to the next session of connectivity.              communication with a Participant’s
                                                     Similar to SQF Ports, when a FIX Port                Client Application for a certain time                    The Exchange believes that its
                                                  detects the loss of communication with                  period (‘‘nn’’ seconds), the Exchange                 proposal is consistent with Section 6(b)
                                                  a Participant’s Client Application for a                will automatically logoff the                         of the Act,12 in general, and furthers the
                                                  certain time period (‘‘nn’’ seconds), the               Participant’s affected Client Application             objectives of Section 6(b)(5) of the Act,13
                                                  Exchange will automatically logoff the                  and if elected, automatically cancel all              in particular, in that it is designed to
                                                  Participant’s affected Client Application               open orders. The Participant may have                 promote just and equitable principles of
                                                  and if elected, automatically cancel all                an order which has routed away prior to               trade, to remove impediments to and
                                                  open orders. The Participant may have                   the cancellation; in the event that the               perfect the mechanism of a free and
                                                  an order which has routed away prior to                 order returns to the Order Book, because              open market and a national market
                                                  the cancellation, in the event that the                 it was either not filled or partially filled,         system, and, in general to protect
                                                  order returns to the Order Book, because                that order will be subsequently                       investors and the public interest, by
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                                                  it was either not filled or partially filled,           cancelled.                                            offering removal functionality for NOM
                                                  that order will be subsequently                            The disconnect feature is mandatory                Market Makers as well as all other
                                                  cancelled.                                              for OTTO users however the user has                   market participants to prevent
                                                     The disconnect feature is mandatory                  the ability to elect to also enable a                 disruption in the marketplace and also
                                                  for FIX users, however the user has the                 removal feature, which will cancel all
                                                  ability to elect to also enable a removal               open orders submitted through that                      12 15   U.S.C. 78f(b).
                                                  feature, which will cancel all open                     OTTO Port. If the removal of orders                     13 15   U.S.C. 78f(b)(5).



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                                                                              Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                                   52929

                                                  offering this removal feature to other                    unintended executions associated with                  Application, which is processed by the
                                                  market participants.                                      a loss in communication with a Client                  System, automatically executes at the
                                                     NOM Market Makers will be required                     Application. Participants are able to                  price up to the NOM Market Maker’s
                                                  to utilize removal functionality with                     better anticipate the appropriate time                 size. In other words, the System will
                                                  respect to SQF Ports. This feature will                   within which they may require prior to                 process the request for cancellation in
                                                  remove impediments to and perfect the                     a logoff as compared to the Exchange.                  the order it was received by the System.
                                                  mechanism of a free and open market                       The Participant is being offered a                        The System operates consistently
                                                  and a national market system and                          timeframe by the Exchange within                       with the firm quote obligations of a
                                                  protect investors and the public interest                 which to select the appropriate time.                  broker-dealer pursuant to Rule 602 of
                                                  by requiring NOM Market Makers                            The Exchange does not desire to trigger                Regulation NMS. Specifically, with
                                                  quotes to be removed in the event of a                    unwarranted logoffs of Participants and                respect to NOM Market Makers, their
                                                  loss of connectivity with the Exchange’s                  therefore permits Participants to provide              obligation to provide continuous two-
                                                  System. NOM Market Makers provide                         an alternative time to the Exchange,                   sided quotes on a daily basis is not
                                                  liquidity to the market place and have                    within the Exchange’s prescribed                       diminished by the removal of such
                                                  obligations unlike other market                           timeframe, which authorized the                        quotes triggered by the disconnect.
                                                  participants.14 This risk feature for SQF                 Exchange to disconnect the Participant.                NOM Market Makers are required to
                                                  is important because it will enable NOM                   The ‘‘nn’’ seconds serve as the                        provide continuous two-sided quotes on
                                                  Market Makers to avoid risks associated                   Participant’s instruction to the Exchange              a daily basis.17 NOM Market Makers
                                                  with inadvertent executions in the event                  to act upon the loss of connection and                 will not be relieved of the obligation to
                                                  of a loss of connectivity with the                        remove quotes from the System. This                    provide continuous two-sided quotes on
                                                  Exchange. The proposed rule change is                     range will accommodate Participants in                 a daily basis, nor will it prohibit the
                                                  designed to not permit unfair                             selecting their appropriate times within               Exchange from taking disciplinary
                                                  discrimination among market                               the prescribed timeframes.                             action against a NOM Market Makers for
                                                  participants, as it would apply                              Also, NOM Market Makers have                        failing to meet the continuous quoting
                                                  uniformly to all NOM Market Makers                        quoting obligations 15 and are more                    obligation each trading day as a result
                                                  utilizing SQF.                                            sensitive to price movements as                        of disconnects.
                                                     Utilizing a time period for SQF Ports                  compared to other market participants.                    The proposal to permit NOM Market
                                                  of fifteen (15) seconds and permitting                    It is consistent with the Act to provide               Makers to amend the default setting at
                                                  the NOM Market Makers to modify the                       a wider timeframe within which to                      the beginning of each session of
                                                  setting to between 100 milliseconds and                   customize settings for FIX Ports as                    connectivity is consistent with the Act
                                                  99,999 milliseconds is consistent with                    compared to SQF Ports. NOM Market                      because it avoids unwarranted logoffs of
                                                  the Act because the Exchange does not                     Makers need to remain vigilant of                      Participants and provides Participants
                                                  desire to trigger unwarranted logoffs of                  market conditions and react more                       the opportunity to set a time, within the
                                                  Participants and therefore allows                         quickly to market movements as                         prescribed timeframe, to authorize the
                                                  Participants the ability to set their time                compared to other Participants entering                Exchange to disconnect the Participant.
                                                                                                            orders into the System. The proposal                      Today, NASDAQ PHLX LLC (‘‘Phlx’’)
                                                  in order to enable the Exchange the
                                                                                                            acknowledges this sensitivity borne by                 and NASDAQ BX, INC. (‘‘BX’’) offer its
                                                  authority to disconnect the Participant
                                                                                                            NOM Market Makers and reflects the                     market makers a similar feature to the
                                                  with this feature. Each NOM Market
                                                                                                            reaction time of NOM Market Makers as                  one proposed by the Exchange for the
                                                  Makers has different levels of sensitivity
                                                                                                            compared to Participants entering                      automatic removal of quotes when
                                                  with respect to this disconnect setting
                                                                                                            orders. Of note, the proposed                          connectivity issues arise.18 Phlx and BX
                                                  and each NOM Market Makers has their
                                                                                                            customized timeframe for FIX would be                  have identical rules to the NOM
                                                  own system safeguards as well. A
                                                                                                            too long for NOM Market Makers given                   proposal for SQF Ports.
                                                  default setting of fifteen (15) seconds is                                                                          With respect to FIX Ports,19 the
                                                  appropriate to capture the needs of all                   their quoting requirements and
                                                                                                                                                                   Exchange will offer an optional removal
                                                  NOM Market Makers and high enough                         sensitivity to price movements. NOM
                                                                                                                                                                   functionality to all market participants.
                                                  not to trigger unwarranted removal of                     Market Makers would be severely
                                                                                                                                                                   Offering the FIX removal feature on a
                                                  quotes.                                                   impacted by a loss of connectivity of
                                                                                                                                                                   voluntary basis to all other non-Market
                                                     Further, NOM Market Makers are able                    more than several seconds. The NOM
                                                                                                                                                                   Maker Participants is consistent with
                                                  to customize their setting. The                           Market Makers would have exposure
                                                                                                                                                                   the Act because it permits them an
                                                  Exchange’s proposal to permit a                           during the time period in which they
                                                                                                                                                                   opportunity to utilize this risk feature,
                                                  timeframe for SQF Ports between 100                       are unable to manage their quote and
                                                                                                                                                                   if desired, and avoid risks associated
                                                  milliseconds and 99,999 milliseconds is                   update that quote. The Participant is
                                                                                                                                                                   with inadvertent executions in the event
                                                  consistent with the Act and the                           best positioned to determine its setting.
                                                                                                               The Exchange’s proposal is further                  of a loss of connectivity with the
                                                  protection of investors because the
                                                                                                            consistent with the Act because it will                Exchange. The removal feature is
                                                  purpose of this feature is to mitigate the
                                                                                                            mitigate the risk of potential erroneous               designed to mitigate the risk of missed
                                                  risk of potential erroneous or
                                                                                                            or unintended executions associated                    and/or unintended executions
                                                     14 Pursuant to NOM Rules at Chapter VII, Section       with a loss in communication with a                    associated with a loss in communication
                                                  5, entitled ‘‘Obligations of NOM Options Market           Client Application which protects                      with a Client Application.
                                                  Makers’’, in registering as a market maker, an                                                                      The proposed rule change is designed
                                                                                                            investors and the public interest. Also,
                                                  Options Participant commits himself to various                                                                   to not permit unfair discrimination
                                                  obligations. Transactions of a NOM Options Market         any interest that is executable against a
                                                                                                                                                                   among market participants, as this
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                                                  Makers must constitute a course of dealings               NOM Market Maker’s quotes that is
                                                  reasonably calculated to contribute to the                received 16 by the Exchange prior to the                 17 See note 14 above.
                                                  maintenance of a fair and orderly market, and NOM
                                                  Options Market Makers should not make bids or
                                                                                                            trigger of the disconnect to the Client                  18 See Phlx Rule 1019(c) and BX Rule at Chapter
                                                  offers or enter into transactions that are inconsistent                                                          VI, Section 6(e).
                                                                                                              15 Seenote 14 above.
                                                  with such course of dealings. Further, all NOM                                                                     19 OTTO ports may be utilized today by non-NOM

                                                  Options Market Makers are designated as specialists         16 Thetime of receipt for an order or quote is the   Market Makers. The removal functionality remains
                                                  on NOM for all purposes under the Act or rules            time such message is processed by the Exchange         optional for non-NOM Market Makers similar to
                                                  thereunder. See Chapter VII, Section 5.                   book.                                                  FIX.



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                                                  52930                      Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

                                                  removal feature will be offered                         or unintended executions associated                      As noted previously, NOM Market
                                                  uniformly to all Participants utilizing                 with a loss in communication with a                   Makers have quoting obligations 23 and
                                                  FIX. The Exchange will not require                      Client Application. Participants                      are more sensitive to price movements
                                                  OTTO users to utilize the removal                       selecting the removal feature are able to             as compared to other market
                                                  feature for orders similar to FIX. The                  better anticipate the appropriate time                participants. NOM Market Makers need
                                                  disconnect feature for FIX is mandatory,                that they require prior to a logoff as                to remain vigilant of market conditions
                                                  however market participants will have                   compared to the Exchange, within the                  and react more quickly to market
                                                  the option to either enable or disable the              Exchange’s prescribed timeframes.                     movements as compared to other
                                                  removal feature, which would result in                     The Exchange does not desire to                    Participants entering orders into the
                                                  the cancellation of all orders submitted                trigger unwarranted logoffs of                        System. The proposal acknowledges this
                                                  over a FIX port when such port                          Participants and therefore permits                    sensitivity borne by NOM Market
                                                  disconnects. It is appropriate to offer                 Participants to provide a time to the                 Makers and reflects the reaction time of
                                                  this removal feature as optional to all                 Exchange, within the Exchange’s                       NOM Market Makers as compared to
                                                  market participants utilizing FIX                       prescribed timeframe, to authorize the                Participants entering orders. NOM
                                                  because these market participants may                   Exchange to disconnect the Participant                Market Makers would be severely
                                                  not bear the same magnitude of risk of                  and remove orders. The ‘‘nn’’ seconds                 impacted by a loss of connectivity of
                                                  potential erroneous or unintended                       serve as the Participant’s instruction to             more than several seconds. The NOM
                                                  executions.20 In addition, market                       the Exchange to act upon the loss of                  Market Makers would have exposure
                                                  participants utilizing FIX may desire                   connection and remove orders from the                 during the time period in which they
                                                  their orders to remain on the order book                System. The Participant is also best                  are unable to manage their quote and
                                                  despite a technical disconnect, so as not               positioned to determine that it only                  update that quote. The Participant is
                                                  to miss any opportunities for execution                 desires the disconnect feature, which is              best positioned to determine its setting.
                                                  of such orders while the FIX session is                 mandatory, and not the removal feature.               Also, the Exchange desires to offer NOM
                                                  disconnected. The Exchange will                            The Exchange’s proposal to offer FIX               Market Makers the ability to have SQF
                                                  disconnect Participants from the                        users the removal feature on a voluntary              quotes and OTTO orders removed with
                                                  Exchange and not cancel its orders if the               basis is similar to Phlx and BX.22 Both               the same timeframes in order that NOM
                                                  removal feature is disabled for FIX. The                Phlx and BX have identical rules                      Market Makers may attend to all open
                                                  disconnect feature is mandatory and                     regarding FIX and a loss of                           interest in a similar manner with this
                                                  will cause the Participant to be                        communication as proposed for NOM.                    risk feature.
                                                                                                             The proposed timeframe for the FIX                    The Exchange notes that offering the
                                                  disconnected within the default
                                                                                                          feature is consistent with the Act                    shorter timeframe, despite the fact that
                                                  timeframe or the timeframe otherwise
                                                                                                          because the Exchange seeks to provide                 non-Market Maker Participants are
                                                  specified by the Participant.
                                                                                                          its Participants with the ability to select           utilizing this feature is also consistent
                                                    This feature is consistent with the Act
                                                                                                          the amount of time that they desire for               with the Act because the removal
                                                  because it enables FIX or OTTO users,
                                                                                                          a loss of communication prior to taking               feature will not be mandatory. The
                                                  particularly non-Market Maker OTTO
                                                                                                          action to cancel open orders or simply                disconnect feature for OTTO will be
                                                  users, the ability to disconnect from the
                                                                                                          disconnect. The Participant should have               mandatory, however market participants
                                                  Exchange, assess the situation and make
                                                                                                          the ability to select the appropriate time,           will have the option to either enable or
                                                  a determination concerning their risk
                                                                                                          within a prescribed timeframe, for                    disable the removal feature, which
                                                  exposure. The Exchange notes that in
                                                                                                          authorizing the Exchange to cancel its                would result in the cancellation of all
                                                  the event that orders need to be
                                                                                                          open orders or simply disconnect from                 orders submitted over an OTTO Port
                                                  removed, the Participant may elect to
                                                                                                          the Exchange. Inadvertent cancellations               when such port disconnects. NOM
                                                  utilize the Kill Switch 21 feature. It is
                                                                                                          may create a greater risk of harm to                  Market Makers will be able to set a
                                                  consistent with the Act to require other
                                                                                                          investors and the Participant is better               similar timeframe for both SQF and
                                                  market participants to be disconnected
                                                                                                          positioned to determine the appropriate               OTTO to ensure all open interest is
                                                  because the Participant is otherwise not
                                                                                                          time, with the prescribed timeframe, to               removed simultaneously.
                                                  connected to the Exchange’s System and                                                                           The Exchange believes that it is
                                                                                                          remove orders or disconnect.
                                                  the Participant simply needs to                            With respect to OTTO Ports, the                    consistent with the Act to permit OTTO
                                                  reconnect to commence submitting and                    Exchange notes that it offers OTTO to                 users to disable the removal feature,
                                                  cancelling orders. Requiring a                          all market participants, not just NOM                 similar to FIX, because the Exchange
                                                  disconnect when a loss of                               Market Makers. Similar to SQF, the                    does not desire to require non-Market
                                                  communication is detected is a rational                 Exchange desires to utilize the 15                    Maker Participants to have orders
                                                  course of action for the Exchange to                    second default with the ability to                    removed on mandatory basis. While the
                                                  alert the Participant of the technical                  customize the setting to permit a                     Exchange believes that this risk feature
                                                  connectivity issue.                                     timeframe between 100 milliseconds                    will mitigate the risk of potential
                                                    The Exchange’s proposal to set a                      and 99,999 milliseconds. The Exchange                 erroneous or unintended executions
                                                  default timeframe of thirty (30) seconds                believes that it is consistent with the               associated with a loss in communication
                                                  for FIX and permit a FIX user to                        Act to utilize the shorter timeframe of               with a Client Application which
                                                  customize their timeframe between 1                     15 seconds as compared to the 30                      protects investors and the public
                                                  second and 30 seconds for the removal                   second timeframe for FIX because today,               interest, as noted above, Participants are
                                                  of orders is consistent with the Act and                OTTO is utilized solely by NOM Market                 able to better anticipate the appropriate
                                                  the protection of investors because the
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                                                                                                          Makers, although it is offered to all                 time within which they may require
                                                  purpose of this optional feature is to                  Participants. OTTO orders submitted by                prior to a logoff as compared to the
                                                  mitigate the risk of potential erroneous                NOM Market Makers over this interface                 Exchange.
                                                                                                          are treated as quotes for purposes of                    The Exchange does not desire to
                                                    20 NOM Market Makers utilizes both SQF and

                                                  OTTO and would be subject to quoting obligations.       compiling with quoting obligations.                   trigger unwarranted logoffs of
                                                    21 See NOM Rule at Chapter VI, Section 6(d). The                                                            Participants and therefore permits
                                                  Kill Switch would impact all three protocols, SQF,        22 See Phlx Rule 1019(c) and BX Rule at Chapter

                                                  FIX and OTTO.                                           VI, Section 6(e).                                       23 See   note 14 above.



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                                                                             Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                           52931

                                                  Participants to provide an alternative                  action to cancel open orders or simply                 undue burden on intra-market
                                                  time to the Exchange, within the                        disconnect.                                            competition because unlike NOM
                                                  Exchange’s prescribed timeframe, which                    The Exchange notes that Participants                 Market Makers, other market
                                                  authorized the Exchange to disconnect                   are free to select the protocols with                  participants do not bear the same risks
                                                  the Participant. The ‘‘nn’’ seconds serve               which they desire to access NOM. The                   of potential erroneous or unintended
                                                  as the Participant’s instruction to the                 Exchange does not require Participants                 executions. FIX users have the
                                                  Exchange to act upon the loss of                        to utilize more than one protocol to                   opportunity to disable the removal
                                                  connection and remove quotes from the                   access NOM. The proposed rule change                   feature and simply disconnect from the
                                                  System. This range will accommodate                     will help maintain a fair and orderly                  Exchange. FIX users may also set a
                                                  Participants in selecting their                         market which promotes efficiency and                   timeframe that is appropriate for their
                                                  appropriate times within the prescribed                 protects investors. This mandatory                     business. It is appropriate to offer this
                                                  timeframes.                                             removal feature for NOM Market Makers                  optional cancellation functionality to
                                                                                                          using SQF and optional removal for all                 other market participants for open
                                                     The Exchange believes this hybrid                    market participants using FIX or OTTO                  orders, because those orders are subject
                                                  approach will permit NOM Market                         will mitigate the risk of potential                    to risks of missed and/or unintended
                                                  Makers to synchronize the removal of                    erroneous or unintended executions                     executions due to a lack of connectivity
                                                  their SQF quotes and OTTO orders,24                     associated with a loss in communication                which the Participants need to weigh.
                                                  while still permitting non-Market Maker                 with a Client Application.                                Today, OTTO is utilized solely by
                                                  Participants the ability to choose to                                                                          NOM Market Makers, although it is
                                                  enable the risk feature. OTTO is not                    B. Self-Regulatory Organization’s
                                                                                                          Statement on Burden on Competition                     offered to all Participants. OTTO Orders
                                                  available on either Phlx or BX, so the                                                                         submitted by NOM Market Makers over
                                                  OTTO feature is not similar to those                      The Exchange does not believe that
                                                                                                                                                                 this interface are treated as quotes for
                                                  markets, rather, as mentioned, it is a                  the proposed rule change will impose
                                                                                                                                                                 purposes of compiling with quoting
                                                  hybrid approach.                                        any burden on competition not
                                                                                                                                                                 obligations. NOM Market Makers have
                                                                                                          necessary or appropriate in furtherance
                                                     It is appropriate to offer this removal                                                                     quoting obligations 28 and are more
                                                                                                          of the purposes of the Act. Specifically,
                                                  feature as optional to all Participants                                                                        sensitive to price movements as
                                                                                                          the Exchange does not believe the
                                                  utilizing OTTO, who may not be                          proposed rule change will cause an                     compared to other market participants.
                                                  required to provide quotes in all                       undue burden on intra-market                           NOM Market Makers need to remain
                                                  products in which they are registered.                  competition because NOM Market                         vigilant of market conditions and react
                                                  Non-Market Maker Participants utilizing                 Makers, unlike other market                            more quickly to market movements as
                                                  OTTO may not bear the same magnitude                    participants, have greater risks in the                compared to other Participants entering
                                                  of risk of potential erroneous or                       market place. Quoting across many                      orders into the System. For this reason,
                                                  unintended executions as NOM Market                     series in an option creates large                      the proposal does not impose an undue
                                                  Makers. In addition, non-Market Maker                   principal positions that expose NOM                    burden on intra-market competition
                                                  Participants utilizing OTTO may desire                  Market Makers, who are required to                     because the proposal acknowledges this
                                                  their orders to remain on the order book                continuously quote in assigned options,                sensitivity borne by NOM Market
                                                  despite a technical disconnect, so as not               to potentially significant market risk.                Makers and reflects the reaction time of
                                                  to miss any opportunities for execution                   Providing a broader timeframe for the                NOM Market Makers as compared to
                                                  of such orders while the OTTO session                   disconnect and removal of orders for                   Participants entering orders. As noted,
                                                  is disconnected. OTTO is similar to FIX                 FIX as compared to the disconnect and                  NOM Market Makers would be severely
                                                  on Phlx and BX because it offers market                 removal of quotes for SQF Ports does                   impacted by a loss of connectivity of
                                                  participants, on a voluntary basis, the                 not create an undue burden on                          more than several seconds. NOM Market
                                                  ability to cancel orders when a technical               competition. NOM Market Makers have                    Makers would have exposure during the
                                                  disconnect occurs.25                                    quoting obligations 27 and are more                    time period in which they are unable to
                                                                                                          sensitive to price movements as                        manage their quote and update that
                                                     The Exchange’s default timeframe for
                                                                                                          compared to other market participants.                 quote.
                                                  the disconnect and removal of orders for
                                                                                                          The proposal does not impose an undue                     The Exchange’s proposal offers NOM
                                                  OTTO is 15 seconds with the ability to
                                                                                                          burden on intra-market competition                     Market Makers the ability to have SQF
                                                  modify that timeframe to between 100
                                                                                                          because it provides a tighter timeframe                and OTTO orders removed within the
                                                  milliseconds and 99,999 milliseconds,
                                                                                                          for the disconnect and removal of                      same timeframes in order that NOM
                                                  on a session by session basis. This
                                                                                                          quotes for SQF Ports as compared to the                Market Makers may attend to all open
                                                  timeframe is similar to the SQF
                                                                                                          disconnect and removal of orders, if                   interest in a similar manner with this
                                                  timeframe offered by Phlx and BX
                                                                                                          enabled, for FIX Ports. NOM Market                     risk feature. The Exchange notes that
                                                  today.26 Similar to FIX on Phlx and BX
                                                                                                          Makers need to remain vigilant of                      offering the shorter timeframe, despite
                                                  today, OTTO users may choose to
                                                                                                          market conditions and react more                       the fact that non-Market Maker
                                                  enable or disable the removal feature
                                                                                                          quickly to market movements as                         Participants may utilize this feature
                                                  when a disconnect occurs. The
                                                                                                          compared to other Participants entering                does not impose an undue burden on
                                                  proposed timeframe for the OTTO                                                                                intra-market competition because the
                                                  feature is consistent with the Act                      multiple orders into the System.
                                                                                                            The proposal reflects this sensitivity               removal feature will not be mandatory.
                                                  because the Exchange seeks to provide                                                                          The disconnect feature for OTTO will be
                                                  its Participants with the ability to select             borne by NOM Market Makers and
                                                                                                          reflects the reaction time of NOM                      mandatory, however market participants
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                                                  the amount of time that they desire for                                                                        will have the option to either enable or
                                                                                                          Market Makers as compared to other
                                                  a loss of communication prior to taking                                                                        disable removal feature, which would
                                                                                                          Participants entering orders. Offering
                                                                                                          the removal feature to other market                    result in the cancellation of all orders
                                                    24 NOM Market Makers may utilize both SQF and
                                                                                                          participants on an optional basis for FIX              submitted over an OTTO Port when
                                                  OTTO.
                                                    25 See Phlx Rule 1019(c) and BX Rule at Chapter       and OTTO users does not create an                      such port disconnects.
                                                  VI, Section 6(e).
                                                    26 Id.                                                  27 See   note 14 above.                                28 See   note 14 above.



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                                                  52932                       Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

                                                     The Exchange believes that it does not                    A proposed rule change filed under                    • Send an email to rule-
                                                  impose an undue burden on intra-                          Rule 19b–4(f)(6) normally does not                     comments@sec.gov. Please include File
                                                  market competition to permit OTTO                         become operative for 30 days from the                  Number SR–NASDAQ–2016–097 on the
                                                  users to disable the removal feature,                     date of filing. However, Rule 19b–                     subject line.
                                                  similar to FIX, because the Exchange                      4(f)(6)(iii) 32 permits the Commission to
                                                  does not desire to require non-Market                     designate a shorter time if such action                Paper Comments
                                                  Maker Participants to have orders                         is consistent with the protection of                     • Send paper comments in triplicate
                                                  removed on mandatory basis. While the                     investors and the public interest. The
                                                                                                                                                                   to Secretary, Securities and Exchange
                                                  Exchange believes that this risk feature                  Exchange has asked the Commission to
                                                  will mitigate the risk of potential                                                                              Commission, 100 F Street NE.,
                                                                                                            waive the 30-day operative delay so that
                                                  erroneous or unintended executions                                                                               Washington, DC 20549–1090.
                                                                                                            it may immediately offer the proposed
                                                  associated with a loss in communication                   risk protection feature. The Commission                All submissions should refer to File
                                                  with a Client Application which                           believes that waiving the 30-day                       Number SR–NASDAQ–2016–097. This
                                                  protects investors and the public                         operative delay is consistent with the                 file number should be included on the
                                                  interest, as noted above, Participants are                protection of investors and the public                 subject line if email is used. To help the
                                                  able to better anticipate the appropriate                 interest. The Exchange proposes to                     Commission process and review your
                                                  time within which they may require                        adopt a functionality designed to assist               comments more efficiently, please use
                                                  prior to a logoff as compared to the                      Participants with managing certain risks               only one method. The Commission will
                                                  Exchange.                                                 in the event that a Participant loses
                                                     The Exchange does not desire to                                                                               post all comments on the Commission’s
                                                                                                            communication with its FIX, SQF, or                    Internet Web site (http://www.sec.gov/
                                                  trigger unwarranted logoffs of                            OTTO Ports due to a loss of
                                                  Participants and therefore permits                                                                               rules/sro.shtml). Copies of the
                                                                                                            connectivity. The Commission notes
                                                  Participants to provide an alternative                                                                           submission, all subsequent
                                                                                                            that other options exchanges currently
                                                  time to the Exchange, within the                                                                                 amendments, all written statements
                                                                                                            have similar risk protection
                                                  Exchange’s prescribed timeframe, which                                                                           with respect to the proposed rule
                                                                                                            functionalities for their members.33
                                                  authorized the Exchange to disconnect                     Therefore, the Commission hereby                       change that are filed with the
                                                  the Participant. This hybrid approach                     waives the 30-day operative delay and                  Commission, and all written
                                                  will permit NOM Market Makers to                          designates the proposal operative upon                 communications relating to the
                                                  synchronize the removal of their SQF                      filing.34 At any time within 60 days of                proposed rule change between the
                                                  quotes and OTTO orders, while still                       the filing of the proposed rule change,                Commission and any person, other than
                                                  permitting non-NOM Market Makers the                      the Commission summarily may                           those that may be withheld from the
                                                  ability to choose to enable the risk                      temporarily suspend such rule change if                public in accordance with the
                                                  feature.                                                  it appears to the Commission that such                 provisions of 5 U.S.C. 552, will be
                                                     Finally, the Exchange does not believe                                                                        available for Web site viewing and
                                                                                                            action is necessary or appropriate in the
                                                  that such change will impose any                                                                                 printing in the Commission’s Public
                                                                                                            public interest, for the protection of
                                                  burden on inter-market competition that
                                                                                                            investors, or otherwise in furtherance of              Reference Room, 100 F Street NE.,
                                                  is not necessary or appropriate in
                                                                                                            the purposes of the Act. If the                        Washington, DC 20549, on official
                                                  furtherance of the purposes of the Act.
                                                                                                            Commission takes such action, the                      business days between the hours of
                                                  Other options exchanges offer similar
                                                                                                            Commission shall institute proceedings                 10:00 a.m. and 3:00 p.m. Copies of the
                                                  functionality.29
                                                                                                            to determine whether the proposed rule                 filing also will be available for
                                                  C. Self-Regulatory Organization’s                         should be approved or disapproved.                     inspection and copying at the principal
                                                  Statement on Comments on the                                                                                     office of the Exchange. All comments
                                                                                                            IV. Solicitation of Comments
                                                  Proposed Rule Change Received From                                                                               received will be posted without change;
                                                  Members, Participants, or Others                            Interested persons are invited to                    the Commission does not edit personal
                                                    No written comments were either                         submit written data, views, and                        identifying information from
                                                  solicited or received.                                    arguments concerning the foregoing,                    submissions. You should submit only
                                                                                                            including whether the proposed rule                    information that you wish to make
                                                  III. Date of Effectiveness of the                         change is consistent with the Act.
                                                  Proposed Rule Change and Timing for                                                                              available publicly. All submissions
                                                                                                            Comments may be submitted by any of                    should refer to File Number SR–
                                                  Commission Action                                         the following methods:                                 NASDAQ–2016–097 and should be
                                                     Because the foregoing proposed rule
                                                                                                            Electronic Comments                                    submitted on or before August 31, 2016.
                                                  change does not: (i) significantly affect
                                                  the protection of investors or the public                                                                          For the Commission, by the Division of
                                                                                                              • Use the Commission’s Internet
                                                  interest; (ii) impose any significant                                                                            Trading and Markets, pursuant to delegated
                                                                                                            comment form (http://www.sec.gov/
                                                  burden on competition; and (iii) become                                                                          authority.35
                                                                                                            rules/sro.shtml); or
                                                  operative for 30 days from the date on                                                                           Robert W. Errett,
                                                  which it was filed, or such shorter time                  the Commission written notice of its intent to file    Deputy Secretary.
                                                  as the Commission may designate, it has                   the proposed rule change at least five business days   [FR Doc. 2016–18911 Filed 8–9–16; 8:45 am]
                                                  become effective pursuant to Section                      prior to the date of filing of the proposed rule
                                                                                                                                                                   BILLING CODE 8011–01–P
                                                  19(b)(3)(A)(iii) of the Act 30 and                        change, or such shorter time as designated by the
                                                                                                            Commission. The Exchange has satisfied this
                                                  subparagraph (f)(6) of Rule 19b–4
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                                                                                                            requirement.
                                                  thereunder.31                                                32 17 CFR 240.19b–4(f)(6)(iii).
                                                                                                               33 See Phlx Rule 1019(c) and BX Rule at Chapter
                                                    29 See BOX’s Rule 8140, CBOE’s Rule 6.23C, Phlx
                                                                                                            VI, Section 6(e).
                                                  Rule 1019(c) and BX Rule at Chapter VI, Section              34 For purposes only of waiving the 30-day
                                                  6(e).                                                     operative delay, the Commission has also
                                                    30 15 U.S.C. 78s(b)(3)(a)(iii).
                                                                                                            considered the proposed rule’s impact on
                                                    31 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–       efficiency, competition, and capital formation. See
                                                  4(f)(6) requires a self-regulatory organization to give   15 U.S.C. 78c(f).                                        35 17   CFR 200.30–3(a)(12).



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Document Created: 2016-08-10 01:59:34
Document Modified: 2016-08-10 01:59:34
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 Citation81 FR 52926 

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