82_FR_10983 82 FR 10952 - Self-Regulatory Organizations; ISE Gemini, LLC; Order Approving Proposed Rule Change, as Modified by Amendment No. 1, To Amend the Exchange Opening Process

82 FR 10952 - Self-Regulatory Organizations; ISE Gemini, LLC; Order Approving Proposed Rule Change, as Modified by Amendment No. 1, To Amend the Exchange Opening Process

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 31 (February 16, 2017)

Page Range10952-10957
FR Document2017-03104

Federal Register, Volume 82 Issue 31 (Thursday, February 16, 2017)
[Federal Register Volume 82, Number 31 (Thursday, February 16, 2017)]
[Notices]
[Pages 10952-10957]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-03104]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80014; File No. SR-ISEGemini-2016-18]


Self-Regulatory Organizations; ISE Gemini, LLC; Order Approving 
Proposed Rule Change, as Modified by Amendment No. 1, To Amend the 
Exchange Opening Process

February 10, 2017.

I. Introduction

    On December 16, 2016, ISE Gemini, LLC (``ISE Gemini'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend the Exchange's opening process. The 
proposed rule change was published for comment in the Federal Register 
on December 29, 2016.\3\ On February 1, 2017, the Exchange filed 
Amendment No. 1 to the proposed rule change.\4\ The Commission received 
no comment letters on the proposed rule change. This order approves the 
proposed rule change, as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 79679 (December 22, 
2016), 81 FR 96062 (``Notice'').
    \4\ In Amendment No. 1, the Exchange provided clarifying details 
to its proposal, including: (i) Expanding its proposed definition of 
``Quality Opening Market''; (ii) clarifying that only Public 
Customer interest is routable during the Opening Process; and (iii) 
clarifying that when routing orders during the Opening Process the 
Exchange will do so based on price/time priority of routable 
interest. The Exchange also made technical corrections and revisions 
to the proposed rule text for readability and consistency. Amendment 
No. 1 amends and replaces the original filing in its entirety. 
Because Amendment No. 1 does not materially alter the substance of 
the proposed rule change or raise unique or novel regulatory issues, 
it is not subject to notice and comment. The amendment is available 
at: https://www.sec.gov/comments/sr-isegemini-2016-18/isegemini201618.htm.
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II. Description of the Proposal, as Modified by Amendment No. 1

    The Exchange proposes to delete the entirety of current ISE Gemini 
Rule 701 and replace the current Exchange opening process with an 
opening process reflected in proposed ISE Gemini Rules 701 and 
715(t).\5\ The Exchange notes that the new opening process is similar 
to the process used by

[[Page 10953]]

Phlx.\6\ The Exchange's current and proposed opening processes are 
described below.\7\
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    \5\ The Exchange represents that this proposed rule change is 
being made in connection with a technology migration to a Nasdaq, 
Inc. (``Nasdaq'') supported architecture called INET which is 
utilized on The NASDAQ Options Market LLC, NASDAQ PHLX LLC 
(``Phlx'') and NASDAQ BX, Inc. See id.
    \6\ See Phlx Rule 1017. See also Securities Exchange Act Release 
No. 79274 (November 9, 2016), 81 FR 80694 (November 16, 2016) (SR-
Phlx-2016-79).
    \7\ In connection with the new opening process, the Exchange 
proposes to adopt a new ``Definitions'' section in proposed Rule 
701(a), similar to Phlx Rule 1017(a), to define several terms that 
are used throughout the opening rule. Proposed Rule 701(a) will 
define: ABBO, ``market for the underlying security,'' Opening Price, 
Opening Process, Potential Opening Price, Pre-Market BBO, Quality 
Opening Market, Valid Width Quote, and Zero Bid Market. For 
definitions of these terms, see Notice supra note 3 at 96064.
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A. Current Exchange Opening Process

    Currently, a Primary Market Maker (``PMM'') initiates the ``trading 
rotation'' in a specified options class.\8\ The Exchange may direct 
that one or more trading rotations be employed on any business day to 
aid in producing a fair and orderly market.\9\ For each rotation, 
except as the Exchange may direct, rotations are conducted in the order 
and manner the PMM determines to be appropriate under the 
circumstances.\10\ The PMM, with the approval of the Exchange, has the 
authority to determine the rotation order and manner or deviate from 
the rotation procedures.\11\ Such authority may be exercised before and 
during a trading rotation.\12\ Additionally, two or more trading 
rotations may be employed simultaneously, if the PMM, with the approval 
of the Exchange, so determines.\13\
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    \8\ See ISE Gemini Rule 701(a).
    \9\ See ISE Gemini Rule 701(a)(1).
    \10\ See ISE Gemini Rule 701(a)(2).
    \11\ See ISE Gemini Rule 701(a)(3).
    \12\ See ISE Gemini Rule 701(a)(3).
    \13\ See ISE Gemini Rule 701(a)(4).
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    Pursuant to ISE Gemini Rule 701(b), the opening rotation for each 
class of options is held promptly following the opening of the market 
for the underlying security.\14\ In the event the underlying security 
has not opened within a reasonable time after 9:30 a.m. Eastern Time, 
the PMM reports the delay to the Exchange and an inquiry is made to 
determine the cause of the delay.\15\ The opening rotation for the 
affected options series is then delayed until the market for the 
underlying security has opened, unless the Exchange determines that the 
interests of a fair and orderly market are best served by opening 
trading in the options contracts.\16\
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    \14\ See ISE Gemini Rule 701(b)(2). For purposes of ISE Gemini 
Rule 701(b)(2), the ``market for the underlying security'' is either 
the primary listing market, the primary volume market (defined as 
the market with the most liquidity in that underlying security for 
the previous two calendar months), or the first market to open the 
underlying security, as determined by the Exchange on an issue-by-
issue basis and announced to the membership on the Exchange's Web 
site. See id.
    \15\ See ISE Gemini Rule 701(b)(3).
    \16\ See id. Additionally, the Exchange may delay the 
commencement of the opening rotation in any class of options in the 
interests of a fair and orderly market. See ISE Gemini Rule 
701(b)(4).
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    Currently, in connection with a trading rotation, ISE Gemini Rule 
701(c) specifies how transactions may be effected in a class of options 
after the end of normal trading hours. A trading rotation may be 
employed whenever the Exchange concludes that such action is 
appropriate in the interests of a fair and orderly market.\17\ The 
decisions to employ a trading rotation in non-expiring options are 
disseminated prior to the commencement of such rotation and, in 
general, the Exchange will commence no more than one trading rotation 
after the normal close of trading.\18\ If a trading rotation is in 
progress and the Exchange determines that a final trading rotation is 
needed to assure a fair and orderly market close, the rotation in 
progress will be halted and a final rotation will begin as promptly as 
possible.\19\ Finally, any trading rotation in non-expiring options 
conducted after the normal close of trading may not begin until five 
minutes after news of such rotation is disseminated by the 
Exchange.\20\
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    \17\ See ISE Gemini Rule 701(c)(1). The factors that may be 
considered include, but are not limited to, whether there has been a 
recent opening or reopening of trading in the underlying security, a 
declaration of a ``fast market'' pursuant to ISE Gemini Rule 704, or 
a need for a rotation in connection with expiring individual stock 
options or index options, an end of the year rotation, or the 
restart of a rotation which is already in progress. See id.
    \18\ See ISE Gemini Rule 701(c)(2).
    \19\ See ISE Gemini Rule 701(c)(3).
    \20\ See ISE Gemini Rule 701(c)(4).
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B. Proposed New Opening Process

1. Opening Sweep
    At the outset, the Exchange proposes to adopt a new order type, 
``Opening Sweep'', for the new opening process.\21\ Proposed Rule 
701(b)(1)(i) states that a Market Maker assigned to a particular option 
may only submit an Opening Sweep if, at the time of entry, that Market 
Maker has already submitted and maintains a Valid Width Quote.\22\ 
Opening Sweeps may be entered at any price with a minimum price 
variation applicable to the affected series, on either side of the 
market, at single or multiple price level(s), and may be cancelled and 
re-entered.\23\ A single Market Maker may enter multiple Opening 
Sweeps, with each Opening Sweep at a different price level.\24\ If a 
Market Maker submits multiple Opening Sweeps, the system will consider 
only the most recent Opening Sweep at each price level submitted by 
such Market Maker in determining the Opening Price (described 
below).\25\ Unexecuted Opening Sweeps will be cancelled once the 
affected series is open.\26\
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    \21\ The Exchange proposes to define an ``Opening Sweep'' as a 
Market Maker order submitted for execution against eligible interest 
in the system during the Opening Process pursuant to proposed Rule 
701(b)(1). See proposed Rule 715(t).
    \22\ All Opening Sweeps in the affected series entered by a 
Market Maker will be cancelled immediately if that Market Maker 
fails to maintain a continuous quote with a Valid Width Quote in the 
affected series. See proposed Rule 701(b)(1)(i).
    \23\ See proposed Rule 701(b)(1)(ii).
    \24\ See id.
    \25\ See id. The Exchange proposes to define ``Opening Price'' 
by cross-referencing proposed Rule 701(h) and (j). See proposed Rule 
701(a)(3).
    \26\ See id.
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2. Interest Included in the Opening Process
    The first part of the Opening Process determines what constitutes 
``eligible interest''. The Exchange proposes that eligible interest 
during the Opening Process \27\ will include Valid Width Quotes,\28\ 
Opening Sweeps, and orders.\29\ Quotes, other than Valid Width Quotes, 
will not be included in the Opening Process.\30\ All-or-None Orders 
that can be satisfied, and the displayed and non-displayed portions of 
Reserve Orders, are considered for execution and in determining the 
Opening Price throughout the Opening Process.\31\ The system will 
aggregate the size of all eligible interest for a particular 
participant category at a particular price level for trade allocation 
purposes pursuant to Rule 713.\32\ Only Public Customer interest is 
routable during the Opening Process.\33\
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    \27\ The Exchange proposes to define ``Opening Process'' by 
cross-referencing proposed Rule 701(c). See proposed Rule 701(a)(4).
    \28\ The Exchange proposes to define ``Valid Width Quote'' as a 
two-sided electronic quotation submitted by a Market Maker that 
consists of a bid/ask differential that is compliant with ISE Gemini 
Rule 803(b)(4). See proposed Rule 701(a)(8).
    \29\ See proposed Rule 701(b).
    \30\ See id.
    \31\ See id.
    \32\ See proposed Rule 701(b)(2).
    \33\ See proposed Rule 701(b).
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    Market Maker Valid Width Quotes and Opening Sweeps received 
starting at 9:25 a.m. Eastern Time, or 7:25 a.m. Eastern Time for U.S. 
dollar-settled foreign currency options, are included in the Opening 
Process.\34\ Orders entered at any time before an option series opens 
are included in the Opening Process.\35\
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    \34\ See proposed Rule 701(c).
    \35\ See id.

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[[Page 10954]]

3. Opening Process and Reopening After a Trading Halt
    The Exchange proposes that the Opening Process for an option series 
will be conducted pursuant to proposed Rules 701(f)-(j) on or after 
9:30 a.m. Eastern Time, or on or after 7:30 a.m. Eastern Time for U.S. 
dollar-settled foreign currency options, if: (1) The ABBO,\36\ if any, 
is not crossed; and (2) the system has received, within two minutes (or 
such shorter time as determined by the Exchange and disseminated to 
membership on the Exchange's Web site) of the opening trade or quote on 
the market for the underlying security \37\ in the case of equity 
options, or the receipt of the opening price in the underlying index in 
the case of index options, or market opening for the underlying 
security in the case of U.S. dollar-settled foreign currency options, 
any of the following: (i) A PMM's Valid Width Quote; (ii) the Valid 
Width Quotes of at least two Competitive Market Makers (``CMM''); or 
(iii) if no PMM's Valid Width Quote nor two CMMs' Valid Width Quotes 
within such timeframe, one CMM's Valid Width Quote.\38\
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    \36\ The Exchange proposes to define ``ABBO'' as the Away Best 
Bid or Offer. See proposed Rule 701(a)(1). The ABBO does not include 
ISE Gemini's market. See Notice, supra note 3, at 96065.
    \37\ The Exchange proposes to define ``market for the underlying 
security'' as either the primary listing market or the primary 
volume market (defined as the market with the most liquidity in that 
underlying security for the previous two calendar months), as 
determined by the Exchange by underlying and announced to the 
membership on the Exchange's Web site. See proposed Rule 701(a)(2).
    \38\ See proposed Rule 701(c)(1). The Exchange represents that 
it anticipates initially setting the timeframe during which a PMM's 
Valid Width quote or the presence of at least two CMMs' Valid Width 
Quotes will initiate the Opening Process at 30 seconds. See Notice, 
supra note 3, at 96065. The Exchange represents that it will provide 
notice of the initial setting to Members and provide notice if the 
Exchange determines to reduce the timeframe. See id.
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    For all options, the underlying security, including indexes, must 
be open on the primary market for a certain time period as determined 
by the Exchange for the Opening Process to commence.\39\ The Opening 
Process will stop and an option series will not open if the ABBO 
becomes crossed or a Valid Width Quote(s) pursuant to proposed Rule 
701(c)(1) is no longer present.\40\ Once each of these conditions no 
longer exists, the Opening Process in the affected option series will 
recommence.\41\ The Exchange would wait for the ABBO to become 
uncrossed before initiating the Opening Process to ensure that there is 
stability in the marketplace as the Exchange determines the Opening 
Price.\42\
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    \39\ See proposed Rule 701(c)(2). Proposed Rule 701(c)(2) 
stipulates that this time period will be no less than 100 
milliseconds and no more than 5 seconds. The Exchange represents 
that it will set the timer initially at 100 milliseconds and will 
issue a notice to provide the initial setting and will thereafter 
issue a notice if it were to change the timing. See Notice, supra 
note 3, at 96065. If the Exchange were to select a time not between 
100 milliseconds and 5 seconds, it will be required to file a rule 
proposal with the Commission. See id.
    \40\ See proposed Rule 701(c)(5).
    \41\ See id.
    \42\ See Notice, supra note 3, at 96065.
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    Proposed Rule 701(c)(3) states that the PMM assigned to a 
particular equity option must enter a Valid Width Quote not later than 
one minute following the dissemination of a quote or trade by the 
market for the underlying security or, in the case of index options, 
following the receipt of the opening price in the underlying index. The 
PMM assigned to a particular U.S. dollar-settled foreign currency 
option must enter a Valid Width Quote not later than one minute after 
the announced market opening.\43\ Furthermore, a CMM that submits a 
quote pursuant to proposed Rule 701 in any option series when the PMM's 
quote has not been submitted will be required to submit continuous, 
two-sided quotes in such option series until such time the PMM submits 
a quote, after which the Market Maker that submitted such quote will be 
obligated to submit quotations pursuant to ISE Gemini Rule 804(e).\44\
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    \43\ See proposed Rule 701(c)(3).
    \44\ See proposed Rule 701(c)(4).
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    Proposed Rule 701(d) states that the procedure described in 
proposed Rule 701 will be used to reopen an options series after a 
trading halt.\45\ If there is a trading halt or pause in the underlying 
security, the Opening Process will recommence irrespective of the 
specific times listed in proposed Rule 701(c)(1).\46\
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    \45\ See proposed Rule 701(d).
    \46\ See id.
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4. Opening With a BBO (No Trade)
    Under proposed Rule 701(e), the Exchange will first see if the 
option series will open for trading with a BBO. If there are no opening 
quotes or orders that lock or cross each other and no routable orders 
locking or crossing the ABBO, the system will open with an opening 
quote by disseminating the Exchange's best bid and offer among quotes 
and orders (``BBO''), unless all three of the following conditions 
exist: (i) A Zero Bid Market; \47\ (ii) no ABBO; and (iii) no Quality 
Opening Market.\48\
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    \47\ The Exchange proposes to define the term ``Zero Bid 
Market'' as where the best bid for an options series is zero. See 
proposed Rule 701(a)(9).
    \48\ See proposed Rule 701(e).
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    A ``Quality Opening Market'' is a bid/ask differential applicable 
to the best bid and offer from all Valid Width Quotes defined in a 
table to be determined by the Exchange and published on the Exchange's 
Web site.\49\ The calculation of Quality Opening Market is based on the 
best bid and offer of Valid Width Quotes. The differential between the 
best bid and offer are compared to reach this determination. The 
allowable differential, as determined by the Exchange, takes into 
account the type of security (for example, Penny Pilot versus non-Penny 
Pilot issue), volatility, option premium, and liquidity. The Quality 
Opening Market differential is intended to ensure the price at which 
the Exchange opens reflects current market conditions.
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    \49\ See proposed Rule 701(a)(7).
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    If all three of the conditions described above exist, the Exchange 
will calculate an Opening Quote Range (``OQR'') pursuant to proposed 
Rule 701(i) (described below) and conduct the Price Discovery Mechanism 
(``PDM'') pursuant to proposed Rule 701(j) (described below).\50\ The 
Exchange believes that when these conditions exist, further price 
discovery is warranted.\51\
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    \50\ See id.
    \51\ See Notice, supra note 3, at 96066.
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5. Opening With a Trade
    If there are Valid Width Quotes or orders that lock or cross each 
other, the system will try to open with a trade. Proposed Rule 701(h), 
however, provides that the Exchange will open the option series with a 
trade of Exchange interest only at the Opening Price, if any of the 
following conditions occur: (1) The Potential Opening Price (described 
below) is at or within the best of the highest bid and the lowest offer 
among Valid Width Quotes (``Pre-Market BBO'') \52\ and the ABBO; (2) 
the Potential Opening Price is at or within the non-zero bid ABBO if 
the Pre-Market BBO is crossed; or (3) where there is no ABBO, the 
Potential Opening Price is at or within the Pre-Market BBO which is 
also a Quality Opening Market.
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    \52\ See proposed Rule 701(a)(6). The Exchange states that the 
Pre-Market BBO would not include orders. See Amendment No. 1, supra 
note 4.
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    To undertake the above described process, the Exchange will 
calculate the Potential Opening Price by taking into consideration all 
Valid Width Quotes and orders (including Opening Sweeps and displayed 
and non-displayed portions of Reserve Orders), except All-or-None 
Orders that cannot be satisfied, and identify the price at which the

[[Page 10955]]

maximum number of contracts can trade (``maximum quantity 
criterion'').\53\
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    \53\ See proposed Rule 701(g).
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    Under proposed Rule 701(g)(1), when two or more Potential Opening 
Prices would satisfy the maximum quantity criterion and leave no 
contracts unexecuted, the system would take the highest and lowest of 
those prices and takes the mid-point. If such mid-point cannot be 
expressed as a permitted minimum price variation, the mid-point will be 
rounded to the minimum price variation that is closest to the closing 
price for the affected series from the immediately prior trading 
session. If there is no closing price from the immediately prior 
trading session, the system will round up to the minimum price 
variation to determine the Opening Price.\54\ Further, if any value 
used for the mid-point calculation would cross either the Pre-Market 
BBO, or the ABBO, then, for the purposes of calculating the mid-point, 
the Exchange will use the better of the Pre-Market BBO or ABBO as a 
boundary price and will open the option series for trading with an 
execution at the resulting Potential Opening Price.\55\ The Exchange 
states that the purpose of these boundaries is to help ensure that the 
Potential Opening Price is reasonable and does not trade through other 
markets.\56\
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    \54\ See proposed Rule 701(g)(1).
    \55\ If the Exchange has not yet opened and the above conditions 
are not met, an Opening Quote Range (as described below) will be 
calculated pursuant to proposed Rule 701(i), and thereafter, the 
Price Discovery Mechanism described in proposed Rule 701(j) below 
will commence. See proposed Rule 701(h)(3)(i)(B)(II).
    \56\ See Notice, supra note 3, at 96066.
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    If two or more Potential Opening Prices for the affected series 
would satisfy the maximum quantity criterion and leave contracts 
unexecuted, the Opening Price will be either the lowest executable bid 
or highest executable offer of the largest sized side.\57\ This is 
designed to base the Potential Opening Price on the maximum quantity of 
contracts that are executable.\58\ Furthermore, the Potential Opening 
Price calculation will be bounded by the better away market price that 
cannot be satisfied with the Exchange routable interest.\59\ According 
to the Exchange, this would ensure that the Exchange would not open 
with a trade that would trade through another market.\60\
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    \57\ See proposed Rule 701(g)(2).
    \58\ See Notice, supra note 3, at 96066.
    \59\ See proposed Rule 701(g)(3).
    \60\ See Notice, supra note 3, at 96066.
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6. Price Discovery Mechanism
    If the Exchange has not opened with a BBO or trade pursuant to 
proposed Rule 701(e) or (h), the Exchange will conduct a PDM pursuant 
to proposed Rule 701(j) to determine the Opening Price. According to 
the Exchange, the purpose of the PDM is to satisfy the maximum number 
of contracts possible by applying wider price boundaries and seeking 
additional liquidity.\61\
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    \61\ See Notice, supra note 3, at 96067.
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    Before conducting a PDM, however, the Exchange will calculate the 
OQR under proposed Rule 701(i). The OQR, which is used during PDM, is 
an additional boundary designed to limit the Opening Price to a 
reasonable price and reduce the potential for erroneous trades during 
the Opening Process.\62\
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    \62\ See id.
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    To determine the minimum value for the OQR, an amount, as defined 
in a table to be determined by the Exchange, will be subtracted from 
the highest quote bid among Valid Width Quotes on the Exchange and on 
the away market(s), if any, except as provided in proposed Rule 
701(i)(3) and (4).\63\ To determine the maximum value for the OQR, an 
amount, as defined in a table to be determined by the Exchange, will be 
added to the lowest quote offer among Valid Width Quotes on the 
Exchange and on the away market(s), if any, except as provided in 
proposed Rule 701(i)(3) and (4).\64\ If one or more away markets are 
collectively disseminating a BBO that is not crossed, however, and 
there are Valid Width Quotes on the Exchange that are executable 
against each other or that are executable against the ABBO, then the 
minimum value of the OQR will be the highest away bid and the maximum 
value will be the lowest away offer.\65\ Additionally, if there are 
Valid Width Quotes on the Exchange that are executable against each 
other, and there is no away market disseminating a BBO in the affected 
option series, the minimum value of the OQR will be the lowest quote 
bid among Valid Width Quotes on the Exchange and the maximum value will 
be the highest quote offer among Valid Width Quotes on the 
Exchange.\66\
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    \63\ See proposed Rule 701(i)(1).
    \64\ See proposed Rule 701(i)(2).
    \65\ See proposed Rule 701(i)(3). Proposed Rule 701(i)(3) 
further notes that the Opening Process will stop and an options 
series will not open if the ABBO becomes crossed pursuant to 
proposed Rule 701(c)(5).
    \66\ See proposed Rule 701(i)(4).
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    The Exchange will use the OQR to help calculate the Opening Price. 
For example, if there is more than one Potential Opening Price possible 
where no contracts would be left unexecuted, any price used for the 
mid-point calculation, pursuant to proposed Rule 701(g)(1), that is 
outside of the OQR will be restricted to the OQR on that side of the 
market.\67\ Other instances that implicate the OQR are described below.
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    \67\ See proposed Rule 701(i)(5).
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    Furthermore, during PDM, the Exchange will take into consideration 
the away market prices in calculating the Potential Opening Price. For 
example, if there is more than one Potential Opening Price possible 
where no contracts would be left unexecuted and the price used for the 
mid-point calculation is an away market price, pursuant to proposed 
Rule 701(g)(3), the system will use the away market price as the 
Potential Opening Price.\68\ Moreover, proposed Rule 701(i)(7) provides 
that if the Exchange determines that non-routable interest can execute 
the maximum number of contracts against Exchange interest, after 
routable interest has been determined by the system to satisfy the away 
market, then the Potential Opening Price will be the price at which 
such maximum number of contracts can execute--excluding the interests 
to be routed to an away market.\69\
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    \68\ See proposed Rule 701(i)(6).
    \69\ The system will route Public Customer interest in price/
time priority to satisfy the away market. See proposed Rule 
701(i)(7).
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    After the OQR is calculated, the system will broadcast an Imbalance 
Message for the affected series \70\ to attract additional liquidity 
and begin an ``Imbalance Timer,'' not to exceed three seconds.\71\ The 
Imbalance Timer will be for the same number of seconds for all options 
traded on the Exchange, and each Imbalance Message will be subject to 
an Imbalance Timer.\72\ The Exchange may have up to four Imbalance 
Messages which each run its own Imbalance Timer pursuant to the PDM 
process.\73\
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    \70\ Imbalance Message includes the symbol, side of the 
imbalance (unmatched contracts), size of matched contracts, size of 
the imbalance, and Potential Opening Price bounded by the Pre-Market 
BBO.
    \71\ See proposed Rule 701(j)(1). The Exchange represents that 
it will issue a notice to provide the initial setting of the 
Imbalance Timer and would thereafter issue a notice if it were to 
change the timing. See Notice, supra note 3, at 96068.
    \72\ See proposed Rule 701(j)(1).
    \73\ See Notice, supra note 3, at 96068.
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    Proposed Rule 701(j)(2), states that any new interest received by 
the system will update the Potential Opening Price. If during or at the 
end of the Imbalance Timer, the Opening Price is at or within the OQR, 
the Imbalance Timer will end and the system will open with a trade at 
the Opening Price if the executions consist of Exchange interest only 
without trading through the ABBO and without trading through the limit

[[Page 10956]]

price(s) of interest within the OQR, which is unable to be fully 
executed at the Opening Price. If no new interest comes in during the 
Imbalance Timer and the Potential Opening Price is at or within the OQR 
and does not trade through the ABBO, the Exchange will open with a 
trade at the end of the Imbalance Timer at the Potential Opening Price.
    If the option series has not opened pursuant to proposed Rule 
701(j)(2) described above, the system will concurrently: (i) Send a 
second Imbalance Message with a Potential Opening Price that is bounded 
by the OQR (and would not trade through the limit price(s) of interest 
within the OQR which is unable to be fully executed at the Opening 
Price) and includes away market volume in the size of the imbalance to 
participants; and (ii) initiate a Route Timer, not to exceed one 
second.\74\ As proposed, the Route Timer will operate as a pause before 
an order is routed to an away market. The Exchange states that the 
Route Timer is intended to give participants an opportunity to respond 
to an Imbalance Message before any opening interest is routed to away 
markets and thereby maximize trading on the Exchange.\75\ If during the 
Route Timer, interest is received by the system which would allow the 
Opening Price to be within the OQR without trading through away markets 
and without trading through the limit price(s) of interest within the 
OQR which is unable to be fully executed at the Opening Price, the 
system will open with trades at the Opening Price, and the Route Timer 
will simultaneously end. The system will monitor quotes received during 
the Route Timer and make ongoing changes to the OQR and Potential 
Opening Price to reflect them.
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    \74\ See proposed Rule 701(j)(3).
    \75\ See Notice, supra note 3, at 96068.
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    Proposed Rule 701(j)(3)(iii) provides that, if no trade occurs 
pursuant to proposed ISE Gemini Rule 701(j)(3)(ii), when the Route 
Timer expires, if the Potential Opening Price is within the OQR (and 
would not trade through the limit price(s) of interest within the OQR 
that is unable to be fully executed at the Opening Price), the system 
will determine if the total number of contracts displayed at better 
prices than the Exchange's Potential Opening Price on away markets 
(``better priced away contracts'') would satisfy the number of 
marketable contracts available on the Exchange. The Exchange will then 
open the option series by routing and/or trading on the Exchange, 
pursuant to proposed Rule 701(j)(3)(iii) paragraphs (A) through (C).
    Proposed Rule 701(j)(3)(iii)(A) provides if the total number of 
better priced away contracts would satisfy the number of marketable 
contracts available on the Exchange on either the buy or sell side, the 
system will route all marketable contracts on the Exchange to such 
better priced away markets as an Intermarket Sweep Order (``ISO'') 
designated as Immediate-or-Cancel (``IOC'') order(s) and determine an 
opening BBO that reflects the interest remaining on the Exchange. The 
system will price any contracts routed to away markets at the 
Exchange's Opening Price. The Exchange states that routing away at the 
Exchange's Opening Price is intended to achieve the best possible price 
available at the time the order is received by the away market.\76\
---------------------------------------------------------------------------

    \76\ See Notice, supra note 3, at 96068.
---------------------------------------------------------------------------

    Proposed Rule 701(j)(3)(iii)(B) provides if the total number of 
better priced away contracts would not satisfy the number of marketable 
contracts on the Exchange, the system will determine how many contracts 
it has available at the Opening Price. If the total number of better 
priced away contracts plus the number of contracts available at the 
Exchange's Opening Price would satisfy the number of marketable 
contracts on the Exchange on either the buy or sell side, the system 
will contemporaneously route, based on price/time priority of routable 
interest, a number of contracts that will satisfy such away market 
interest, and trade available contracts on the Exchange at the Opening 
Price. The system will price any contracts routed to away markets at 
the better of the Opening Price or the order's limit price pursuant to 
proposed Rule 701(j)(vi)(C)(3)(ii). The Exchange states that this 
proposed rule is designed to maximize execution of interest on the 
Exchange or away markets.\77\
---------------------------------------------------------------------------

    \77\ See id.
---------------------------------------------------------------------------

    Proposed Rule 701(j)(3)(iii)(C) provides if the total number of 
better priced away contracts plus the number of contracts available at 
the Opening Price plus the contracts available at away markets at the 
Exchange's Opening Price would satisfy the number of marketable 
contracts on the Exchange, either the buy or sell side, the system will 
contemporaneously route, based on price/time priority, a number of 
contracts that will satisfy such away market interest (pricing any 
contracts routed to away markets at the better of the Opening Price or 
the order's limit price), trade available contracts on the Exchange at 
the Opening Price, and route a number of contracts that will satisfy 
interest at other markets at prices equal to the Opening Price. The 
Exchange states that routing at the better of the Opening Price or the 
order's limit price is intended to achieve the best possible price 
available at the time the order is received by the away market and that 
routing at the order's limit price ensures that the order's limit price 
is not violated.\78\
---------------------------------------------------------------------------

    \78\ See Notice, supra note 3, at 96069.
---------------------------------------------------------------------------

    Proposed Rule 701(j)(4) provides that the system may send up to two 
additional Imbalance Messages \79\ (which may occur while the Route 
Timer is operating) bounded by the OQR and reflecting away market 
interest in the volume. After the Route Timer has expired, the 
processes in proposed Rule 701(j)(3) will repeat (except no new Route 
Timer will be initiated).
---------------------------------------------------------------------------

    \79\ The Exchange notes that the first two Imbalance Messages 
always occur if there is interest which will route to an away 
market. See Notice, supra note 3, at 96069.
---------------------------------------------------------------------------

7. Forced Opening
    Proposed Rule 701(j)(5) describes the process that occurs if the 
steps described above have not resulted in an opening of the options 
series. After all additional Imbalance Messages have been broadcasted 
pursuant to proposed Rule 701(j)(4), the system will open the series by 
executing as many contracts as possible by: (i) Routing to away markets 
at prices better than the Opening Price for their disseminated size; 
(ii) trading available contracts on the Exchange at the Opening Price 
bounded by the OQR (without trading through the limit price(s) of 
interest within the OQR which is unable to be fully executed at the 
Opening Price); and (iii) routing contracts to away markets at prices 
equal to the Opening Price at their disseminated size. In forced 
opening, the system will price any contracts routed to away markets at 
the better of the Opening Price or the order's limit price. Any 
unexecuted contracts from the imbalance not traded or routed will be 
cancelled back to the entering participant if they remain unexecuted 
and priced through the Opening Price.
    Proposed Rule 701(j)(6) provides the system will execute orders at 
the Opening Price that have contingencies (such as without limitation, 
All-or-None, and Reserve Orders) and non-routable orders such as ``Do-
Not-Route'' or ``DNR'' Orders,\80\ to the extent possible. The system 
will only route non-contingency Public Customer orders, except that the 
full volume of Public Customer Reserve Orders may route.
---------------------------------------------------------------------------

    \80\ See ISE Gemini Rule 715(m).
---------------------------------------------------------------------------

    Proposed Rule 701(j)(6)(i) provides the system will cancel: (i) Any 
portion

[[Page 10957]]

of a Do-Not-Route Order that would otherwise have to be routed to the 
exchange(s) disseminating the ABBO for an opening to occur, (ii) an 
All-or-None Order that is not executed during the opening and is priced 
through the Opening Price; and (iii) any order that is priced through 
the Opening Price. All other interest will remain in the system and be 
eligible for trading after opening. The Exchange states that it cancels 
these orders since it lacks enough liquidity to satisfy these orders on 
the opening.\81\ In addition, the Exchange believes that participants 
would prefer to have these orders returned to them for further 
assessment rather than have them entered into the order book at a price 
which is more aggressive than the price at which the Exchange 
opened.\82\
---------------------------------------------------------------------------

    \81\ See Notice, supra note 3, at 96069.
    \82\ See id.
---------------------------------------------------------------------------

8. Other Provisions
    Proposed Rule 701(k) provides that during the opening of the option 
series, where there is an execution possible, the system will give 
priority first to Market Orders,\83\ then to resting Limit Orders \84\ 
and quotes. Additionally, the allocation provisions of ISE Gemini Rule 
713 and the Supplementary Material to that rule apply with respect to 
other orders and quotes with the same price. Finally, proposed Rule 
701(l) provides that upon the opening of the option series, regardless 
of an execution, the system will disseminate the price and size of the 
Exchange's best bid and offer.
---------------------------------------------------------------------------

    \83\ See ISE Gemini Rule 715(a).
    \84\ See ISE Gemini Rule 715(b).
---------------------------------------------------------------------------

9. Implementation
    The Exchange states that it intends to begin implementation of the 
proposed rule change in first quarter of 2017.\85\ The Exchange 
represents that migration of the Exchange system to Nasdaq INET 
technology will be on a symbol by symbol basis and that the Exchange 
will issue an alert to Members to provide notification of the symbols 
that will migrate and the relevant dates.\86\
---------------------------------------------------------------------------

    \85\ See Notice, supra note 3, at 96063.
    \86\ See id. For a more detailed description of the proposed 
rule change, see Notice, supra note 3.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1, is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\87\ In particular, the 
Commission finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\88\ which requires, among other things, 
that the rules of a national securities exchange be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general, to protect 
investors and the public interest.
---------------------------------------------------------------------------

    \87\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \88\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange proposes to delete in its entirety the current opening 
process and replace it with an opening rotation similar to the process 
in place on its affiliated exchange, Phlx. In making this change, the 
Exchange delineates, unlike in the current, more opaque rule, detailed 
steps of the opening process. By providing more clearly each sequence 
of the opening process, the Commission notes that the proposed rule 
helps market participants understand how the new opening rotation will 
operate. To that extent, the new opening process may promote 
transparency, reduce the potential for investor confusion, and assist 
market participants in deciding whether to participate in ISE Gemini's 
opening rotation. Further, if they do participate in the new opening 
process, the proposed rule may help provide market participants with 
the confidence and certainty as to how their orders or quotes will be 
processed.
    Further, the Commission believes that the proposed rule change is 
designed to promote just and equitable principles of trade by seeking 
to ensure that option series open in a fair and orderly manner. For 
example, the Commission notes that the proposed rule change is designed 
to mitigate the effects of the underlying security's volatility as the 
overlying option series undergoes the opening rotation. Specifically, 
the proposed rule provides for a range of no less than 100 milliseconds 
and no more than 5 seconds in order to ensure that the Exchange has the 
ability to adjust the period for which the underlying must be open on 
the primary market before the opening process commences. Moreover, the 
Commission notes that the proposed rule provides an orderly process for 
handling eligible interests during the opening rotation, while seeking 
to avoid opening executions at suboptimal prices. For instance, the new 
process ensures that the Exchange will not open with the Exchange's BBO 
if there is a Zero Bid Market, no ABBO, and no Quality Opening Market. 
Likewise, the Exchange will not open an option series with a trade 
unless one following conditions is met: (1) The Potential Opening Price 
is at or within the Pre-Market BBO and the ABBO; (2) the Potential 
Opening Price is at or within the non-zero bid ABBO if the Pre-Market 
BBO is crossed; or (3) where there is no ABBO, the Potential Opening 
Price is at or within the Pre-Market BBO which is also a Quality 
Opening Market. Finally, while the new opening process attempts to 
maximize the number of contracts executed on the Exchange during such 
rotation, including by seeking additional liquidity, if necessary, the 
Commission notes that the new opening process, unlike the current 
process, takes into consideration away market interests and ensures 
that better away prices are not traded through. For these reasons, the 
Commission believes that the proposed rule change, as modified by 
Amendment No. 1, is consistent with the Act.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Exchange Act,\89\ that the proposed rule change (SR-ISEGemini-2016-18), 
as modified by Amendment No. 1, be, and it hereby is, approved.
---------------------------------------------------------------------------

    \89\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\90\
---------------------------------------------------------------------------

    \90\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03104 Filed 2-15-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                    10952                           Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices

                                                    Exchange will lose market share as a                       Electronic Comments                                    SECURITIES AND EXCHANGE
                                                    result. Accordingly, the Exchange does                                                                            COMMISSION
                                                    not believe that the proposed changes                        • Use the Commission’s Internet
                                                    will impair the ability of members or                      comment form (http://www.sec.gov/                      [Release No. 34–80014; File No. SR–
                                                    competing order execution venues to                        rules/sro.shtml); or                                   ISEGemini–2016–18]
                                                    maintain their competitive standing in                       • Send an email to rule-comments@
                                                    the financial markets.                                     sec.gov. Please include File Number SR–                Self-Regulatory Organizations; ISE
                                                      The Exchange believes that lowering                      Phlx–2017–13 on the subject line.                      Gemini, LLC; Order Approving
                                                    the Tier 2 ADV to 27,500 contracts and                                                                            Proposed Rule Change, as Modified by
                                                    paying a lower MARS Payment of $0.08                       Paper Comments                                         Amendment No. 1, To Amend the
                                                    while offering two new tiers for ADV of                                                                           Exchange Opening Process
                                                                                                                 • Send paper comments in triplicate
                                                    32,500 and 40,000 contracts, which pay
                                                                                                               to Brent J. Fields, Secretary, Securities              February 10, 2017.
                                                    rebates of $0.10 and $0.12, respectively,
                                                                                                               and Exchange Commission, 100 F Street                  I. Introduction
                                                    does not impose an undue burden on
                                                                                                               NE., Washington, DC 20549–1090.
                                                    intra-market competition because the                                                                                On December 16, 2016, ISE Gemini,
                                                    Exchange will uniformly pay all Phlx                       All submissions should refer to File                   LLC (‘‘ISE Gemini’’ or ‘‘Exchange’’) filed
                                                    members the rebates specified in the                       Number SR–Phlx–2017–13. This file                      with the Securities and Exchange
                                                    proposed MARS Payment tiers provided                       number should be included on the                       Commission (‘‘Commission’’), pursuant
                                                    the Phlx member has executed the                           subject line if email is used. To help the             to Section 19(b)(1) of the Securities
                                                    requisite number of Eligible Contracts.                    Commission process and review your                     Exchange Act of 1934 (‘‘Act’’),1 and
                                                    Moreover, the Exchange believes that                       comments more efficiently, please use                  Rule 19b–4 thereunder,2 a proposed rule
                                                    the proposed MARS Payments offered                         only one method. The Commission will                   change to amend the Exchange’s
                                                    by the Exchange are equitable and not                      post all comments on the Commission’s                  opening process. The proposed rule
                                                    unfairly discriminatory because any                        Internet Web site (http://www.sec.gov/                 change was published for comment in
                                                    qualifying Phlx member that offers                         rules/sro.shtml). Copies of the                        the Federal Register on December 29,
                                                    market access and connectivity to the                                                                             2016.3 On February 1, 2017, the
                                                                                                               submission, all subsequent
                                                    Exchange and/or utilizes such                                                                                     Exchange filed Amendment No. 1 to the
                                                                                                               amendments, all written statements
                                                    functionality themselves may earn the                                                                             proposed rule change.4 The Commission
                                                                                                               with respect to the proposed rule
                                                    MARS Payment for all Eligible                                                                                     received no comment letters on the
                                                    Contracts.                                                 change that are filed with the
                                                                                                               Commission, and all written                            proposed rule change. This order
                                                    C. Self-Regulatory Organization’s                          communications relating to the                         approves the proposed rule change, as
                                                    Statement on Comments on the                               proposed rule change between the                       modified by Amendment No. 1.
                                                    Proposed Rule Change Received From                         Commission and any person, other than                  II. Description of the Proposal, as
                                                    Members, Participants, or Others                           those that may be withheld from the                    Modified by Amendment No. 1
                                                      No written comments were either                          public in accordance with the                            The Exchange proposes to delete the
                                                    solicited or received.                                     provisions of 5 U.S.C. 552, will be                    entirety of current ISE Gemini Rule 701
                                                                                                               available for Web site viewing and                     and replace the current Exchange
                                                    III. Date of Effectiveness of the
                                                                                                               printing in the Commission’s Public                    opening process with an opening
                                                    Proposed Rule Change and Timing for
                                                                                                               Reference Room, 100 F Street NE.,                      process reflected in proposed ISE
                                                    Commission Action
                                                                                                               Washington, DC 20549 on official                       Gemini Rules 701 and 715(t).5 The
                                                       The foregoing rule change has become                    business days between the hours of                     Exchange notes that the new opening
                                                    effective pursuant to Section                              10:00 a.m. and 3:00 p.m. Copies of such                process is similar to the process used by
                                                    19(b)(3)(A)(ii) of the Act.21                              filing also will be available for
                                                       At any time within 60 days of the                       inspection and copying at the principal                  1 15 U.S.C. 78s(b)(1).
                                                    filing of the proposed rule change, the                    office of the Exchange. All comments                     2 17 CFR 240.19b–4.
                                                    Commission summarily may                                   received will be posted without change;                  3 See Securities Exchange Act Release No. 79679

                                                    temporarily suspend such rule change if                    the Commission does not edit personal                  (December 22, 2016), 81 FR 96062 (‘‘Notice’’).
                                                                                                                                                                        4 In Amendment No. 1, the Exchange provided
                                                    it appears to the Commission that such                     identifying information from                           clarifying details to its proposal, including: (i)
                                                    action is: (i) Necessary or appropriate in                 submissions. You should submit only                    Expanding its proposed definition of ‘‘Quality
                                                    the public interest; (ii) for the protection               information that you wish to make                      Opening Market’’; (ii) clarifying that only Public
                                                    of investors; or (iii) otherwise in                        available publicly. All submissions
                                                                                                                                                                      Customer interest is routable during the Opening
                                                    furtherance of the purposes of the Act.                                                                           Process; and (iii) clarifying that when routing orders
                                                                                                               should refer to File Number SR–Phlx–                   during the Opening Process the Exchange will do
                                                    If the Commission takes such action, the
                                                                                                               2017–13, and should be submitted on or                 so based on price/time priority of routable interest.
                                                    Commission shall institute proceedings                                                                            The Exchange also made technical corrections and
                                                    to determine whether the proposed rule                     before March 9, 2017.                                  revisions to the proposed rule text for readability
                                                    should be approved or disapproved.                           For the Commission, by the Division of               and consistency. Amendment No. 1 amends and
                                                                                                               Trading and Markets, pursuant to delegated             replaces the original filing in its entirety. Because
                                                    IV. Solicitation of Comments                               authority.22
                                                                                                                                                                      Amendment No. 1 does not materially alter the
                                                                                                                                                                      substance of the proposed rule change or raise
                                                      Interested persons are invited to                        Eduardo A. Aleman,                                     unique or novel regulatory issues, it is not subject
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    submit written data, views, and                                                                                   to notice and comment. The amendment is
                                                                                                               Assistant Secretary.                                   available at: https://www.sec.gov/comments/sr-
                                                    arguments concerning the foregoing,                        [FR Doc. 2017–03098 Filed 2–15–17; 8:45 am]            isegemini-2016-18/isegemini201618.htm.
                                                    including whether the proposed rule                                                                                 5 The Exchange represents that this proposed rule
                                                                                                               BILLING CODE 8011–01–P
                                                    change is consistent with the Act.                                                                                change is being made in connection with a
                                                    Comments may be submitted by any of                                                                               technology migration to a Nasdaq, Inc. (‘‘Nasdaq’’)
                                                    the following methods:                                                                                            supported architecture called INET which is
                                                                                                                                                                      utilized on The NASDAQ Options Market LLC,
                                                                                                                                                                      NASDAQ PHLX LLC (‘‘Phlx’’) and NASDAQ BX,
                                                      21 15   U.S.C. 78s(b)(3)(A)(ii).                           22 17   CFR 200.30–3(a)(12).                         Inc. See id.



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                                                                                Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices                                                      10953

                                                    Phlx.6 The Exchange’s current and                       interests of a fair and orderly market are                either side of the market, at single or
                                                    proposed opening processes are                          best served by opening trading in the                     multiple price level(s), and may be
                                                    described below.7                                       options contracts.16                                      cancelled and re-entered.23 A single
                                                                                                               Currently, in connection with a                        Market Maker may enter multiple
                                                    A. Current Exchange Opening Process                     trading rotation, ISE Gemini Rule 701(c)                  Opening Sweeps, with each Opening
                                                       Currently, a Primary Market Maker                    specifies how transactions may be                         Sweep at a different price level.24 If a
                                                    (‘‘PMM’’) initiates the ‘‘trading rotation’’            effected in a class of options after the                  Market Maker submits multiple
                                                    in a specified options class.8 The                      end of normal trading hours. A trading                    Opening Sweeps, the system will
                                                    Exchange may direct that one or more                    rotation may be employed whenever the                     consider only the most recent Opening
                                                    trading rotations be employed on any                    Exchange concludes that such action is                    Sweep at each price level submitted by
                                                    business day to aid in producing a fair                 appropriate in the interests of a fair and                such Market Maker in determining the
                                                    and orderly market.9 For each rotation,                 orderly market.17 The decisions to                        Opening Price (described below).25
                                                    except as the Exchange may direct,                      employ a trading rotation in non-                         Unexecuted Opening Sweeps will be
                                                    rotations are conducted in the order and                expiring options are disseminated prior                   cancelled once the affected series is
                                                    manner the PMM determines to be                         to the commencement of such rotation                      open.26
                                                    appropriate under the circumstances.10                  and, in general, the Exchange will
                                                    The PMM, with the approval of the                       commence no more than one trading                         2. Interest Included in the Opening
                                                    Exchange, has the authority to                          rotation after the normal close of                        Process
                                                    determine the rotation order and                        trading.18 If a trading rotation is in
                                                    manner or deviate from the rotation                     progress and the Exchange determines                         The first part of the Opening Process
                                                    procedures.11 Such authority may be                     that a final trading rotation is needed to                determines what constitutes ‘‘eligible
                                                    exercised before and during a trading                   assure a fair and orderly market close,                   interest’’. The Exchange proposes that
                                                    rotation.12 Additionally, two or more                   the rotation in progress will be halted                   eligible interest during the Opening
                                                    trading rotations may be employed                       and a final rotation will begin as                        Process 27 will include Valid Width
                                                    simultaneously, if the PMM, with the                    promptly as possible.19 Finally, any                      Quotes,28 Opening Sweeps, and
                                                    approval of the Exchange, so                            trading rotation in non-expiring options                  orders.29 Quotes, other than Valid
                                                    determines.13                                           conducted after the normal close of                       Width Quotes, will not be included in
                                                       Pursuant to ISE Gemini Rule 701(b),                  trading may not begin until five minutes                  the Opening Process.30 All-or-None
                                                    the opening rotation for each class of                  after news of such rotation is                            Orders that can be satisfied, and the
                                                    options is held promptly following the                  disseminated by the Exchange.20                           displayed and non-displayed portions of
                                                    opening of the market for the underlying                                                                          Reserve Orders, are considered for
                                                    security.14 In the event the underlying                 B. Proposed New Opening Process                           execution and in determining the
                                                    security has not opened within a                        1. Opening Sweep                                          Opening Price throughout the Opening
                                                    reasonable time after 9:30 a.m. Eastern                    At the outset, the Exchange proposes                   Process.31 The system will aggregate the
                                                    Time, the PMM reports the delay to the                  to adopt a new order type, ‘‘Opening                      size of all eligible interest for a
                                                    Exchange and an inquiry is made to                      Sweep’’, for the new opening process.21                   particular participant category at a
                                                    determine the cause of the delay.15 The                 Proposed Rule 701(b)(1)(i) states that a                  particular price level for trade allocation
                                                    opening rotation for the affected options               Market Maker assigned to a particular                     purposes pursuant to Rule 713.32 Only
                                                    series is then delayed until the market                 option may only submit an Opening                         Public Customer interest is routable
                                                    for the underlying security has opened,                 Sweep if, at the time of entry, that                      during the Opening Process.33
                                                    unless the Exchange determines that the                 Market Maker has already submitted                           Market Maker Valid Width Quotes
                                                                                                            and maintains a Valid Width Quote.22                      and Opening Sweeps received starting
                                                      6 See Phlx Rule 1017. See also Securities

                                                    Exchange Act Release No. 79274 (November 9,
                                                                                                            Opening Sweeps may be entered at any                      at 9:25 a.m. Eastern Time, or 7:25 a.m.
                                                    2016), 81 FR 80694 (November 16, 2016) (SR–Phlx–        price with a minimum price variation                      Eastern Time for U.S. dollar-settled
                                                    2016–79).                                               applicable to the affected series, on                     foreign currency options, are included
                                                      7 In connection with the new opening process, the
                                                                                                                                                                      in the Opening Process.34 Orders
                                                    Exchange proposes to adopt a new ‘‘Definitions’’           16 See id. Additionally, the Exchange may delay
                                                                                                                                                                      entered at any time before an option
                                                    section in proposed Rule 701(a), similar to Phlx        the commencement of the opening rotation in any
                                                    Rule 1017(a), to define several terms that are used                                                               series opens are included in the
                                                                                                            class of options in the interests of a fair and orderly
                                                    throughout the opening rule. Proposed Rule 701(a)       market. See ISE Gemini Rule 701(b)(4).                    Opening Process.35
                                                    will define: ABBO, ‘‘market for the underlying             17 See ISE Gemini Rule 701(c)(1). The factors that
                                                    security,’’ Opening Price, Opening Process,             may be considered include, but are not limited to,          23 See  proposed Rule 701(b)(1)(ii).
                                                    Potential Opening Price, Pre-Market BBO, Quality        whether there has been a recent opening or                  24 See
                                                    Opening Market, Valid Width Quote, and Zero Bid                                                                             id.
                                                                                                            reopening of trading in the underlying security, a           25 See id. The Exchange proposes to define
                                                    Market. For definitions of these terms, see Notice      declaration of a ‘‘fast market’’ pursuant to ISE
                                                    supra note 3 at 96064.                                                                                            ‘‘Opening Price’’ by cross-referencing proposed
                                                                                                            Gemini Rule 704, or a need for a rotation in              Rule 701(h) and (j). See proposed Rule 701(a)(3).
                                                      8 See ISE Gemini Rule 701(a).
                                                                                                            connection with expiring individual stock options            26 See id.
                                                      9 See ISE Gemini Rule 701(a)(1).
                                                                                                            or index options, an end of the year rotation, or the        27 The Exchange proposes to define ‘‘Opening
                                                      10 See ISE Gemini Rule 701(a)(2).                     restart of a rotation which is already in progress.
                                                      11 See ISE Gemini Rule 701(a)(3).                     See id.                                                   Process’’ by cross-referencing proposed Rule 701(c).
                                                      12 See ISE Gemini Rule 701(a)(3).                        18 See ISE Gemini Rule 701(c)(2).                      See proposed Rule 701(a)(4).
                                                                                                                                                                         28 The Exchange proposes to define ‘‘Valid Width
                                                      13 See ISE Gemini Rule 701(a)(4).                        19 See ISE Gemini Rule 701(c)(3).
                                                                                                               20 See ISE Gemini Rule 701(c)(4).
                                                                                                                                                                      Quote’’ as a two-sided electronic quotation
                                                      14 See ISE Gemini Rule 701(b)(2). For purposes of
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                                                                                      submitted by a Market Maker that consists of a bid/
                                                    ISE Gemini Rule 701(b)(2), the ‘‘market for the            21 The Exchange proposes to define an ‘‘Opening
                                                                                                                                                                      ask differential that is compliant with ISE Gemini
                                                    underlying security’’ is either the primary listing     Sweep’’ as a Market Maker order submitted for             Rule 803(b)(4). See proposed Rule 701(a)(8).
                                                    market, the primary volume market (defined as the       execution against eligible interest in the system            29 See proposed Rule 701(b).
                                                    market with the most liquidity in that underlying       during the Opening Process pursuant to proposed              30 See id.
                                                    security for the previous two calendar months), or      Rule 701(b)(1). See proposed Rule 715(t).                    31 See id.
                                                    the first market to open the underlying security, as       22 All Opening Sweeps in the affected series
                                                                                                                                                                         32 See proposed Rule 701(b)(2).
                                                    determined by the Exchange on an issue-by-issue         entered by a Market Maker will be cancelled
                                                                                                                                                                         33 See proposed Rule 701(b).
                                                    basis and announced to the membership on the            immediately if that Market Maker fails to maintain
                                                    Exchange’s Web site. See id.                            a continuous quote with a Valid Width Quote in the           34 See proposed Rule 701(c).
                                                      15 See ISE Gemini Rule 701(b)(3).                     affected series. See proposed Rule 701(b)(1)(i).             35 See id.




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                                                    10954                        Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices

                                                    3. Opening Process and Reopening After                   Rule 701(c)(1) is no longer present.40                   A ‘‘Quality Opening Market’’ is a bid/
                                                    a Trading Halt                                           Once each of these conditions no longer                ask differential applicable to the best
                                                       The Exchange proposes that the                        exists, the Opening Process in the                     bid and offer from all Valid Width
                                                    Opening Process for an option series                     affected option series will                            Quotes defined in a table to be
                                                    will be conducted pursuant to proposed                   recommence.41 The Exchange would                       determined by the Exchange and
                                                                                                             wait for the ABBO to become uncrossed                  published on the Exchange’s Web site.49
                                                    Rules 701(f)–(j) on or after 9:30 a.m.
                                                                                                             before initiating the Opening Process to               The calculation of Quality Opening
                                                    Eastern Time, or on or after 7:30 a.m.
                                                                                                             ensure that there is stability in the                  Market is based on the best bid and offer
                                                    Eastern Time for U.S. dollar-settled
                                                                                                             marketplace as the Exchange determines                 of Valid Width Quotes. The differential
                                                    foreign currency options, if: (1) The
                                                                                                             the Opening Price.42                                   between the best bid and offer are
                                                    ABBO,36 if any, is not crossed; and (2)                     Proposed Rule 701(c)(3) states that the
                                                    the system has received, within two                                                                             compared to reach this determination.
                                                                                                             PMM assigned to a particular equity                    The allowable differential, as
                                                    minutes (or such shorter time as                         option must enter a Valid Width Quote
                                                    determined by the Exchange and                                                                                  determined by the Exchange, takes into
                                                                                                             not later than one minute following the                account the type of security (for
                                                    disseminated to membership on the                        dissemination of a quote or trade by the
                                                    Exchange’s Web site) of the opening                                                                             example, Penny Pilot versus non-Penny
                                                                                                             market for the underlying security or, in              Pilot issue), volatility, option premium,
                                                    trade or quote on the market for the                     the case of index options, following the
                                                    underlying security 37 in the case of                                                                           and liquidity. The Quality Opening
                                                                                                             receipt of the opening price in the                    Market differential is intended to ensure
                                                    equity options, or the receipt of the                    underlying index. The PMM assigned to
                                                    opening price in the underlying index                                                                           the price at which the Exchange opens
                                                                                                             a particular U.S. dollar-settled foreign               reflects current market conditions.
                                                    in the case of index options, or market                  currency option must enter a Valid
                                                    opening for the underlying security in                   Width Quote not later than one minute                    If all three of the conditions described
                                                    the case of U.S. dollar-settled foreign                  after the announced market opening.43                  above exist, the Exchange will calculate
                                                    currency options, any of the following:                  Furthermore, a CMM that submits a                      an Opening Quote Range (‘‘OQR’’)
                                                    (i) A PMM’s Valid Width Quote; (ii) the                  quote pursuant to proposed Rule 701 in                 pursuant to proposed Rule 701(i)
                                                    Valid Width Quotes of at least two                       any option series when the PMM’s                       (described below) and conduct the Price
                                                    Competitive Market Makers (‘‘CMM’’);                     quote has not been submitted will be                   Discovery Mechanism (‘‘PDM’’)
                                                    or (iii) if no PMM’s Valid Width Quote                   required to submit continuous, two-                    pursuant to proposed Rule 701(j)
                                                    nor two CMMs’ Valid Width Quotes                         sided quotes in such option series until               (described below).50 The Exchange
                                                    within such timeframe, one CMM’s                         such time the PMM submits a quote,                     believes that when these conditions
                                                    Valid Width Quote.38                                     after which the Market Maker that                      exist, further price discovery is
                                                       For all options, the underlying                       submitted such quote will be obligated                 warranted.51
                                                    security, including indexes, must be                     to submit quotations pursuant to ISE                   5. Opening With a Trade
                                                    open on the primary market for a certain                 Gemini Rule 804(e).44
                                                    time period as determined by the                            Proposed Rule 701(d) states that the                  If there are Valid Width Quotes or
                                                    Exchange for the Opening Process to                      procedure described in proposed Rule                   orders that lock or cross each other, the
                                                    commence.39 The Opening Process will                     701 will be used to reopen an options                  system will try to open with a trade.
                                                    stop and an option series will not open                  series after a trading halt.45 If there is a           Proposed Rule 701(h), however,
                                                    if the ABBO becomes crossed or a Valid                   trading halt or pause in the underlying                provides that the Exchange will open
                                                    Width Quote(s) pursuant to proposed                      security, the Opening Process will                     the option series with a trade of
                                                                                                             recommence irrespective of the specific                Exchange interest only at the Opening
                                                       36 The Exchange proposes to define ‘‘ABBO’’ as
                                                                                                             times listed in proposed Rule                          Price, if any of the following conditions
                                                    the Away Best Bid or Offer. See proposed Rule                                                                   occur: (1) The Potential Opening Price
                                                    701(a)(1). The ABBO does not include ISE Gemini’s
                                                                                                             701(c)(1).46
                                                    market. See Notice, supra note 3, at 96065.
                                                                                                                                                                    (described below) is at or within the
                                                                                                             4. Opening With a BBO (No Trade)                       best of the highest bid and the lowest
                                                       37 The Exchange proposes to define ‘‘market for

                                                    the underlying security’’ as either the primary             Under proposed Rule 701(e), the                     offer among Valid Width Quotes (‘‘Pre-
                                                    listing market or the primary volume market              Exchange will first see if the option                  Market BBO’’) 52 and the ABBO; (2) the
                                                    (defined as the market with the most liquidity in        series will open for trading with a BBO.               Potential Opening Price is at or within
                                                    that underlying security for the previous two
                                                    calendar months), as determined by the Exchange          If there are no opening quotes or orders               the non-zero bid ABBO if the Pre-
                                                    by underlying and announced to the membership            that lock or cross each other and no                   Market BBO is crossed; or (3) where
                                                    on the Exchange’s Web site. See proposed Rule            routable orders locking or crossing the                there is no ABBO, the Potential Opening
                                                    701(a)(2).                                               ABBO, the system will open with an                     Price is at or within the Pre-Market BBO
                                                       38 See proposed Rule 701(c)(1). The Exchange

                                                    represents that it anticipates initially setting the
                                                                                                             opening quote by disseminating the                     which is also a Quality Opening Market.
                                                    timeframe during which a PMM’s Valid Width               Exchange’s best bid and offer among                      To undertake the above described
                                                    quote or the presence of at least two CMMs’ Valid        quotes and orders (‘‘BBO’’), unless all                process, the Exchange will calculate the
                                                    Width Quotes will initiate the Opening Process at        three of the following conditions exist:
                                                    30 seconds. See Notice, supra note 3, at 96065. The                                                             Potential Opening Price by taking into
                                                    Exchange represents that it will provide notice of
                                                                                                             (i) A Zero Bid Market; 47 (ii) no ABBO;                consideration all Valid Width Quotes
                                                    the initial setting to Members and provide notice if     and (iii) no Quality Opening Market.48                 and orders (including Opening Sweeps
                                                    the Exchange determines to reduce the timeframe.                                                                and displayed and non-displayed
                                                    See id.                                                    40 See  proposed Rule 701(c)(5).
                                                                                                                                                                    portions of Reserve Orders), except All-
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                       39 See proposed Rule 701(c)(2). Proposed Rule           41 See  id.
                                                    701(c)(2) stipulates that this time period will be no       42 See Notice, supra note 3, at 96065.              or-None Orders that cannot be satisfied,
                                                    less than 100 milliseconds and no more than 5               43 See proposed Rule 701(c)(3).                     and identify the price at which the
                                                    seconds. The Exchange represents that it will set           44 See proposed Rule 701(c)(4).
                                                    the timer initially at 100 milliseconds and will            45 See proposed Rule 701(d).                          49 See
                                                    issue a notice to provide the initial setting and will                                                                   proposed Rule 701(a)(7).
                                                                                                                46 See id.                                            50 See id.
                                                    thereafter issue a notice if it were to change the
                                                                                                                47 The Exchange proposes to define the term           51 See Notice, supra note 3, at 96066.
                                                    timing. See Notice, supra note 3, at 96065. If the
                                                    Exchange were to select a time not between 100           ‘‘Zero Bid Market’’ as where the best bid for an         52 See proposed Rule 701(a)(6). The Exchange

                                                    milliseconds and 5 seconds, it will be required to       options series is zero. See proposed Rule 701(a)(9).   states that the Pre-Market BBO would not include
                                                    file a rule proposal with the Commission. See id.           48 See proposed Rule 701(e).                        orders. See Amendment No. 1, supra note 4.



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                                                                                Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices                                                      10955

                                                    maximum number of contracts can trade                    Rule 701(e) or (h), the Exchange will                   701(g)(1), that is outside of the OQR will
                                                    (‘‘maximum quantity criterion’’).53                      conduct a PDM pursuant to proposed                      be restricted to the OQR on that side of
                                                       Under proposed Rule 701(g)(1), when                   Rule 701(j) to determine the Opening                    the market.67 Other instances that
                                                    two or more Potential Opening Prices                     Price. According to the Exchange, the                   implicate the OQR are described below.
                                                    would satisfy the maximum quantity                       purpose of the PDM is to satisfy the                       Furthermore, during PDM, the
                                                    criterion and leave no contracts                         maximum number of contracts possible                    Exchange will take into consideration
                                                    unexecuted, the system would take the                    by applying wider price boundaries and                  the away market prices in calculating
                                                    highest and lowest of those prices and                   seeking additional liquidity.61                         the Potential Opening Price. For
                                                    takes the mid-point. If such mid-point                      Before conducting a PDM, however,                    example, if there is more than one
                                                    cannot be expressed as a permitted                       the Exchange will calculate the OQR                     Potential Opening Price possible where
                                                    minimum price variation, the mid-point                   under proposed Rule 701(i). The OQR,                    no contracts would be left unexecuted
                                                    will be rounded to the minimum price                     which is used during PDM, is an                         and the price used for the mid-point
                                                    variation that is closest to the closing                 additional boundary designed to limit                   calculation is an away market price,
                                                    price for the affected series from the                   the Opening Price to a reasonable price                 pursuant to proposed Rule 701(g)(3), the
                                                    immediately prior trading session. If                    and reduce the potential for erroneous                  system will use the away market price
                                                    there is no closing price from the                       trades during the Opening Process.62                    as the Potential Opening Price.68
                                                    immediately prior trading session, the                      To determine the minimum value for                   Moreover, proposed Rule 701(i)(7)
                                                    system will round up to the minimum                      the OQR, an amount, as defined in a                     provides that if the Exchange
                                                    price variation to determine the                         table to be determined by the Exchange,                 determines that non-routable interest
                                                    Opening Price.54 Further, if any value                   will be subtracted from the highest                     can execute the maximum number of
                                                    used for the mid-point calculation                       quote bid among Valid Width Quotes on                   contracts against Exchange interest, after
                                                    would cross either the Pre-Market BBO,                   the Exchange and on the away                            routable interest has been determined
                                                    or the ABBO, then, for the purposes of                   market(s), if any, except as provided in                by the system to satisfy the away
                                                    calculating the mid-point, the Exchange                  proposed Rule 701(i)(3) and (4).63 To                   market, then the Potential Opening
                                                    will use the better of the Pre-Market                    determine the maximum value for the                     Price will be the price at which such
                                                    BBO or ABBO as a boundary price and                      OQR, an amount, as defined in a table                   maximum number of contracts can
                                                    will open the option series for trading                  to be determined by the Exchange, will                  execute—excluding the interests to be
                                                    with an execution at the resulting                       be added to the lowest quote offer                      routed to an away market.69
                                                    Potential Opening Price.55 The                           among Valid Width Quotes on the                            After the OQR is calculated, the
                                                    Exchange states that the purpose of                      Exchange and on the away market(s), if                  system will broadcast an Imbalance
                                                    these boundaries is to help ensure that                  any, except as provided in proposed                     Message for the affected series 70 to
                                                    the Potential Opening Price is                           Rule 701(i)(3) and (4).64 If one or more                attract additional liquidity and begin an
                                                    reasonable and does not trade through                    away markets are collectively                           ‘‘Imbalance Timer,’’ not to exceed three
                                                    other markets.56                                         disseminating a BBO that is not crossed,                seconds.71 The Imbalance Timer will be
                                                       If two or more Potential Opening                      however, and there are Valid Width                      for the same number of seconds for all
                                                    Prices for the affected series would                     Quotes on the Exchange that are                         options traded on the Exchange, and
                                                    satisfy the maximum quantity criterion                   executable against each other or that are               each Imbalance Message will be subject
                                                    and leave contracts unexecuted, the                      executable against the ABBO, then the                   to an Imbalance Timer.72 The Exchange
                                                    Opening Price will be either the lowest                  minimum value of the OQR will be the                    may have up to four Imbalance
                                                    executable bid or highest executable                     highest away bid and the maximum                        Messages which each run its own
                                                    offer of the largest sized side.57 This is               value will be the lowest away offer.65                  Imbalance Timer pursuant to the PDM
                                                    designed to base the Potential Opening                   Additionally, if there are Valid Width                  process.73
                                                    Price on the maximum quantity of                         Quotes on the Exchange that are                            Proposed Rule 701(j)(2), states that
                                                    contracts that are executable.58                         executable against each other, and there                any new interest received by the system
                                                    Furthermore, the Potential Opening                       is no away market disseminating a BBO                   will update the Potential Opening Price.
                                                    Price calculation will be bounded by the                 in the affected option series, the                      If during or at the end of the Imbalance
                                                    better away market price that cannot be                  minimum value of the OQR will be the                    Timer, the Opening Price is at or within
                                                    satisfied with the Exchange routable                     lowest quote bid among Valid Width                      the OQR, the Imbalance Timer will end
                                                    interest.59 According to the Exchange,                   Quotes on the Exchange and the                          and the system will open with a trade
                                                    this would ensure that the Exchange                      maximum value will be the highest                       at the Opening Price if the executions
                                                    would not open with a trade that would                   quote offer among Valid Width Quotes                    consist of Exchange interest only
                                                    trade through another market.60                          on the Exchange.66                                      without trading through the ABBO and
                                                    6. Price Discovery Mechanism                                The Exchange will use the OQR to                     without trading through the limit
                                                                                                             help calculate the Opening Price. For
                                                       If the Exchange has not opened with                   example, if there is more than one                        67 See  proposed Rule 701(i)(5).
                                                    a BBO or trade pursuant to proposed                      Potential Opening Price possible where                    68 See  proposed Rule 701(i)(6).
                                                      53 See
                                                                                                             no contracts would be left unexecuted,                    69 The system will route Public Customer interest
                                                              proposed Rule 701(g).                                                                                  in price/time priority to satisfy the away market.
                                                      54 See  proposed Rule 701(g)(1).
                                                                                                             any price used for the mid-point
                                                                                                                                                                     See proposed Rule 701(i)(7).
                                                      55 If the Exchange has not yet opened and the          calculation, pursuant to proposed Rule                    70 Imbalance Message includes the symbol, side of
                                                    above conditions are not met, an Opening Quote                                                                   the imbalance (unmatched contracts), size of
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    Range (as described below) will be calculated              61 See Notice, supra note 3, at 96067.                matched contracts, size of the imbalance, and
                                                    pursuant to proposed Rule 701(i), and thereafter,          62 See id.                                            Potential Opening Price bounded by the Pre-Market
                                                    the Price Discovery Mechanism described in                 63 See proposed Rule 701(i)(1).                       BBO.
                                                    proposed Rule 701(j) below will commence. See              64 See proposed Rule 701(i)(2).                         71 See proposed Rule 701(j)(1). The Exchange
                                                    proposed Rule 701(h)(3)(i)(B)(II).                         65 See proposed Rule 701(i)(3). Proposed Rule         represents that it will issue a notice to provide the
                                                      56 See Notice, supra note 3, at 96066.
                                                                                                             701(i)(3) further notes that the Opening Process will   initial setting of the Imbalance Timer and would
                                                      57 See proposed Rule 701(g)(2).
                                                                                                             stop and an options series will not open if the         thereafter issue a notice if it were to change the
                                                      58 See Notice, supra note 3, at 96066.                                                                         timing. See Notice, supra note 3, at 96068.
                                                                                                             ABBO becomes crossed pursuant to proposed Rule
                                                      59 See proposed Rule 701(g)(3).                        701(c)(5).                                                72 See proposed Rule 701(j)(1).
                                                      60 See Notice, supra note 3, at 96066.                   66 See proposed Rule 701(i)(4).                         73 See Notice, supra note 3, at 96068.




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                                                    10956                         Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices

                                                    price(s) of interest within the OQR,                         Proposed Rule 701(j)(3)(iii)(A)                        equal to the Opening Price. The
                                                    which is unable to be fully executed at                   provides if the total number of better                    Exchange states that routing at the better
                                                    the Opening Price. If no new interest                     priced away contracts would satisfy the                   of the Opening Price or the order’s limit
                                                    comes in during the Imbalance Timer                       number of marketable contracts                            price is intended to achieve the best
                                                    and the Potential Opening Price is at or                  available on the Exchange on either the                   possible price available at the time the
                                                    within the OQR and does not trade                         buy or sell side, the system will route                   order is received by the away market
                                                    through the ABBO, the Exchange will                       all marketable contracts on the                           and that routing at the order’s limit
                                                    open with a trade at the end of the                       Exchange to such better priced away                       price ensures that the order’s limit price
                                                    Imbalance Timer at the Potential                          markets as an Intermarket Sweep Order                     is not violated.78
                                                    Opening Price.                                            (‘‘ISO’’) designated as Immediate-or-                        Proposed Rule 701(j)(4) provides that
                                                       If the option series has not opened                    Cancel (‘‘IOC’’) order(s) and determine                   the system may send up to two
                                                    pursuant to proposed Rule 701(j)(2)                       an opening BBO that reflects the interest                 additional Imbalance Messages 79
                                                    described above, the system will                          remaining on the Exchange. The system                     (which may occur while the Route
                                                    concurrently: (i) Send a second                           will price any contracts routed to away                   Timer is operating) bounded by the
                                                    Imbalance Message with a Potential                        markets at the Exchange’s Opening                         OQR and reflecting away market interest
                                                    Opening Price that is bounded by the                      Price. The Exchange states that routing                   in the volume. After the Route Timer
                                                    OQR (and would not trade through the                      away at the Exchange’s Opening Price is                   has expired, the processes in proposed
                                                    limit price(s) of interest within the OQR                 intended to achieve the best possible                     Rule 701(j)(3) will repeat (except no
                                                    which is unable to be fully executed at                   price available at the time the order is                  new Route Timer will be initiated).
                                                    the Opening Price) and includes away                      received by the away market.76                            7. Forced Opening
                                                    market volume in the size of the                             Proposed Rule 701(j)(3)(iii)(B)
                                                    imbalance to participants; and (ii)                       provides if the total number of better                       Proposed Rule 701(j)(5) describes the
                                                    initiate a Route Timer, not to exceed one                 priced away contracts would not satisfy                   process that occurs if the steps
                                                    second.74 As proposed, the Route Timer                    the number of marketable contracts on                     described above have not resulted in an
                                                    will operate as a pause before an order                   the Exchange, the system will determine                   opening of the options series. After all
                                                    is routed to an away market. The                          how many contracts it has available at                    additional Imbalance Messages have
                                                    Exchange states that the Route Timer is                   the Opening Price. If the total number                    been broadcasted pursuant to proposed
                                                    intended to give participants an                          of better priced away contracts plus the                  Rule 701(j)(4), the system will open the
                                                    opportunity to respond to an Imbalance                    number of contracts available at the                      series by executing as many contracts as
                                                    Message before any opening interest is                    Exchange’s Opening Price would satisfy                    possible by: (i) Routing to away markets
                                                    routed to away markets and thereby                        the number of marketable contracts on                     at prices better than the Opening Price
                                                    maximize trading on the Exchange.75 If                    the Exchange on either the buy or sell                    for their disseminated size; (ii) trading
                                                    during the Route Timer, interest is                       side, the system will                                     available contracts on the Exchange at
                                                    received by the system which would                        contemporaneously route, based on                         the Opening Price bounded by the OQR
                                                    allow the Opening Price to be within the                  price/time priority of routable interest, a               (without trading through the limit
                                                    OQR without trading through away                          number of contracts that will satisfy                     price(s) of interest within the OQR
                                                    markets and without trading through the                   such away market interest, and trade                      which is unable to be fully executed at
                                                    limit price(s) of interest within the OQR                 available contracts on the Exchange at                    the Opening Price); and (iii) routing
                                                    which is unable to be fully executed at                   the Opening Price. The system will                        contracts to away markets at prices
                                                    the Opening Price, the system will open                   price any contracts routed to away                        equal to the Opening Price at their
                                                    with trades at the Opening Price, and                     markets at the better of the Opening                      disseminated size. In forced opening,
                                                    the Route Timer will simultaneously                       Price or the order’s limit price pursuant                 the system will price any contracts
                                                    end. The system will monitor quotes                       to proposed Rule 701(j)(vi)(C)(3)(ii). The                routed to away markets at the better of
                                                    received during the Route Timer and                       Exchange states that this proposed rule                   the Opening Price or the order’s limit
                                                    make ongoing changes to the OQR and                       is designed to maximize execution of                      price. Any unexecuted contracts from
                                                    Potential Opening Price to reflect them.                  interest on the Exchange or away                          the imbalance not traded or routed will
                                                       Proposed Rule 701(j)(3)(iii) provides                  markets.77                                                be cancelled back to the entering
                                                    that, if no trade occurs pursuant to                         Proposed Rule 701(j)(3)(iii)(C)                        participant if they remain unexecuted
                                                    proposed ISE Gemini Rule 701(j)(3)(ii),                   provides if the total number of better                    and priced through the Opening Price.
                                                    when the Route Timer expires, if the                      priced away contracts plus the number                        Proposed Rule 701(j)(6) provides the
                                                    Potential Opening Price is within the                     of contracts available at the Opening                     system will execute orders at the
                                                    OQR (and would not trade through the                      Price plus the contracts available at                     Opening Price that have contingencies
                                                    limit price(s) of interest within the OQR                 away markets at the Exchange’s                            (such as without limitation, All-or-
                                                    that is unable to be fully executed at the                Opening Price would satisfy the number                    None, and Reserve Orders) and non-
                                                    Opening Price), the system will                           of marketable contracts on the                            routable orders such as ‘‘Do-Not-Route’’
                                                    determine if the total number of                          Exchange, either the buy or sell side, the                or ‘‘DNR’’ Orders,80 to the extent
                                                    contracts displayed at better prices than                 system will contemporaneously route,                      possible. The system will only route
                                                    the Exchange’s Potential Opening Price                    based on price/time priority, a number                    non-contingency Public Customer
                                                    on away markets (‘‘better priced away                     of contracts that will satisfy such away                  orders, except that the full volume of
                                                    contracts’’) would satisfy the number of                  market interest (pricing any contracts                    Public Customer Reserve Orders may
                                                                                                                                                                        route.
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                                                    marketable contracts available on the                     routed to away markets at the better of
                                                    Exchange. The Exchange will then open                     the Opening Price or the order’s limit                       Proposed Rule 701(j)(6)(i) provides
                                                    the option series by routing and/or                       price), trade available contracts on the                  the system will cancel: (i) Any portion
                                                    trading on the Exchange, pursuant to                      Exchange at the Opening Price, and
                                                                                                                                                                          78 See Notice, supra note 3, at 96069.
                                                    proposed Rule 701(j)(3)(iii) paragraphs                   route a number of contracts that will                       79 The  Exchange notes that the first two
                                                    (A) through (C).                                          satisfy interest at other markets at prices               Imbalance Messages always occur if there is interest
                                                                                                                                                                        which will route to an away market. See Notice,
                                                      74 See   proposed Rule 701(j)(3).                         76 See   Notice, supra note 3, at 96068.                supra note 3, at 96069.
                                                      75 See   Notice, supra note 3, at 96068.                  77 See   id.                                              80 See ISE Gemini Rule 715(m).




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                                                                                Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices                                                10957

                                                    of a Do-Not-Route Order that would                      Commission finds that the proposed                    ensures that the Exchange will not open
                                                    otherwise have to be routed to the                      rule change is consistent with Section                with the Exchange’s BBO if there is a
                                                    exchange(s) disseminating the ABBO for                  6(b)(5) of the Act,88 which requires,                 Zero Bid Market, no ABBO, and no
                                                    an opening to occur, (ii) an All-or-None                among other things, that the rules of a               Quality Opening Market. Likewise, the
                                                    Order that is not executed during the                   national securities exchange be                       Exchange will not open an option series
                                                    opening and is priced through the                       designed to prevent fraudulent and                    with a trade unless one following
                                                    Opening Price; and (iii) any order that                 manipulative acts and practices, to                   conditions is met: (1) The Potential
                                                    is priced through the Opening Price. All                promote just and equitable principles of              Opening Price is at or within the Pre-
                                                    other interest will remain in the system                trade, to foster cooperation and                      Market BBO and the ABBO; (2) the
                                                    and be eligible for trading after opening.              coordination with persons engaged in                  Potential Opening Price is at or within
                                                    The Exchange states that it cancels these               facilitating transactions in securities, to           the non-zero bid ABBO if the Pre-
                                                    orders since it lacks enough liquidity to               remove impediments to and perfect the                 Market BBO is crossed; or (3) where
                                                    satisfy these orders on the opening.81 In               mechanism of a free and open market                   there is no ABBO, the Potential Opening
                                                    addition, the Exchange believes that                    and a national market system, and, in                 Price is at or within the Pre-Market BBO
                                                    participants would prefer to have these                 general, to protect investors and the                 which is also a Quality Opening Market.
                                                    orders returned to them for further                     public interest.                                      Finally, while the new opening process
                                                    assessment rather than have them                           The Exchange proposes to delete in its             attempts to maximize the number of
                                                    entered into the order book at a price                  entirety the current opening process and              contracts executed on the Exchange
                                                    which is more aggressive than the price                 replace it with an opening rotation                   during such rotation, including by
                                                    at which the Exchange opened.82                         similar to the process in place on its                seeking additional liquidity, if
                                                                                                            affiliated exchange, Phlx. In making this             necessary, the Commission notes that
                                                    8. Other Provisions                                     change, the Exchange delineates, unlike               the new opening process, unlike the
                                                       Proposed Rule 701(k) provides that                   in the current, more opaque rule,                     current process, takes into consideration
                                                    during the opening of the option series,                detailed steps of the opening process.                away market interests and ensures that
                                                    where there is an execution possible,                   By providing more clearly each                        better away prices are not traded
                                                    the system will give priority first to                  sequence of the opening process, the                  through. For these reasons, the
                                                    Market Orders,83 then to resting Limit                  Commission notes that the proposed                    Commission believes that the proposed
                                                    Orders 84 and quotes. Additionally, the                 rule helps market participants                        rule change, as modified by Amendment
                                                    allocation provisions of ISE Gemini                     understand how the new opening                        No. 1, is consistent with the Act.
                                                    Rule 713 and the Supplementary                          rotation will operate. To that extent, the
                                                    Material to that rule apply with respect                new opening process may promote                       IV. Conclusion
                                                    to other orders and quotes with the                     transparency, reduce the potential for                  It is therefore ordered, pursuant to
                                                    same price. Finally, proposed Rule                      investor confusion, and assist market                 Section 19(b)(2) of the Exchange Act,89
                                                    701(l) provides that upon the opening of                participants in deciding whether to                   that the proposed rule change (SR–
                                                    the option series, regardless of an                     participate in ISE Gemini’s opening                   ISEGemini–2016–18), as modified by
                                                    execution, the system will disseminate                  rotation. Further, if they do participate             Amendment No. 1, be, and it hereby is,
                                                    the price and size of the Exchange’s best               in the new opening process, the                       approved.
                                                    bid and offer.                                          proposed rule may help provide market
                                                                                                                                                                    For the Commission, by the Division of
                                                                                                            participants with the confidence and
                                                    9. Implementation                                                                                             Trading and Markets, pursuant to delegated
                                                                                                            certainty as to how their orders or                   authority.90
                                                       The Exchange states that it intends to               quotes will be processed.
                                                    begin implementation of the proposed                                                                          Eduardo A. Aleman,
                                                                                                               Further, the Commission believes that
                                                    rule change in first quarter of 2017.85                 the proposed rule change is designed to               Assistant Secretary.
                                                    The Exchange represents that migration                  promote just and equitable principles of              [FR Doc. 2017–03104 Filed 2–15–17; 8:45 am]
                                                    of the Exchange system to Nasdaq INET                   trade by seeking to ensure that option                BILLING CODE 8011–01–P
                                                    technology will be on a symbol by                       series open in a fair and orderly manner.
                                                    symbol basis and that the Exchange will                 For example, the Commission notes that
                                                    issue an alert to Members to provide                    the proposed rule change is designed to               SMALL BUSINESS ADMINISTRATION
                                                    notification of the symbols that will                   mitigate the effects of the underlying
                                                                                                                                                                  [GarMark SBIC Fund, L.P. License No. 01/
                                                    migrate and the relevant dates.86                       security’s volatility as the overlying                01–0427]
                                                    III. Discussion and Commission                          option series undergoes the opening
                                                    Findings                                                rotation. Specifically, the proposed rule             Notice Seeking Exemption Under
                                                                                                            provides for a range of no less than 100              Section 312 of the Small Business
                                                       After careful review, the Commission                 milliseconds and no more than 5                       Investment Act, Conflicts of Interest
                                                    finds that the proposed rule change, as                 seconds in order to ensure that the
                                                    modified by Amendment No. 1, is                         Exchange has the ability to adjust the                   Notice is hereby given that GarMark
                                                    consistent with the requirements of the                 period for which the underlying must be               SBIC Fund, L.P., One Landmark Square,
                                                    Act and the rules and regulations                       open on the primary market before the                 Floor 6 Stamford, CT 06901, a Federal
                                                    thereunder applicable to a national                     opening process commences. Moreover,                  Licensee under the Small Business
                                                    securities exchange.87 In particular, the               the Commission notes that the proposed                Investment Act of 1958, as amended
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                            rule provides an orderly process for                  (‘‘the Act’’), in connection with the
                                                      81 See Notice, supra note 3, at 96069.
                                                                                                            handling eligible interests during the                financing of a small concerns, has
                                                      82 See id.
                                                                                                            opening rotation, while seeking to avoid              sought an exemption under Section 312
                                                      83 See ISE Gemini Rule 715(a).
                                                      84 See ISE Gemini Rule 715(b).                        opening executions at suboptimal                      of the Act and Section 107.730,
                                                      85 See Notice, supra note 3, at 96063.                prices. For instance, the new process                 Financings which Constitute Conflicts
                                                      86 See id. For a more detailed description of the                                                           of Interest of the Small Business
                                                    proposed rule change, see Notice, supra note 3.         impact on efficiency, competition, and capital
                                                      87 In approving this proposed rule change, the        formation. See 15 U.S.C. 78c(f).                        89 15   U.S.C. 78s(b)(2).
                                                    Commission has considered the proposed rule’s             88 15 U.S.C. 78f(b)(5).                               90 17   CFR 200.30–3(a)(12).



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Document Created: 2018-02-01 15:02:15
Document Modified: 2018-02-01 15:02:15
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 Citation82 FR 10952 

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