82_FR_14642 82 FR 14589 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend BOX Rule 7170 (Nullification and Adjustment of Options Transactions) To Add IM-7170-4

82 FR 14589 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend BOX Rule 7170 (Nullification and Adjustment of Options Transactions) To Add IM-7170-4

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 53 (March 21, 2017)

Page Range14589-14594
FR Document2017-05497

Federal Register, Volume 82 Issue 53 (Tuesday, March 21, 2017)
[Federal Register Volume 82, Number 53 (Tuesday, March 21, 2017)]
[Notices]
[Pages 14589-14594]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-05497]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80247; File No. SR-BOX-2017-08]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend BOX Rule 7170 (Nullification and Adjustment of Options 
Transactions) To Add IM-7170-4

March 15, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on March 3, 2017, BOX Options Exchange LLC (the ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the self-regulatory organization. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend BOX Rule 7170 (Nullification and 
Adjustment of Options Transactions) to add IM-7170-4. The text of the 
proposed rule change is available from the principal office of the 
Exchange, at the Commission's Public Reference Room and also on the 
Exchange's Internet Web site at http://boxexchange.com.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
has prepared summaries, set forth in Sections A, B, and C below, of the 
most significant aspects of such statements.

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

1. Purpose
    The Exchange proposes to amend BOX Rule 7170 (Nullification and 
Adjustment of Options Transactions) to add IM-7170-4. This is filing is 
based on a proposal recently submitted by Chicago Board Options 
Exchange, Incorporated (``CBOE'') and approved by the Commission.\3\
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    \3\ See Securities Exchange Act Release No. 80040 (February 14, 
2017), 82 FR 11248 (February 21, 2017) (Order Approving SR-CBOE-
2016-088).
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    Last year, the Exchange and other options exchanges adopted a new, 
harmonized rule related to the adjustment and nullification of 
erroneous options transactions, including a specific provision related 
to coordination in connection with large-scale events involving 
erroneous options transactions.\4\ The Exchange believes that the 
changes the options exchanges implemented with the new, harmonized rule 
have led to increased transparency and finality with respect to the 
adjustment and nullification of erroneous options transactions. 
However, as part of the initial initiative, the Exchange and other 
options exchanges deferred a few specific matters for further 
discussion.
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    \4\ See Securities Exchange Act Release No. 74911 (May 8, 2015), 
80 FR 27717 (May 14, 2015) (SR-BOX-2015-18) (the ``Initial 
Filing'').
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    Specifically, the options exchanges have been working together to 
identify ways to improve the process related to the adjustment and 
nullification of erroneous options transactions as it relates to 
complex orders \5\ and stock-option orders. The goal of the process 
that the options exchanges have undertaken is to further harmonize 
rules related to the adjustment and nullification of erroneous options 
transactions. As described below, the Exchange believes that the 
changes the options exchanges and BOX have agreed to propose will 
provide transparency and finality with respect to the adjustment and 
nullification of erroneous complex order and stock-option order 
transactions. Particularly, the proposed changes seek to achieve 
consistent results for participants across U.S. options exchanges while 
maintaining a fair and orderly market, protecting investors and 
protecting the public interest.
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    \5\ See Rule 7240(a)(5) (defining complex orders).
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    The Proposed Rule is the culmination of this coordinated effort and 
reflects discussions by the options exchanges whereby the exchanges 
that offer complex orders and/or stock-option orders will universally 
adopt new provisions that the options exchanges collectively believe 
will improve the handling of erroneous options transactions that result 
from the execution of complex orders and stock-option orders.\6\
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    \6\ The Exchange notes that it does not offer stock-option 
orders and will not adopt the CBOE provisions around stock-option 
orders.
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    The Exchange believes that the Proposed Rule supports an approach 
consistent with long-standing principles in the options industry under 
which the general policy is to adjust rather than nullify transactions. 
The Exchange acknowledges that adjustment of transactions is contrary 
to the operation of analogous rules applicable to the equities markets, 
where erroneous transactions are typically nullified rather than 
adjusted and where there is no distinction between the types of market 
participants involved in a transaction. For the reasons set forth 
below, the Exchange believes that the distinctions in market structure 
between equities and options markets continue to support these 
distinctions between the rules for handling obvious errors in the 
equities and options markets.
    Various general structural differences between the options and 
equities markets point toward the need for a different balancing of 
risks for options market participants and are reflected in this 
proposal. Option pricing is formulaic and is tied to the price of the 
underlying stock, the volatility of the underlying security and other 
factors. Because options market participants can generally create new 
open interest in response to trading demand, as new open interest is 
created, correlated trades in the underlying or related series are 
generally also executed to hedge a market participant's risk. This 
pairing of open interest with hedging interest differentiates the 
options market specifically (and the derivatives markets broadly) from 
the cash equities markets. In turn, the Exchange believes that the 
hedging transactions engaged in by market participants necessitates 
protection of transactions through adjustments rather than 
nullifications when possible and otherwise appropriate.
    The options markets are also quote driven markets dependent on 
liquidity providers to an even greater extent than equities markets. In 
contrast to the approximately 7,000 different securities

[[Page 14590]]

traded in the U.S. equities markets each day, there are more than 
500,000 unique, regularly quoted option series. Given this breadth in 
options series the options markets are more dependent on liquidity 
providers than equities markets; such liquidity is provided most 
commonly by registered market makers but also by other professional 
traders. With the number of instruments in which registered market 
makers must quote and the risk attendant with quoting so many products 
simultaneously, the Exchange believes that those liquidity providers 
should be afforded a greater level of protection. In particular, the 
Exchange believes that liquidity providers should be allowed protection 
of their trades given the fact that they typically engage in hedging 
activity to protect them from significant financial risk to encourage 
continued liquidity provision and maintenance of the quote-driven 
options markets.
    In addition to the factors described above, there are other 
fundamental differences between options and equities markets which lend 
themselves to different treatment of different classes of participants 
that are reflected in this proposal. For example, there is no trade 
reporting facility in the options markets. Thus, all transactions must 
occur on an options exchange. This leads to significantly greater 
retail customer participation directly on exchanges than in the 
equities markets, where a significant amount of retail customer 
participation never reaches the Exchange but is instead executed in 
off-exchange venues such as alternative trading systems, broker-dealer 
market making desks and internalizers. In turn, because of such direct 
retail customer participation, the exchanges have taken steps to afford 
those retail customers--generally Priority Customers--more favorable 
treatment in some circumstances.
Complex Orders
    As more fully described below, the Proposed Rule applies much of 
the Current Rule to Complex Orders.\7\ The Proposed Rule deviates from 
the Current Rule only to account for the unique qualities of Complex 
Orders. The Proposed Rule reflects the fact that Complex Orders can 
execute against other Complex Orders or can execute against individual 
simple orders in the leg markets. When a Complex Order executes against 
the leg markets there may be different counterparties on each leg of 
the Complex Order, and not every leg will necessarily be executed at an 
erroneous price.
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    \7\ In order for a Complex Order to qualify as an obvious or 
catastrophic error at least one of the legs must itself qualify as 
an obvious or catastrophic error under the Current Rule. See 
Proposed IM-7170-4 (a)-(b).
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    First, proposed IM-7170-4(a) governs the review of Complex Orders 
that are executed against individual legs (as opposed to a Complex 
Order that executes against another Complex Order).\8\ Proposed IM-
7170-4(a) provides:
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    \8\ The leg market consists of quotes and/or orders in single 
options series. A Complex Order may be received by the Exchange 
electronically, and the legs of the Complex Order may have different 
counterparties. For example, Market-Maker 1 may be quoting in ABC 
calls and Market-Maker 2 may be quoting in ABC puts. A Complex Order 
to buy the ABC calls and puts may execute against the quotes of 
Market-Maker 1 and Market-Maker 2.

    If a Complex Order executes against individual legs and at least 
one of the legs qualifies as an Obvious or Catastrophic Error under 
this Rule 7170, then the leg(s) that is an Obvious or Catastrophic 
Error will be adjusted in accordance with paragraphs (c)(4)(A) or 
(d)(3), respectively, regardless of whether one of the parties is a 
Customer. However, any Customer order subject to this paragraph (a) 
will be nullified if the adjustment would result in an execution 
price higher (for buy transactions) or lower (for sell transactions) 
than the Customer's limit price on the Complex Order or individual 
leg(s). If any leg of a Complex Order is nullified, the entire 
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transaction is nullified.

    As previously noted, at least one of the legs of the Complex Order 
must qualify as an obvious or catastrophic error under the Current Rule 
in order for the Complex Order to receive obvious or catastrophic error 
relief. Thus, when the Exchange is notified (within the timeframes set 
forth in paragraph (c)(2) or (d)(2)) of a Complex Order that is a 
possible obvious error or catastrophic error, the Exchange will first 
review the individual legs of the Complex Order to determine if one or 
more legs qualify as an obvious or catastrophic error.\9\ If no leg 
qualifies as an obvious or catastrophic error, the transaction stands--
no adjustment and no nullification.
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    \9\ Because a Complex Order can execute against the leg market, 
the Exchange may also be notified of a possible obvious or 
catastrophic error by a counterparty that received an execution in 
an individual options series. If upon review of a potential obvious 
error the Exchange determines an individual options series was 
executed against the leg of a Complex Order, proposed IM-7170-4 will 
govern.
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    Reviewing the legs to determine whether one or more legs qualify as 
an obvious or catastrophic error requires the Exchange to follow the 
Current Rule. In accordance with paragraphs (c)(1) and (d)(1) of the 
Current Rule, the Exchange compares the execution price of each 
individual leg to the Theoretical Price of each leg (as determined by 
paragraph (b) of the Current Rule). If the execution price of an 
individual leg is higher or lower than the Theoretical Price for the 
series by an amount equal to at least the amount shown in the obvious 
error table in paragraph (c)(1) of the Current rule or the catastrophic 
error table in paragraph (d)(1) of the Current Rule, the individual leg 
qualifies as an obvious or catastrophic error, and the Exchange will 
take steps to adjust or nullify the transaction.\10\
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    \10\ Only the execution price on the leg (or legs) that 
qualifies as an obvious or catastrophic error pursuant to any 
portion of Proposed IM-7170-4 will be adjusted. The execution price 
of a leg (or legs) that does not qualify as an obvious or 
catastrophic error will not be adjusted.
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    To illustrate, consider a Customer submits a Complex Order to the 
Exchange consisting of leg 1 and leg 2--Leg 1 is to buy 100 ABC calls 
and leg 2 is to sell 100 ABC puts. Also, consider that Market-Maker 1 
is quoting the ABC calls $1.00-1.20 and Market-Maker 2 is quoting the 
ABC puts $2.00-2.20. If the Complex Order executes against the quotes 
of Market-Makers 1 and 2, the Customer buys the ABC calls for $1.20 and 
sells the ABC puts for $2.00. As with the obvious/catastrophic error 
reviews for simple orders, the execution price of leg 1 is compared to 
the Theoretical Price \11\ of Leg 1 in order to determine if Leg 1 is 
an obvious error under paragraph (c)(1) of the Current Rule or a 
catastrophic error under paragraph (d)(1) of the Current Rule. The same 
goes for Leg 2. The execution price of Leg 2 is compared to the 
Theoretical Price of Leg 2. If it is determined that one or both of the 
legs are an obvious or catastrophic error, then the leg (or legs) that 
is an obvious or catastrophic error will be adjusted in accordance with 
paragraphs (c)(4)(A) or (d)(3) of the Current Rule, regardless of 
whether one of the parties is a Customer.\12\ Although a single-legged 
execution that is deemed to be an obvious error under the Current Rule 
is nullified whenever a Customer is involved in the transaction, the 
Exchange believes adjusting execution prices is generally better for 
the marketplace than nullifying executions because liquidity providers 
often execute hedging transactions to offset options positions. When an 
options transaction is nullified the hedging position can adversely 
affect the liquidity provider. With regards to Complex Orders that 
execute against individual legs, the additional rationale

[[Page 14591]]

for adjusting erroneous execution prices when possible is the fact that 
the counterparty on a leg that is not executed at an obvious or 
catastrophic error price cannot look at the execution price to 
determine whether the execution may later be nullified (as opposed to 
the counterparty on single-legged order that is executed at an obvious 
error or catastrophic error price).
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    \11\ See Rule 7170(b) (defining the manner in which Theoretical 
Price is determined).
    \12\ See Rule 7170(a)(1) (defining Customer for purposes of Rule 
7170 as not including a broker-dealer, Professional Customer, or 
Voluntary Professional Customer).
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    Paragraph (c)(4)(A) of the Current Rule mandates that if it is 
determined that an obvious error has occurred, the execution price of 
the transaction will be adjusted pursuant to the table set forth in 
(c)(4)(A). Although for simple orders paragraph (c)(4)(A) is only 
applicable when no party to the transaction is a Customer, for the 
purposes of Complex Orders paragraph (a) of IM-7170-4 will supersede 
that limitation; therefore, if it is determined that a leg (or legs) of 
a Complex Order is an obvious error, the leg (or legs) will be adjusted 
pursuant to (c)(4)(A), regardless of whether a party to the transaction 
is a Customer. The Size Adjustment Modifier defined in subparagraph 
(a)(4) will similarly apply (regardless of whether a Customer is on the 
transaction) by virtue of the application of paragraph (c)(4)(A).\13\ 
The Exchange notes that adjusting all market participants is not unique 
or novel. When the Exchange determines that a simple order execution is 
a Catastrophic Error pursuant to the Current Rule, paragraph (d)(3) 
already provides for adjusting the execution price for all market 
participants, including Customers.
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    \13\ See Rule 7170(c)(4)(A) (stating that any non-Customer 
Obvious Error exceeding 50 contracts will be subject to the Size 
Adjustment Modifier defined in sub-paragraph (a)(4)).
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    Furthermore, as with the Current Rule, Proposed IM-7170-4(a) 
provides protection for Customer orders, stating that where at least 
one party to a Complex Order transaction is a Customer, the transaction 
will be nullified if adjustment would result in an execution price 
higher (for buy transactions) or lower (for sell transactions) than the 
Customer's limit price on the Complex Order or individual leg(s). For 
example, assume Customer enters a Complex Order to buy leg 1 and leg 2.
     Assume the NBBO for leg 1 is $0.20-1.00 and the NBBO for 
leg 2 is $0.50-1.00 and that these have been the NBBOs since the market 
opened.
     A split-second prior to the execution of the Complex Order 
a Customer enters a simple order to sell the leg 1 options series at 
$1.30, and the simple order enters the Exchange's book so that the BBO 
is $.20-$1.30. The limit price on the simple order is $1.30.
     The Complex Order executes leg 1 against the Exchange's 
best offer of $1.30 and leg 2 at $1.00 for a net execution price of 
$2.30.
     However, leg 1 executed on a wide quote (the NBBO for leg 
1 was $0.20-1.00 at the time of execution, which is wider than 
$0.75).\14\ Leg 2 was not executed on a wide quote (the market for leg 
2 was $0.50-1.00); thus, leg 2 execution price stands.
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    \14\ See Rule 7170(b)(3).
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     The Exchange determines that the Theoretical Price for leg 
1 is $1.00, which was the best offer prior to the execution. Leg 1 
qualifies as an obvious error because the difference between the 
Theoretical Price ($1.00) and the execution price ($1.30) is larger 
than $0.25.\15\
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    \15\ See Rule (c)(1).
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     According to Proposed IM-7170-4(a) Customers will also be 
adjusted in accordance with Rule 7170(c)(4)(A), which for a buy 
transaction under $3.00 calls for the Theoretical Price to by adjusted 
by adding $0.15 \16\ to the Theoretical Price of $1.00. Thus, adjust 
execution price for leg 1 would be $1.15.
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    \16\ See Rule 7170(c)(4)(A).
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     However, adjusting the execution price of leg 1 to $1.15 
violates the limit price of the Customer's sell order on the simple 
order book for leg 1, which was $1.30.
     Thus, the entire Complex Order transaction will be 
nullified \17\ because the limit price of a Customer's sell order would 
be violated by the adjustment.\18\
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    \17\ If any leg of a Complex Order is nullified, the entire 
transaction is nullified. See Proposed IM-7170-4(a).
    \18\ The simple order in this example is not an erroneous sell 
transaction because the execution price was not erroneously low. See 
Rule 7170(a)(2).
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    As the above example demonstrates, incoming Complex Orders may 
execute against resting simple orders in the leg market. If a Complex 
Order leg is deemed to be an obvious error, adjusting the execution 
price of the leg may violate the limit price of the resting order, 
which will result in nullification if the resting order is for a 
Customer. In contrast, IM-7170-2 provides that if an adjustment would 
result in an execution price that is higher than an erroneous buy 
transaction or lower than an erroneous sell transaction the execution 
will not be adjusted or nullified.\19\ If the adjustment of a Complex 
Order would violate the Complex Order Customer's limit price, the 
transaction will be nullified.
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    \19\ See IM-7170-2.
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    As previously noted, paragraph (d)(3) of the Current Rule already 
mandates that if it is determined that a catastrophic error has 
occurred, the execution price of the transaction will be adjusted 
pursuant to the table set forth in (d)(3). For purposes of Complex 
Orders under Proposed IM-7170-4(a), if one of the legs of a Complex 
Order is determined to be a Catastrophic Error under paragraph (d)(3), 
all market participants will be adjusted in accordance with the table 
set forth in (d)(3). Again, however, where at least one party to a 
Complex Order transaction is a Customer, the transaction will be 
nullified if adjustment would result in an execution price higher (for 
buy transactions) or lower (for sell transactions) than the Customer's 
limit price on the Complex Order or individual leg(s). Again, if any 
leg of a Complex Order is nullified, the entire transaction is 
nullified.
    Other than honoring the limit prices established for Customer 
orders, the Exchange has proposed to treat Customers and non-Customers 
the same in the context of the Complex Orders that trade against the 
leg market. When Complex Orders trade against the leg market, it is 
possible that at least some of the legs will execute at prices that 
would not be deemed obvious or catastrophic errors, which gives the 
counterparty in such situations no indication that the execution will 
later by adjusted or nullified. The Exchange believes that treating 
Customers and non-Customers the same in this context will provide 
additional certainty to non-Customers (especially Market-Makers) with 
respect to their potential exposure and hedging activities, including 
comfort that even if a transaction is later adjusted, such transaction 
will not be fully nullified. However, as noted above, under the 
Proposed Rule where at least one party to the transaction is a 
Customer, the trade will be nullified if the adjustment would result in 
an execution price higher (for buy transactions) or lower (for sell 
transactions) than the Customer's limit price on the Complex Order or 
individual leg(s). The Exchange has retained the protection of a 
Customer's limit price in order to avoid a situation where the 
adjustment could be to a price that a Customer would not have expected, 
and market professionals such as non-Customers would be better prepared 
to recover in such situations. Therefore, adjustment for non-Customers 
is more appropriate.
    Second, proposed IM-7170-4(b) governs the review of Complex Orders

[[Page 14592]]

that are executed against other Complex Orders. Proposed IM-7170-4(b) 
provides:

    If a Complex Order executes against another Complex Order and at 
least one of the legs qualifies as an Obvious Error under paragraph 
(c)(1) or a Catastrophic Error under paragraph (d)(1), then the 
leg(s) that is an Obvious or Catastrophic Error will be adjusted or 
busted in accordance with paragraph (c)(4) or (d)(3), respectively, 
so long as either: (i) The width of the National Spread Market for 
the Complex Order strategy just prior to the erroneous transaction 
was equal to or greater than the amount set forth in the wide quote 
table of paragraph (b)(3) or (ii) the net execution price of the 
Complex Order is higher (lower) than the offer (bid) of the National 
Spread Market for the Complex Order strategy just prior to the 
erroneous transaction by an amount equal to at least the amount 
shown in the table in paragraph (c)(1). If any leg of a Complex 
Order is nullified, the entire transaction is nullified. For 
purposes of Rule 7170, the National Spread Market for a Complex 
Order strategy is determined by the National Best Bid/Offer of the 
individual legs of the strategy.

As described above in relation to Proposed IM-7170-4(a), the first step 
is for the Exchange to review (upon receipt of a timely notification in 
accordance with paragraphs (c)(2) or (d)(2) of the Current Rule) the 
individual legs to determine whether a leg or legs qualifies as an 
obvious or catastrophic error. If no leg qualifies as an obvious or 
catastrophic error, the transaction stands--no adjustment and no 
nullification.
    Unlike Proposed IM-7170-4(a), the Exchange is also proposing to 
compare the net execution price of the entire Complex Order package to 
the National Spread Market (``NSM'') for the Complex Order 
strategy.\20\ Complex Orders are exempt from the order protection rules 
of the options exchanges.\21\ Thus, depending on the manner in which 
the systems of an options exchange are calibrated, a Complex Order can 
execute without regard to the prices offered in the Complex Order books 
or the leg markets of other options exchanges. In certain situations, 
reviewing the execution prices of the legs in a vacuum would make the 
leg appear to be an obvious or catastrophic error, even though the net 
execution price on the Complex Order is not an erroneous price. For 
example, assume the Exchange receives a Complex Order to buy ABC calls 
and sell ABC puts.
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    \20\ NSM is the derived net market for a Complex Order package. 
For example, if the NBBO of Leg 1 is $1.00-2.00 and the NBBO of Leg 
2 is $5.00-7.00, then the NSM for a Complex Order to buy Leg 1 and 
buy Leg 2 is $6.00-9.00.
    \21\ See Rule 15010(b)(7). All options exchanges have the same 
order protection rule.
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     If the BBO for the ABC calls is $5.50-7.50 and the BBO for 
ABC puts is $3.00-4.50, then the Exchange's spread market is $1.00-
4.50.\22\
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    \22\ The Complex Order is to buy ABC calls and sell ABC puts. 
The Exchange's best offer for ABC puts is $7.50 and Exchange's best 
bid for is $3.00. If the Customer were to buy the Complex Order 
strategy, the Customer would receive a debit of $4.50 (buy ABC calls 
for $7.50 minus selling ABC puts for $3.00). If the Customer were to 
sell the Complex Order strategy the Customer would receive a credit 
of $1.00 (selling the ABC calls for $5.50 minus buying the ABC puts 
for $4.50). Thus, the Exchange's spread market is $1.00-4.50.
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     If the NBBO for the ABC calls is $6.00-6.50 and the NBBO 
for the ABC puts is $3.50-4.00, then the NSM is $2.00-3.00.
     If the Customer buys the calls at $7.50 and sells the puts 
at $4.00, the Complex Order Customer receives a net execution price of 
$3.00 (debit), which is the expected net execution price as indicated 
by the NSM offer of $3.00.
    If the exchange were to solely focus on the $7.50 execution price 
of the ABC calls or the $4.00 execution price of the ABC puts, the 
execution would qualify as an obvious or catastrophic error because the 
execution price on the legs was outside the NBBO, even though the net 
execution price is accurate. Thus, the additional review of the NSM to 
determine if the Complex Order was executed at a truly erroneous price 
is necessary. The same concern is not present when a Complex Order 
executes against the leg market under IM-7170-4(a) because the Exchange 
is modifying its system in order to ensure the leg will execute at or 
within the NBBO of the leg markets.\23\
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    \23\ The proposed rule change to modify Exchange systems to 
ensure the legs of a Complex Order will execute against legs in the 
simple order market within the NBBO of the simple order market will 
be in a separate filing.
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    In order to incorporate NSM, IM-7170-4(b) provides that if the 
Exchange determines that a leg or legs does qualify as on obvious or 
catastrophic error, the leg or legs will be adjusted or busted in 
accordance with paragraph (c)(4) or (d)(3) of the Current Rule, so long 
as either: (i) The width of the NSM for the Complex Order strategy just 
prior to the erroneous transaction was equal to or greater than the 
amount set forth in the wide quote table of paragraph (b)(3) of the 
Current Rule or (ii) the net execution price of the Complex Order is 
higher (lower) than the offer (bid) of the NSM for the Complex Order 
strategy just prior to the erroneous transaction by an amount equal to 
at least the amount shown in the table in paragraph (c)(1) of the 
Current Rule.
    For example, assume an individual leg or legs qualifies as an 
obvious or catastrophic error and the width of the NSM of the Complex 
Order strategy just prior to the erroneous transaction is $6.00-9.00. 
The Complex Order will qualify to be adjusted or busted in accordance 
with paragraph (c)(4) of the Current Rule because the wide quote table 
of paragraph (b)(3) of the Current Rule indicates that the minimum 
amount is $1.50 for a bid price between $5.00 to $10.00. If the NSM 
were instead $6.00-7.00 the Complex Order strategy would not qualify to 
be adjusted or busted pursuant to .07(b)(i) because the width of the 
NSM is $1.00, which is less than the required $1.50. However, the 
execution may still qualify to be adjusted or busted in accordance with 
paragraph (c)(4) or (d)(3) of the Current Rule pursuant to IM-7170-
4(b)(ii). Focusing on the NSM in this manner will ensure that the 
obvious/catastrophic error review process focuses on the net execution 
price instead of the execution prices of the individual legs, which may 
have execution prices outside of the NBBO of the leg markets.
    Again, assume an individual leg or legs qualifies as an obvious or 
catastrophic error as described above. If the NSM is $6.00-7.00 (not a 
wide quote pursuant to the wide quote table in paragraph (b)(3) of the 
Current Rule) but the execution price of the entire Complex Order 
package (i.e., the net execution price) is higher (lower) than the 
offer (bid) of the NSM for the Complex Order strategy just prior to the 
erroneous transaction by an amount equal to at least the amount in the 
table in paragraph (c)(1) of the Current Rule, then the Complex Order 
qualifies to be adjusted or busted in accordance with paragraph (c)(4) 
or (d)(3) of the Current Rule. For example, if the NSM for the Complex 
Order strategy just prior to the erroneous transaction is $6.00-7.00 
and the net execution price of the Complex Order transaction is $7.75, 
the Complex Order qualifies to be adjusted or busted in accordance with 
paragraph (c)(4) of the Current Rule because the execution price of 
$7.75 is more than $0.50 (i.e., the minimum amount according to the 
table in paragraph (c)(1) when the price is above $5.00 but less than 
$10.01) from the NSM offer of $7.00. Focusing on the NSM in this manner 
will ensure that the obvious/catastrophic error review process focuses 
on the net execution price instead of the execution prices of the 
individual legs, which may have execution prices outside of the NBBO of 
the leg markets.
    Although the Exchange believes adjusting execution prices is 
generally

[[Page 14593]]

better for the marketplace than nullifying executions because liquidity 
providers often execute hedging transactions to offset options 
positions, the Exchange recognizes that Complex Orders executing 
against other Complex Orders is similar to simple orders executing 
against other simple orders because both parties are able to review the 
execution price to determine whether the transaction may have been 
executed at an erroneous price. Thus, for purposes of Complex Orders 
that meet the requirements of IM-7170-4(b), the Exchange proposes to 
apply the Current Rule and adjust or bust obvious errors in accordance 
with paragraph (c)(4) (as opposed to applying paragraph (c)(4)(A) as is 
the case under IM-7170-4(a)) and catastrophic errors in accordance with 
(d)(3).
    Therefore, for purposes of Complex Orders under Proposed IM-7170-
4(b), if one of the legs is determined to be an obvious error under 
paragraph (c)(1), all Customer transactions will be nullified, unless a 
Participant submits 200 or more Customer transactions for review in 
accordance with (c)(4)(C).\24\ For purposes of Complex Orders under 
Proposed IM-7170-4(b), if one of the legs is determined to be a 
catastrophic error under paragraph (d)(3) and all of the other 
requirements of IM-7170-4(b) are met, all market participants will be 
adjusted in accordance with the table set forth in (d)(3). Again, 
however, pursuant to paragraph (d)(3) where at least one party to a 
Complex Order transaction is a Customer, the transaction will be 
nullified if adjustment would result in an execution price higher (for 
buy transactions) or lower (for sell transactions) than the Customer's 
limit price on the Complex Order or individual leg(s). Also, if any leg 
of a Complex Order is nullified, the entire transaction is nullified.
---------------------------------------------------------------------------

    \24\ Rule 7170(c)(4)(C) also requires the orders resulting in 
200 or more Customer transactions to have been submitted during the 
course of 2 minutes or less.
---------------------------------------------------------------------------

Implementation Date
    In order to ensure that the other options exchanges are able to 
adopt rules consistent with this proposal and to coordinate 
effectiveness of such harmonized rules, the Exchange proposed to delay 
the effectiveness of this proposal to April 17, 2017.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Securities Exchange Act of 1934 
(the ``Act''),\25\ in general, and Section 6(b)(5) of the Act,\26\ in 
particular, in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general to protect investors and the 
public interest.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As described above, the Exchange and other options exchanges are 
seeking to adopt harmonized rules related to the adjustment and 
nullification of erroneous options transactions. The Exchange believes 
that the Proposed Rule will provide greater transparency and clarity 
with respect to the adjustment and nullification of erroneous options 
transactions. Particularly, the proposed changes seek to achieve 
consistent results for participants across U.S. options exchanges while 
maintaining a fair and orderly market, protecting investors and 
protecting the public interest. Based on the foregoing, the Exchange 
believes that the proposal is consistent with Section 6(b)(5) of the 
Act \27\ in that the Proposed Rule will foster cooperation and 
coordination with persons engaged in regulating and facilitating 
transactions.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the various provisions allowing or dictating 
adjustment rather than nullification of a trade are necessary given the 
benefits of adjusting a trade price rather than nullifying the trade 
completely. Because options trades are used to hedge, or are hedged by, 
transactions in other markets, including securities and futures, many 
Participants, and their customers, would rather adjust prices of 
executions rather than nullify the transactions and, thus, lose a hedge 
altogether. As such, the Exchange believes it is in the best interest 
of investors to allow for price adjustments as well as nullifications.
    The Exchange does not believe that the proposal is unfairly 
discriminatory, even though it differentiates in many places between 
Customers and non-Customers. As with the Current Rule, Customers are 
treated differently, often affording them preferential treatment. This 
treatment is appropriate in light of the fact that Customers are not 
necessarily immersed in the day-to-day trading of the markets, are less 
likely to be watching trading activity in a particular option 
throughout the day, and may have limited funds in their trading 
accounts. At the same time, the Exchange reiterates that in the U.S. 
options markets generally there is significant retail customer 
participation that occurs directly on (and only on) options exchanges 
such as the Exchange. Accordingly, differentiating among market 
participants with respect to the adjustment and nullification of 
erroneous options transactions is not unfairly discriminatory because 
it is reasonable and fair to provide Customers with additional 
protections as compared to non-Customers.
    The Exchange believes that its proposal to adopt the ability to 
adjust a Customer's execution price when a Complex Order is deemed to 
be an Obvious or Catastrophic Error is consistent with the Act. A 
Complex Order that executes against individual leg markets may receive 
an execution price on an individual leg that is not an Obvious or 
Catastrophic error but another leg of the transaction is an Obvious or 
Catastrophic Error. In such situations where the Complex Order is 
executing against at least one individual or firm that is not aware of 
the fact that they have executed against a Complex Order or that the 
Complex Order has been executed at an erroneous price, the Exchange 
believes it is more appropriate to adjust execution prices if possible 
because the derivative transactions are often hedged with other 
securities. Allowing adjustments instead of nullifying transactions in 
these limited situations will help to ensure that market participants 
are not left with a hedge that has no position to hedge against.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. In this regard and as indicated 
above, the Exchange notes that the proposed rule change is 
substantially similar to a filing submitted by CBOE that was recently 
approved by the Commission.\28\
---------------------------------------------------------------------------

    \28\ See supra, note 3.
---------------------------------------------------------------------------

    The Exchange believes the proposal will not impose a burden on 
intermarket competition but will rather alleviate any burden on 
competition because it is the result of a collaborative effort by all 
options exchanges to harmonize and improve the process related to the 
adjustment and nullification of erroneous options transactions. The 
Exchange does not believe that the rules applicable to such process is 
an area where options exchanges should

[[Page 14594]]

compete, but rather, that all options exchanges should have consistent 
rules to the extent possible. Particularly where a market participant 
trades on several different exchanges and an erroneous trade may occur 
on multiple markets nearly simultaneously, the Exchange believes that a 
participant should have a consistent experience with respect to the 
nullification or adjustment of transactions. The Exchange understands 
that all other options exchanges that trade complex orders and/or 
stock-option orders intend to file proposals that are substantially 
similar to this proposal.
    The Exchange does not believe that the proposed rule change imposes 
a burden on intramarket competition because the provisions apply to all 
market participants equally within each participant category (i.e., 
Customers and non-Customers). With respect to competition between 
Customer and non-Customer market participants, the Exchange believes 
that the Proposed Rule acknowledges competing concerns and tries to 
strike the appropriate balance between such concerns. For instance, the 
Exchange believes that protection of Customers is important due to 
their direct participation in the options markets as well as the fact 
that they are not, by definition, market professionals. At the same 
time, the Exchange believes due to the quote-driven nature of the 
options markets, the importance of liquidity provision in such markets 
and the risk that liquidity providers bear when quoting a large breadth 
of products that are derivative of underlying securities, that the 
protection of liquidity providers and the practice of adjusting 
transactions rather than nullifying them is of critical importance. As 
described above, the Exchange will apply specific and objective 
criteria to determine whether an erroneous transaction has occurred 
and, if so, how to adjust or nullify a transaction.

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

    The Exchange has neither solicited nor received comments on the 
proposed rule change.

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate if consistent with the protection of investors 
and the public interest, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \29\ and Rule 19b-4(f)(6) 
thereunder.\30\
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78s(b)(3)(A).
    \30\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BOX-2017-08 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BOX-2017-08. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BOX-2017-08, and should be 
submitted on or before April 11, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
---------------------------------------------------------------------------

    \31\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05497 Filed 3-20-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                 Federal Register / Vol. 82, No. 53 / Tuesday, March 21, 2017 / Notices                                                     14589

                                                    For the Commission, by the Division of                 Sections A, B, and C below, of the most                  The Proposed Rule is the culmination
                                                  Trading and Markets, pursuant to delegated               significant aspects of such statements.               of this coordinated effort and reflects
                                                  authority.25                                                                                                   discussions by the options exchanges
                                                  Eduardo A. Aleman,                                       A. Self-Regulatory Organization’s
                                                                                                                                                                 whereby the exchanges that offer
                                                                                                           Statement of the Purpose of, and
                                                  Assistant Secretary.                                                                                           complex orders and/or stock-option
                                                                                                           Statutory Basis for, the Proposed Rule
                                                  [FR Doc. 2017–05499 Filed 3–20–17; 8:45 am]                                                                    orders will universally adopt new
                                                                                                           Change                                                provisions that the options exchanges
                                                  BILLING CODE 8011–01–P
                                                                                                           1. Purpose                                            collectively believe will improve the
                                                                                                                                                                 handling of erroneous options
                                                  SECURITIES AND EXCHANGE                                     The Exchange proposes to amend                     transactions that result from the
                                                  COMMISSION                                               BOX Rule 7170 (Nullification and                      execution of complex orders and stock-
                                                                                                           Adjustment of Options Transactions) to                option orders.6
                                                  [Release No. 34–80247; File No. SR–BOX–                  add IM–7170–4. This is filing is based                   The Exchange believes that the
                                                  2017–08]                                                 on a proposal recently submitted by                   Proposed Rule supports an approach
                                                  Self-Regulatory Organizations; BOX                       Chicago Board Options Exchange,                       consistent with long-standing principles
                                                  Options Exchange LLC; Notice of                          Incorporated (‘‘CBOE’’) and approved by               in the options industry under which the
                                                  Filing and Immediate Effectiveness of                    the Commission.3                                      general policy is to adjust rather than
                                                  a Proposed Rule Change To Amend                             Last year, the Exchange and other                  nullify transactions. The Exchange
                                                  BOX Rule 7170 (Nullification and                         options exchanges adopted a new,                      acknowledges that adjustment of
                                                  Adjustment of Options Transactions)                      harmonized rule related to the                        transactions is contrary to the operation
                                                  To Add IM–7170–4                                         adjustment and nullification of                       of analogous rules applicable to the
                                                                                                           erroneous options transactions,                       equities markets, where erroneous
                                                  March 15, 2017.                                          including a specific provision related to             transactions are typically nullified
                                                     Pursuant to Section 19(b)(1) of the                   coordination in connection with large-                rather than adjusted and where there is
                                                  Securities Exchange Act of 1934 (the                     scale events involving erroneous                      no distinction between the types of
                                                  ‘‘Act’’),1 and Rule 19b–4 thereunder,2                   options transactions.4 The Exchange                   market participants involved in a
                                                  notice is hereby given that on March 3,                  believes that the changes the options                 transaction. For the reasons set forth
                                                  2017, BOX Options Exchange LLC (the                      exchanges implemented with the new,                   below, the Exchange believes that the
                                                  ‘‘Exchange’’) filed with the Securities                  harmonized rule have led to increased                 distinctions in market structure between
                                                  and Exchange Commission                                  transparency and finality with respect to             equities and options markets continue
                                                  (‘‘Commission’’) the proposed rule                       the adjustment and nullification of                   to support these distinctions between
                                                  change as described in Items I and II                    erroneous options transactions.                       the rules for handling obvious errors in
                                                  below, which Items have been prepared                    However, as part of the initial initiative,           the equities and options markets.
                                                  by the self-regulatory organization. The                 the Exchange and other options                           Various general structural differences
                                                  Commission is publishing this notice to                  exchanges deferred a few specific                     between the options and equities
                                                  solicit comments on the proposed rule                    matters for further discussion.                       markets point toward the need for a
                                                  change from interested persons.                             Specifically, the options exchanges                different balancing of risks for options
                                                                                                           have been working together to identify                market participants and are reflected in
                                                  I. Self-Regulatory Organization’s
                                                                                                           ways to improve the process related to                this proposal. Option pricing is
                                                  Statement of the Terms of Substance of
                                                                                                           the adjustment and nullification of                   formulaic and is tied to the price of the
                                                  the Proposed Rule Change
                                                                                                           erroneous options transactions as it                  underlying stock, the volatility of the
                                                     The Exchange proposes to amend                                                                              underlying security and other factors.
                                                  BOX Rule 7170 (Nullification and                         relates to complex orders 5 and stock-
                                                                                                           option orders. The goal of the process                Because options market participants can
                                                  Adjustment of Options Transactions) to                                                                         generally create new open interest in
                                                  add IM–7170–4. The text of the                           that the options exchanges have
                                                                                                           undertaken is to further harmonize rules              response to trading demand, as new
                                                  proposed rule change is available from                                                                         open interest is created, correlated
                                                  the principal office of the Exchange, at                 related to the adjustment and
                                                                                                           nullification of erroneous options                    trades in the underlying or related series
                                                  the Commission’s Public Reference                                                                              are generally also executed to hedge a
                                                  Room and also on the Exchange’s                          transactions. As described below, the
                                                                                                           Exchange believes that the changes the                market participant’s risk. This pairing of
                                                  Internet Web site at http://                                                                                   open interest with hedging interest
                                                  boxexchange.com.                                         options exchanges and BOX have agreed
                                                                                                           to propose will provide transparency                  differentiates the options market
                                                  II. Self-Regulatory Organization’s                       and finality with respect to the                      specifically (and the derivatives markets
                                                  Statement of the Purpose of, and                         adjustment and nullification of                       broadly) from the cash equities markets.
                                                  Statutory Basis for, the Proposed Rule                   erroneous complex order and stock-                    In turn, the Exchange believes that the
                                                  Change                                                   option order transactions. Particularly,              hedging transactions engaged in by
                                                                                                           the proposed changes seek to achieve                  market participants necessitates
                                                     In its filing with the Commission, the                                                                      protection of transactions through
                                                  self-regulatory organization included                    consistent results for participants across
                                                                                                           U.S. options exchanges while                          adjustments rather than nullifications
                                                  statements concerning the purpose of,                                                                          when possible and otherwise
                                                  and basis for, the proposed rule change                  maintaining a fair and orderly market,
                                                                                                           protecting investors and protecting the               appropriate.
                                                  and discussed any comments it received                                                                            The options markets are also quote
                                                                                                           public interest.
mstockstill on DSK3G9T082PROD with NOTICES




                                                  on the proposed rule change. The text                                                                          driven markets dependent on liquidity
                                                  of these statements may be examined at                                                                         providers to an even greater extent than
                                                                                                             3 See Securities Exchange Act Release No. 80040
                                                  the places specified in Item IV below.                                                                         equities markets. In contrast to the
                                                                                                           (February 14, 2017), 82 FR 11248 (February 21,
                                                  The self-regulatory organization has                     2017) (Order Approving SR–CBOE–2016–088).             approximately 7,000 different securities
                                                  prepared summaries, set forth in                           4 See Securities Exchange Act Release No. 74911

                                                                                                           (May 8, 2015), 80 FR 27717 (May 14, 2015) (SR–          6 The Exchange notes that it does not offer stock-
                                                    1 15 U.S.C. 78s(b)(1).                                 BOX–2015–18) (the ‘‘Initial Filing’’).                option orders and will not adopt the CBOE
                                                    2 17 CFR 240.19b–4.                                      5 See Rule 7240(a)(5) (defining complex orders).    provisions around stock-option orders.



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                                                  14590                           Federal Register / Vol. 82, No. 53 / Tuesday, March 21, 2017 / Notices

                                                  traded in the U.S. equities markets each                 leg of the Complex Order, and not every               paragraph (b) of the Current Rule). If the
                                                  day, there are more than 500,000                         leg will necessarily be executed at an                execution price of an individual leg is
                                                  unique, regularly quoted option series.                  erroneous price.                                      higher or lower than the Theoretical
                                                  Given this breadth in options series the                   First, proposed IM–7170–4(a) governs                Price for the series by an amount equal
                                                  options markets are more dependent on                    the review of Complex Orders that are                 to at least the amount shown in the
                                                  liquidity providers than equities                        executed against individual legs (as                  obvious error table in paragraph (c)(1) of
                                                  markets; such liquidity is provided most                 opposed to a Complex Order that                       the Current rule or the catastrophic error
                                                  commonly by registered market makers                     executes against another Complex                      table in paragraph (d)(1) of the Current
                                                  but also by other professional traders.                  Order).8 Proposed IM–7170–4(a)                        Rule, the individual leg qualifies as an
                                                  With the number of instruments in                        provides:                                             obvious or catastrophic error, and the
                                                  which registered market makers must                         If a Complex Order executes against                Exchange will take steps to adjust or
                                                  quote and the risk attendant with                        individual legs and at least one of the legs          nullify the transaction.10
                                                  quoting so many products                                 qualifies as an Obvious or Catastrophic Error            To illustrate, consider a Customer
                                                  simultaneously, the Exchange believes                    under this Rule 7170, then the leg(s) that is         submits a Complex Order to the
                                                  that those liquidity providers should be                 an Obvious or Catastrophic Error will be              Exchange consisting of leg 1 and leg 2—
                                                  afforded a greater level of protection. In               adjusted in accordance with paragraphs                Leg 1 is to buy 100 ABC calls and leg
                                                  particular, the Exchange believes that                   (c)(4)(A) or (d)(3), respectively, regardless of      2 is to sell 100 ABC puts. Also, consider
                                                                                                           whether one of the parties is a Customer.             that Market-Maker 1 is quoting the ABC
                                                  liquidity providers should be allowed                    However, any Customer order subject to this
                                                  protection of their trades given the fact                paragraph (a) will be nullified if the                calls $1.00–1.20 and Market-Maker 2 is
                                                  that they typically engage in hedging                    adjustment would result in an execution               quoting the ABC puts $2.00–2.20. If the
                                                  activity to protect them from significant                price higher (for buy transactions) or lower          Complex Order executes against the
                                                  financial risk to encourage continued                    (for sell transactions) than the Customer’s           quotes of Market-Makers 1 and 2, the
                                                  liquidity provision and maintenance of                   limit price on the Complex Order or                   Customer buys the ABC calls for $1.20
                                                  the quote-driven options markets.                        individual leg(s). If any leg of a Complex            and sells the ABC puts for $2.00. As
                                                     In addition to the factors described                  Order is nullified, the entire transaction is         with the obvious/catastrophic error
                                                  above, there are other fundamental                       nullified.                                            reviews for simple orders, the execution
                                                  differences between options and                            As previously noted, at least one of                price of leg 1 is compared to the
                                                  equities markets which lend themselves                   the legs of the Complex Order must                    Theoretical Price 11 of Leg 1 in order to
                                                  to different treatment of different classes              qualify as an obvious or catastrophic                 determine if Leg 1 is an obvious error
                                                  of participants that are reflected in this               error under the Current Rule in order for             under paragraph (c)(1) of the Current
                                                  proposal. For example, there is no trade                 the Complex Order to receive obvious or               Rule or a catastrophic error under
                                                  reporting facility in the options markets.               catastrophic error relief. Thus, when the             paragraph (d)(1) of the Current Rule.
                                                  Thus, all transactions must occur on an                  Exchange is notified (within the                      The same goes for Leg 2. The execution
                                                  options exchange. This leads to                          timeframes set forth in paragraph (c)(2)              price of Leg 2 is compared to the
                                                  significantly greater retail customer                    or (d)(2)) of a Complex Order that is a               Theoretical Price of Leg 2. If it is
                                                  participation directly on exchanges than                 possible obvious error or catastrophic                determined that one or both of the legs
                                                  in the equities markets, where a                         error, the Exchange will first review the             are an obvious or catastrophic error,
                                                  significant amount of retail customer                    individual legs of the Complex Order to               then the leg (or legs) that is an obvious
                                                  participation never reaches the                          determine if one or more legs qualify as              or catastrophic error will be adjusted in
                                                  Exchange but is instead executed in off-                 an obvious or catastrophic error.9 If no              accordance with paragraphs (c)(4)(A) or
                                                  exchange venues such as alternative                      leg qualifies as an obvious or                        (d)(3) of the Current Rule, regardless of
                                                  trading systems, broker-dealer market                    catastrophic error, the transaction                   whether one of the parties is a
                                                  making desks and internalizers. In turn,                 stands—no adjustment and no                           Customer.12 Although a single-legged
                                                  because of such direct retail customer                   nullification.                                        execution that is deemed to be an
                                                  participation, the exchanges have taken                    Reviewing the legs to determine                     obvious error under the Current Rule is
                                                  steps to afford those retail customers—                  whether one or more legs qualify as an                nullified whenever a Customer is
                                                  generally Priority Customers—more                        obvious or catastrophic error requires                involved in the transaction, the
                                                  favorable treatment in some                              the Exchange to follow the Current Rule.              Exchange believes adjusting execution
                                                  circumstances.                                           In accordance with paragraphs (c)(1)                  prices is generally better for the
                                                                                                           and (d)(1) of the Current Rule, the                   marketplace than nullifying executions
                                                  Complex Orders
                                                                                                           Exchange compares the execution price                 because liquidity providers often
                                                    As more fully described below, the                     of each individual leg to the Theoretical             execute hedging transactions to offset
                                                  Proposed Rule applies much of the                        Price of each leg (as determined by                   options positions. When an options
                                                  Current Rule to Complex Orders.7 The                                                                           transaction is nullified the hedging
                                                  Proposed Rule deviates from the Current                    8 The leg market consists of quotes and/or orders   position can adversely affect the
                                                  Rule only to account for the unique                      in single options series. A Complex Order may be      liquidity provider. With regards to
                                                  qualities of Complex Orders. The                         received by the Exchange electronically, and the      Complex Orders that execute against
                                                  Proposed Rule reflects the fact that                     legs of the Complex Order may have different
                                                                                                           counterparties. For example, Market-Maker 1 may       individual legs, the additional rationale
                                                  Complex Orders can execute against                       be quoting in ABC calls and Market-Maker 2 may
                                                  other Complex Orders or can execute                      be quoting in ABC puts. A Complex Order to buy          10 Only the execution price on the leg (or legs)

                                                  against individual simple orders in the                  the ABC calls and puts may execute against the        that qualifies as an obvious or catastrophic error
                                                  leg markets. When a Complex Order                        quotes of Market-Maker 1 and Market-Maker 2.          pursuant to any portion of Proposed IM–7170–4
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                             9 Because a Complex Order can execute against       will be adjusted. The execution price of a leg (or
                                                  executes against the leg markets there                                                                         legs) that does not qualify as an obvious or
                                                                                                           the leg market, the Exchange may also be notified
                                                  may be different counterparties on each                  of a possible obvious or catastrophic error by a      catastrophic error will not be adjusted.
                                                                                                                                                                   11 See Rule 7170(b) (defining the manner in
                                                                                                           counterparty that received an execution in an
                                                    7 In order for a Complex Order to qualify as an        individual options series. If upon review of a        which Theoretical Price is determined).
                                                  obvious or catastrophic error at least one of the legs   potential obvious error the Exchange determines an      12 See Rule 7170(a)(1) (defining Customer for

                                                  must itself qualify as an obvious or catastrophic        individual options series was executed against the    purposes of Rule 7170 as not including a broker-
                                                  error under the Current Rule. See Proposed IM–           leg of a Complex Order, proposed IM–7170–4 will       dealer, Professional Customer, or Voluntary
                                                  7170–4 (a)–(b).                                          govern.                                               Professional Customer).



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                                                                                Federal Register / Vol. 82, No. 53 / Tuesday, March 21, 2017 / Notices                                              14591

                                                  for adjusting erroneous execution prices                simple order enters the Exchange’s book                limit price, the transaction will be
                                                  when possible is the fact that the                      so that the BBO is $.20–$1.30. The limit               nullified.
                                                  counterparty on a leg that is not                       price on the simple order is $1.30.                       As previously noted, paragraph (d)(3)
                                                  executed at an obvious or catastrophic                     • The Complex Order executes leg 1                  of the Current Rule already mandates
                                                  error price cannot look at the execution                against the Exchange’s best offer of                   that if it is determined that a
                                                  price to determine whether the                          $1.30 and leg 2 at $1.00 for a net                     catastrophic error has occurred, the
                                                  execution may later be nullified (as                    execution price of $2.30.                              execution price of the transaction will
                                                  opposed to the counterparty on single-                                                                         be adjusted pursuant to the table set
                                                                                                             • However, leg 1 executed on a wide
                                                  legged order that is executed at an                                                                            forth in (d)(3). For purposes of Complex
                                                                                                          quote (the NBBO for leg 1 was $0.20–                   Orders under Proposed IM–7170–4(a), if
                                                  obvious error or catastrophic error                     1.00 at the time of execution, which is
                                                  price).                                                                                                        one of the legs of a Complex Order is
                                                                                                          wider than $0.75).14 Leg 2 was not                     determined to be a Catastrophic Error
                                                     Paragraph (c)(4)(A) of the Current                   executed on a wide quote (the market
                                                  Rule mandates that if it is determined                                                                         under paragraph (d)(3), all market
                                                                                                          for leg 2 was $0.50–1.00); thus, leg 2                 participants will be adjusted in
                                                  that an obvious error has occurred, the                 execution price stands.
                                                  execution price of the transaction will                                                                        accordance with the table set forth in
                                                  be adjusted pursuant to the table set                      • The Exchange determines that the                  (d)(3). Again, however, where at least
                                                  forth in (c)(4)(A). Although for simple                 Theoretical Price for leg 1 is $1.00,                  one party to a Complex Order
                                                  orders paragraph (c)(4)(A) is only                      which was the best offer prior to the                  transaction is a Customer, the
                                                  applicable when no party to the                         execution. Leg 1 qualifies as an obvious               transaction will be nullified if
                                                  transaction is a Customer, for the                      error because the difference between the               adjustment would result in an execution
                                                  purposes of Complex Orders paragraph                    Theoretical Price ($1.00) and the                      price higher (for buy transactions) or
                                                  (a) of IM–7170–4 will supersede that                    execution price ($1.30) is larger than                 lower (for sell transactions) than the
                                                  limitation; therefore, if it is determined              $0.25.15                                               Customer’s limit price on the Complex
                                                  that a leg (or legs) of a Complex Order                    • According to Proposed IM–7170–                    Order or individual leg(s). Again, if any
                                                  is an obvious error, the leg (or legs) will             4(a) Customers will also be adjusted in                leg of a Complex Order is nullified, the
                                                  be adjusted pursuant to (c)(4)(A),                      accordance with Rule 7170(c)(4)(A),                    entire transaction is nullified.
                                                  regardless of whether a party to the                    which for a buy transaction under $3.00                   Other than honoring the limit prices
                                                  transaction is a Customer. The Size                     calls for the Theoretical Price to by                  established for Customer orders, the
                                                  Adjustment Modifier defined in                          adjusted by adding $0.15 16 to the                     Exchange has proposed to treat
                                                  subparagraph (a)(4) will similarly apply                Theoretical Price of $1.00. Thus, adjust               Customers and non-Customers the same
                                                  (regardless of whether a Customer is on                 execution price for leg 1 would be                     in the context of the Complex Orders
                                                  the transaction) by virtue of the                       $1.15.                                                 that trade against the leg market. When
                                                                                                                                                                 Complex Orders trade against the leg
                                                  application of paragraph (c)(4)(A).13 The                  • However, adjusting the execution
                                                  Exchange notes that adjusting all market                                                                       market, it is possible that at least some
                                                                                                          price of leg 1 to $1.15 violates the limit
                                                  participants is not unique or novel.                                                                           of the legs will execute at prices that
                                                                                                          price of the Customer’s sell order on the
                                                                                                                                                                 would not be deemed obvious or
                                                  When the Exchange determines that a                     simple order book for leg 1, which was
                                                                                                                                                                 catastrophic errors, which gives the
                                                  simple order execution is a Catastrophic                $1.30.
                                                                                                                                                                 counterparty in such situations no
                                                  Error pursuant to the Current Rule,                        • Thus, the entire Complex Order                    indication that the execution will later
                                                  paragraph (d)(3) already provides for                   transaction will be nullified 17 because               by adjusted or nullified. The Exchange
                                                  adjusting the execution price for all                   the limit price of a Customer’s sell order             believes that treating Customers and
                                                  market participants, including                          would be violated by the adjustment.18                 non-Customers the same in this context
                                                  Customers.                                                 As the above example demonstrates,                  will provide additional certainty to non-
                                                     Furthermore, as with the Current
                                                                                                          incoming Complex Orders may execute                    Customers (especially Market-Makers)
                                                  Rule, Proposed IM–7170–4(a) provides
                                                                                                          against resting simple orders in the leg               with respect to their potential exposure
                                                  protection for Customer orders, stating
                                                                                                          market. If a Complex Order leg is                      and hedging activities, including
                                                  that where at least one party to a
                                                                                                          deemed to be an obvious error, adjusting               comfort that even if a transaction is later
                                                  Complex Order transaction is a
                                                                                                          the execution price of the leg may                     adjusted, such transaction will not be
                                                  Customer, the transaction will be
                                                                                                          violate the limit price of the resting                 fully nullified. However, as noted
                                                  nullified if adjustment would result in
                                                                                                          order, which will result in nullification              above, under the Proposed Rule where
                                                  an execution price higher (for buy                                                                             at least one party to the transaction is a
                                                                                                          if the resting order is for a Customer. In
                                                  transactions) or lower (for sell                                                                               Customer, the trade will be nullified if
                                                                                                          contrast, IM–7170–2 provides that if an
                                                  transactions) than the Customer’s limit                                                                        the adjustment would result in an
                                                                                                          adjustment would result in an execution
                                                  price on the Complex Order or                                                                                  execution price higher (for buy
                                                                                                          price that is higher than an erroneous
                                                  individual leg(s). For example, assume                                                                         transactions) or lower (for sell
                                                                                                          buy transaction or lower than an
                                                  Customer enters a Complex Order to                                                                             transactions) than the Customer’s limit
                                                                                                          erroneous sell transaction the execution
                                                  buy leg 1 and leg 2.                                                                                           price on the Complex Order or
                                                                                                          will not be adjusted or nullified.19 If the
                                                     • Assume the NBBO for leg 1 is                                                                              individual leg(s). The Exchange has
                                                                                                          adjustment of a Complex Order would
                                                  $0.20–1.00 and the NBBO for leg 2 is                                                                           retained the protection of a Customer’s
                                                                                                          violate the Complex Order Customer’s
                                                  $0.50–1.00 and that these have been the                                                                        limit price in order to avoid a situation
                                                  NBBOs since the market opened.                                                                                 where the adjustment could be to a
                                                     • A split-second prior to the
                                                                                                            14 See  Rule 7170(b)(3).
                                                                                                                                                                 price that a Customer would not have
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                                                                                                            15 See  Rule (c)(1).
                                                  execution of the Complex Order a                          16 See Rule 7170(c)(4)(A).                           expected, and market professionals such
                                                  Customer enters a simple order to sell                    17 If any leg of a Complex Order is nullified, the
                                                                                                                                                                 as non-Customers would be better
                                                  the leg 1 options series at $1.30, and the              entire transaction is nullified. See Proposed IM–      prepared to recover in such situations.
                                                                                                          7170–4(a).
                                                    13 See Rule 7170(c)(4)(A) (stating that any non-        18 The simple order in this example is not an
                                                                                                                                                                 Therefore, adjustment for non-
                                                  Customer Obvious Error exceeding 50 contracts will      erroneous sell transaction because the execution       Customers is more appropriate.
                                                  be subject to the Size Adjustment Modifier defined      price was not erroneously low. See Rule 7170(a)(2).       Second, proposed IM–7170–4(b)
                                                  in sub-paragraph (a)(4)).                                 19 See IM–7170–2.                                    governs the review of Complex Orders


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                                                  14592                         Federal Register / Vol. 82, No. 53 / Tuesday, March 21, 2017 / Notices

                                                  that are executed against other Complex                 Complex Order to buy ABC calls and                         For example, assume an individual
                                                  Orders. Proposed IM–7170–4(b)                           sell ABC puts.                                          leg or legs qualifies as an obvious or
                                                  provides:                                                  • If the BBO for the ABC calls is                    catastrophic error and the width of the
                                                     If a Complex Order executes against                  $5.50–7.50 and the BBO for ABC puts is                  NSM of the Complex Order strategy just
                                                  another Complex Order and at least one of               $3.00–4.50, then the Exchange’s spread                  prior to the erroneous transaction is
                                                  the legs qualifies as an Obvious Error under            market is $1.00–4.50.22                                 $6.00–9.00. The Complex Order will
                                                  paragraph (c)(1) or a Catastrophic Error under             • If the NBBO for the ABC calls is                   qualify to be adjusted or busted in
                                                  paragraph (d)(1), then the leg(s) that is an            $6.00–6.50 and the NBBO for the ABC                     accordance with paragraph (c)(4) of the
                                                  Obvious or Catastrophic Error will be                   puts is $3.50–4.00, then the NSM is                     Current Rule because the wide quote
                                                  adjusted or busted in accordance with                   $2.00–3.00.                                             table of paragraph (b)(3) of the Current
                                                  paragraph (c)(4) or (d)(3), respectively, so               • If the Customer buys the calls at                  Rule indicates that the minimum
                                                  long as either: (i) The width of the National                                                                   amount is $1.50 for a bid price between
                                                  Spread Market for the Complex Order
                                                                                                          $7.50 and sells the puts at $4.00, the
                                                  strategy just prior to the erroneous                    Complex Order Customer receives a net                   $5.00 to $10.00. If the NSM were instead
                                                  transaction was equal to or greater than the            execution price of $3.00 (debit), which                 $6.00–7.00 the Complex Order strategy
                                                  amount set forth in the wide quote table of             is the expected net execution price as                  would not qualify to be adjusted or
                                                  paragraph (b)(3) or (ii) the net execution price        indicated by the NSM offer of $3.00.                    busted pursuant to .07(b)(i) because the
                                                  of the Complex Order is higher (lower) than                If the exchange were to solely focus                 width of the NSM is $1.00, which is less
                                                  the offer (bid) of the National Spread Market           on the $7.50 execution price of the ABC                 than the required $1.50. However, the
                                                  for the Complex Order strategy just prior to            calls or the $4.00 execution price of the               execution may still qualify to be
                                                  the erroneous transaction by an amount equal            ABC puts, the execution would qualify                   adjusted or busted in accordance with
                                                  to at least the amount shown in the table in                                                                    paragraph (c)(4) or (d)(3) of the Current
                                                  paragraph (c)(1). If any leg of a Complex
                                                                                                          as an obvious or catastrophic error
                                                                                                          because the execution price on the legs                 Rule pursuant to IM–7170–4(b)(ii).
                                                  Order is nullified, the entire transaction is
                                                  nullified. For purposes of Rule 7170, the               was outside the NBBO, even though the                   Focusing on the NSM in this manner
                                                  National Spread Market for a Complex Order              net execution price is accurate. Thus,                  will ensure that the obvious/
                                                  strategy is determined by the National Best             the additional review of the NSM to                     catastrophic error review process
                                                  Bid/Offer of the individual legs of the                 determine if the Complex Order was                      focuses on the net execution price
                                                  strategy.                                               executed at a truly erroneous price is                  instead of the execution prices of the
                                                                                                          necessary. The same concern is not                      individual legs, which may have
                                                  As described above in relation to
                                                                                                          present when a Complex Order executes                   execution prices outside of the NBBO of
                                                  Proposed IM–7170–4(a), the first step is
                                                                                                          against the leg market under IM–7170–                   the leg markets.
                                                  for the Exchange to review (upon receipt                                                                           Again, assume an individual leg or
                                                  of a timely notification in accordance                  4(a) because the Exchange is modifying
                                                                                                          its system in order to ensure the leg will              legs qualifies as an obvious or
                                                  with paragraphs (c)(2) or (d)(2) of the                                                                         catastrophic error as described above. If
                                                  Current Rule) the individual legs to                    execute at or within the NBBO of the leg
                                                                                                          markets.23                                              the NSM is $6.00–7.00 (not a wide quote
                                                  determine whether a leg or legs qualifies                                                                       pursuant to the wide quote table in
                                                  as an obvious or catastrophic error. If no                 In order to incorporate NSM, IM–
                                                                                                          7170–4(b) provides that if the Exchange                 paragraph (b)(3) of the Current Rule) but
                                                  leg qualifies as an obvious or                                                                                  the execution price of the entire
                                                  catastrophic error, the transaction                     determines that a leg or legs does
                                                                                                          qualify as on obvious or catastrophic                   Complex Order package (i.e., the net
                                                  stands—no adjustment and no                                                                                     execution price) is higher (lower) than
                                                  nullification.                                          error, the leg or legs will be adjusted or
                                                                                                                                                                  the offer (bid) of the NSM for the
                                                     Unlike Proposed IM–7170–4(a), the                    busted in accordance with paragraph
                                                                                                                                                                  Complex Order strategy just prior to the
                                                  Exchange is also proposing to compare                   (c)(4) or (d)(3) of the Current Rule, so
                                                                                                                                                                  erroneous transaction by an amount
                                                  the net execution price of the entire                   long as either: (i) The width of the NSM
                                                                                                                                                                  equal to at least the amount in the table
                                                  Complex Order package to the National                   for the Complex Order strategy just prior
                                                                                                                                                                  in paragraph (c)(1) of the Current Rule,
                                                  Spread Market (‘‘NSM’’) for the                         to the erroneous transaction was equal
                                                                                                                                                                  then the Complex Order qualifies to be
                                                  Complex Order strategy.20 Complex                       to or greater than the amount set forth
                                                                                                                                                                  adjusted or busted in accordance with
                                                  Orders are exempt from the order                        in the wide quote table of paragraph
                                                                                                                                                                  paragraph (c)(4) or (d)(3) of the Current
                                                  protection rules of the options                         (b)(3) of the Current Rule or (ii) the net
                                                                                                                                                                  Rule. For example, if the NSM for the
                                                  exchanges.21 Thus, depending on the                     execution price of the Complex Order is                 Complex Order strategy just prior to the
                                                  manner in which the systems of an                       higher (lower) than the offer (bid) of the              erroneous transaction is $6.00–7.00 and
                                                  options exchange are calibrated, a                      NSM for the Complex Order strategy                      the net execution price of the Complex
                                                  Complex Order can execute without                       just prior to the erroneous transaction                 Order transaction is $7.75, the Complex
                                                  regard to the prices offered in the                     by an amount equal to at least the                      Order qualifies to be adjusted or busted
                                                  Complex Order books or the leg markets                  amount shown in the table in paragraph                  in accordance with paragraph (c)(4) of
                                                  of other options exchanges. In certain                  (c)(1) of the Current Rule.                             the Current Rule because the execution
                                                  situations, reviewing the execution                                                                             price of $7.75 is more than $0.50 (i.e.,
                                                  prices of the legs in a vacuum would                       22 The Complex Order is to buy ABC calls and sell
                                                                                                                                                                  the minimum amount according to the
                                                  make the leg appear to be an obvious or                 ABC puts. The Exchange’s best offer for ABC puts
                                                                                                          is $7.50 and Exchange’s best bid for is $3.00. If the   table in paragraph (c)(1) when the price
                                                  catastrophic error, even though the net                 Customer were to buy the Complex Order strategy,        is above $5.00 but less than $10.01)
                                                  execution price on the Complex Order                    the Customer would receive a debit of $4.50 (buy        from the NSM offer of $7.00. Focusing
                                                  is not an erroneous price. For example,                 ABC calls for $7.50 minus selling ABC puts for          on the NSM in this manner will ensure
                                                  assume the Exchange receives a                          $3.00). If the Customer were to sell the Complex
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                                                                                                          Order strategy the Customer would receive a credit
                                                                                                                                                                  that the obvious/catastrophic error
                                                                                                          of $1.00 (selling the ABC calls for $5.50 minus         review process focuses on the net
                                                     20 NSM is the derived net market for a Complex       buying the ABC puts for $4.50). Thus, the               execution price instead of the execution
                                                  Order package. For example, if the NBBO of Leg 1        Exchange’s spread market is $1.00–4.50.                 prices of the individual legs, which may
                                                  is $1.00–2.00 and the NBBO of Leg 2 is $5.00–7.00,         23 The proposed rule change to modify Exchange
                                                  then the NSM for a Complex Order to buy Leg 1
                                                                                                                                                                  have execution prices outside of the
                                                                                                          systems to ensure the legs of a Complex Order will
                                                  and buy Leg 2 is $6.00–9.00.                            execute against legs in the simple order market         NBBO of the leg markets.
                                                     21 See Rule 15010(b)(7). All options exchanges       within the NBBO of the simple order market will            Although the Exchange believes
                                                  have the same order protection rule.                    be in a separate filing.                                adjusting execution prices is generally


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                                                                                Federal Register / Vol. 82, No. 53 / Tuesday, March 21, 2017 / Notices                                              14593

                                                  better for the marketplace than                         of the Act,26 in particular, in that it is              trading accounts. At the same time, the
                                                  nullifying executions because liquidity                 designed to prevent fraudulent and                      Exchange reiterates that in the U.S.
                                                  providers often execute hedging                         manipulative acts and practices, to                     options markets generally there is
                                                  transactions to offset options positions,               promote just and equitable principles of                significant retail customer participation
                                                  the Exchange recognizes that Complex                    trade, to foster cooperation and                        that occurs directly on (and only on)
                                                  Orders executing against other Complex                  coordination with persons engaged in                    options exchanges such as the
                                                  Orders is similar to simple orders                      facilitating transactions in securities, to             Exchange. Accordingly, differentiating
                                                  executing against other simple orders                   remove impediments to and perfect the                   among market participants with respect
                                                  because both parties are able to review                 mechanism of a free and open market                     to the adjustment and nullification of
                                                  the execution price to determine                        and a national market system, and, in                   erroneous options transactions is not
                                                  whether the transaction may have been                   general to protect investors and the                    unfairly discriminatory because it is
                                                  executed at an erroneous price. Thus,                   public interest.                                        reasonable and fair to provide
                                                  for purposes of Complex Orders that                        As described above, the Exchange and                 Customers with additional protections
                                                  meet the requirements of IM–7170–4(b),                  other options exchanges are seeking to                  as compared to non-Customers.
                                                  the Exchange proposes to apply the                      adopt harmonized rules related to the                      The Exchange believes that its
                                                  Current Rule and adjust or bust obvious                 adjustment and nullification of                         proposal to adopt the ability to adjust a
                                                  errors in accordance with paragraph                     erroneous options transactions. The                     Customer’s execution price when a
                                                  (c)(4) (as opposed to applying paragraph                Exchange believes that the Proposed                     Complex Order is deemed to be an
                                                  (c)(4)(A) as is the case under IM–7170–                 Rule will provide greater transparency                  Obvious or Catastrophic Error is
                                                  4(a)) and catastrophic errors in                        and clarity with respect to the                         consistent with the Act. A Complex
                                                  accordance with (d)(3).                                 adjustment and nullification of                         Order that executes against individual
                                                     Therefore, for purposes of Complex                   erroneous options transactions.                         leg markets may receive an execution
                                                  Orders under Proposed IM–7170–4(b), if                  Particularly, the proposed changes seek                 price on an individual leg that is not an
                                                  one of the legs is determined to be an                  to achieve consistent results for                       Obvious or Catastrophic error but
                                                  obvious error under paragraph (c)(1), all               participants across U.S. options                        another leg of the transaction is an
                                                  Customer transactions will be nullified,                exchanges while maintaining a fair and                  Obvious or Catastrophic Error. In such
                                                  unless a Participant submits 200 or                     orderly market, protecting investors and                situations where the Complex Order is
                                                  more Customer transactions for review                   protecting the public interest. Based on                executing against at least one individual
                                                  in accordance with (c)(4)(C).24 For                     the foregoing, the Exchange believes                    or firm that is not aware of the fact that
                                                  purposes of Complex Orders under                        that the proposal is consistent with                    they have executed against a Complex
                                                  Proposed IM–7170–4(b), if one of the                    Section 6(b)(5) of the Act 27 in that the               Order or that the Complex Order has
                                                  legs is determined to be a catastrophic                 Proposed Rule will foster cooperation                   been executed at an erroneous price, the
                                                  error under paragraph (d)(3) and all of                 and coordination with persons engaged                   Exchange believes it is more appropriate
                                                  the other requirements of IM–7170–4(b)                  in regulating and facilitating                          to adjust execution prices if possible
                                                  are met, all market participants will be                transactions.                                           because the derivative transactions are
                                                  adjusted in accordance with the table                      The Exchange believes the various                    often hedged with other securities.
                                                  set forth in (d)(3). Again, however,                    provisions allowing or dictating                        Allowing adjustments instead of
                                                  pursuant to paragraph (d)(3) where at                   adjustment rather than nullification of a               nullifying transactions in these limited
                                                  least one party to a Complex Order                      trade are necessary given the benefits of               situations will help to ensure that
                                                  transaction is a Customer, the                          adjusting a trade price rather than                     market participants are not left with a
                                                  transaction will be nullified if                        nullifying the trade completely. Because                hedge that has no position to hedge
                                                  adjustment would result in an execution                 options trades are used to hedge, or are                against.
                                                  price higher (for buy transactions) or                  hedged by, transactions in other
                                                                                                          markets, including securities and                       B. Self-Regulatory Organization’s
                                                  lower (for sell transactions) than the
                                                                                                          futures, many Participants, and their                   Statement on Burden on Competition
                                                  Customer’s limit price on the Complex
                                                  Order or individual leg(s). Also, if any                customers, would rather adjust prices of                  The Exchange does not believe that
                                                  leg of a Complex Order is nullified, the                executions rather than nullify the                      the proposed rule change will impose
                                                  entire transaction is nullified.                        transactions and, thus, lose a hedge                    any burden on competition not
                                                                                                          altogether. As such, the Exchange                       necessary or appropriate in furtherance
                                                  Implementation Date                                                                                             of the purposes of the Act. In this regard
                                                                                                          believes it is in the best interest of
                                                    In order to ensure that the other                     investors to allow for price adjustments                and as indicated above, the Exchange
                                                  options exchanges are able to adopt                     as well as nullifications.                              notes that the proposed rule change is
                                                  rules consistent with this proposal and                    The Exchange does not believe that                   substantially similar to a filing
                                                  to coordinate effectiveness of such                     the proposal is unfairly discriminatory,                submitted by CBOE that was recently
                                                  harmonized rules, the Exchange                          even though it differentiates in many                   approved by the Commission.28
                                                  proposed to delay the effectiveness of                  places between Customers and non-                         The Exchange believes the proposal
                                                  this proposal to April 17, 2017.                        Customers. As with the Current Rule,                    will not impose a burden on intermarket
                                                  2. Statutory Basis                                      Customers are treated differently, often                competition but will rather alleviate any
                                                                                                          affording them preferential treatment.                  burden on competition because it is the
                                                     The Exchange believes that the                       This treatment is appropriate in light of               result of a collaborative effort by all
                                                  proposal is consistent with the                         the fact that Customers are not                         options exchanges to harmonize and
                                                  requirements of Section 6(b) of the                                                                             improve the process related to the
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                                                                                                          necessarily immersed in the day-to-day
                                                  Securities Exchange Act of 1934 (the                    trading of the markets, are less likely to              adjustment and nullification of
                                                  ‘‘Act’’),25 in general, and Section 6(b)(5)             be watching trading activity in a                       erroneous options transactions. The
                                                                                                          particular option throughout the day,                   Exchange does not believe that the rules
                                                    24 Rule 7170(c)(4)(C) also requires the orders

                                                  resulting in 200 or more Customer transactions to       and may have limited funds in their                     applicable to such process is an area
                                                  have been submitted during the course of 2 minutes                                                              where options exchanges should
                                                  or less.                                                  26 15   U.S.C. 78f(b)(5).
                                                    25 15 U.S.C. 78f(b).                                    27 15   U.S.C. 78f(b)(5).                               28 See   supra, note 3.



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                                                  14594                         Federal Register / Vol. 82, No. 53 / Tuesday, March 21, 2017 / Notices

                                                  compete, but rather, that all options                   which it was filed, or such shorter time                communications relating to the
                                                  exchanges should have consistent rules                  as the Commission may designate if                      proposed rule change between the
                                                  to the extent possible. Particularly                    consistent with the protection of                       Commission and any person, other than
                                                  where a market participant trades on                    investors and the public interest, the                  those that may be withheld from the
                                                  several different exchanges and an                      proposed rule change has become                         public in accordance with the
                                                  erroneous trade may occur on multiple                   effective pursuant to Section 19(b)(3)(A)               provisions of 5 U.S.C. 552, will be
                                                  markets nearly simultaneously, the                      of the Act 29 and Rule 19b–4(f)(6)                      available for Web site viewing and
                                                  Exchange believes that a participant                    thereunder.30                                           printing in the Commission’s Public
                                                  should have a consistent experience                        At any time within 60 days of the                    Reference Room, 100 F Street NE.,
                                                  with respect to the nullification or                    filing of the proposed rule change, the                 Washington, DC 20549 on official
                                                  adjustment of transactions. The                         Commission summarily may                                business days between the hours of
                                                  Exchange understands that all other                     temporarily suspend such rule change if                 10:00 a.m. and 3:00 p.m. Copies of such
                                                  options exchanges that trade complex                    it appears to the Commission that such                  filing also will be available for
                                                  orders and/or stock-option orders intend                action is necessary or appropriate in the               inspection and copying at the principal
                                                  to file proposals that are substantially                public interest, for the protection of                  office of the Exchange. All comments
                                                  similar to this proposal.                               investors, or otherwise in furtherance of               received will be posted without change;
                                                     The Exchange does not believe that                   the purposes of the Act. If the                         the Commission does not edit personal
                                                  the proposed rule change imposes a                      Commission takes such action, the                       identifying information from
                                                  burden on intramarket competition                       Commission shall institute proceedings                  submissions. You should submit only
                                                  because the provisions apply to all                     to determine whether the proposed rule                  information that you wish to make
                                                  market participants equally within each                 should be approved or disapproved.                      available publicly. All submissions
                                                  participant category (i.e., Customers and                                                                       should refer to File Number SR–BOX–
                                                  non-Customers). With respect to                         IV. Solicitation of Comments
                                                                                                                                                                  2017–08, and should be submitted on or
                                                  competition between Customer and                          Interested persons are invited to                     before April 11, 2017.
                                                  non-Customer market participants, the                   submit written data, views, and
                                                  Exchange believes that the Proposed                                                                               For the Commission, by the Division of
                                                                                                          arguments concerning the foregoing,                     Trading and Markets, pursuant to delegated
                                                  Rule acknowledges competing concerns                    including whether the proposed rule                     authority.31
                                                  and tries to strike the appropriate                     change is consistent with the Act.                      Eduardo A. Aleman,
                                                  balance between such concerns. For                      Comments may be submitted by any of
                                                  instance, the Exchange believes that                                                                            Assistant Secretary.
                                                                                                          the following methods:
                                                  protection of Customers is important                                                                            [FR Doc. 2017–05497 Filed 3–20–17; 8:45 am]
                                                  due to their direct participation in the                Electronic Comments                                     BILLING CODE 8011–01–P
                                                  options markets as well as the fact that                  • Use the Commission’s Internet
                                                  they are not, by definition, market                     comment form (http://www.sec.gov/
                                                  professionals. At the same time, the                    rules/sro.shtml); or                                    SURFACE TRANSPORTATION BOARD
                                                  Exchange believes due to the quote-                       • Send an email to rule-
                                                  driven nature of the options markets,                   comments@sec.gov. Please include File                   [Docket No. EP 290 (Sub-No. 5) (2017–2)]
                                                  the importance of liquidity provision in                Number SR–BOX–2017–08 on the
                                                  such markets and the risk that liquidity                                                                        Quarterly Rail Cost Adjustment Factor
                                                                                                          subject line.
                                                  providers bear when quoting a large                                                                             AGENCY:     Surface Transportation Board.
                                                  breadth of products that are derivative                 Paper Comments
                                                                                                                                                                  ACTION:     Approval of rail cost adjustment
                                                  of underlying securities, that the                        • Send paper comments in triplicate                   factor.
                                                  protection of liquidity providers and the               to Brent J. Fields, Secretary, Securities
                                                  practice of adjusting transactions rather               and Exchange Commission, 100 F Street                   SUMMARY:    The Board approves the
                                                  than nullifying them is of critical                     NE., Washington, DC 20549–1090.                         second quarter 2017 Rail Cost
                                                  importance. As described above, the                     All submissions should refer to File                    Adjustment Factor (RCAF) and cost
                                                  Exchange will apply specific and                        Number SR–BOX–2017–08. This file                        index filed by the Association of
                                                  objective criteria to determine whether                 number should be included on the                        American Railroads. The second quarter
                                                  an erroneous transaction has occurred                   subject line if email is used. To help the              2017 RCAF (Unadjusted) is 0.904. The
                                                  and, if so, how to adjust or nullify a                  Commission process and review your                      second quarter 2017 RCAF (Adjusted) is
                                                  transaction.                                            comments more efficiently, please use                   0.377. The second quarter 2017 RCAF–
                                                  C. Self-Regulatory Organization’s                       only one method. The Commission will                    5 is 0.358.
                                                  Statement on Comments on the                            post all comments on the Commission’s                   DATES: Effective Date: April 1, 2017.
                                                  Proposed Rule Change Received From                      Internet Web site (http://www.sec.gov/                  FOR FURTHER INFORMATION CONTACT:
                                                  Members, Participants, or Others                        rules/sro.shtml). Copies of the                         Pedro Ramirez, (202) 245–0333. Federal
                                                                                                          submission, all subsequent                              Information Relay Service (FIRS) for the
                                                    The Exchange has neither solicited                    amendments, all written statements
                                                  nor received comments on the proposed                                                                           hearing impaired (800) 877–8339.
                                                                                                          with respect to the proposed rule
                                                  rule change.                                                                                                    SUPPLEMENTARY INFORMATION:
                                                                                                          change that are filed with the
                                                                                                                                                                  Additional information is contained in
                                                  III. Date of Effectiveness of the                       Commission, and all written
                                                                                                                                                                  the Board’s decision, which is available
                                                  Proposed Rule Change and Timing for                                                                             on our Web site, http://www.stb.gov.
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                            29 15  U.S.C. 78s(b)(3)(A).
                                                  Commission Action                                                                                               Copies of the decision may be
                                                                                                            30 17  CFR 240.19b–4(f)(6). As required under Rule
                                                     Because the proposed rule change                     19b–4(f)(6)(iii), the Exchange provided the             purchased by contacting the Office of
                                                  does not (i) significantly affect the                   Commission with written notice of its intent to file    Public Assistance, Governmental
                                                  protection of investors or the public                   the proposed rule change, along with a brief            Affairs, and Compliance at (202) 245–
                                                                                                          description and the text of the proposed rule
                                                  interest; (ii) impose any significant                   change, at least five business days prior to the date   0238. Assistance for the hearing
                                                  burden on competition; and (iii) become                 of filing of the proposed rule change, or such
                                                  operative for 30 days from the date on                  shorter time as designated by the Commission.             31 17   CFR 200.30–3(a)(12).



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Document Created: 2017-03-21 01:09:35
Document Modified: 2017-03-21 01:09:35
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 14589 

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