82_FR_28036 82 FR 27920 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend BOX Rule 7240 (Complex Orders) To Expand the Price Range Within Which Complex Orders Can Trade

82 FR 27920 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend BOX Rule 7240 (Complex Orders) To Expand the Price Range Within Which Complex Orders Can Trade

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 116 (June 19, 2017)

Page Range27920-27925
FR Document2017-12589

Federal Register, Volume 82 Issue 116 (Monday, June 19, 2017)
[Federal Register Volume 82, Number 116 (Monday, June 19, 2017)]
[Notices]
[Pages 27920-27925]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-12589]



[[Page 27920]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80917; File No. SR-BOX-2017-20]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
BOX Rule 7240 (Complex Orders) To Expand the Price Range Within Which 
Complex Orders Can Trade

June 13, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 2, 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 Exchange. The Exchange filed the proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend BOX Rule 7240 (Complex Orders) to 
expand the price range within which Complex Orders can trade. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend BOX Rule 7240 (Complex Orders) to 
expand the price range within which Complex Orders can trade by 
allowing the execution of Complex Order trades on BOX Market LLC 
(``BOX''), the options trading facility of the Exchange, at prices 
equal to or better than the Extended cNBBO, as described below.
Background
    Currently, on BOX, all inbound Complex Orders are filtered to 
ensure that each leg of a Complex Order will be executed at a price 
that is equal to or better than the National Best Bid or Offer 
(``NBBO'') and the BOX Best Bid or Offer (``BOX BBO'') for each of the 
component series. Specifically, if an inbound Complex Order is 
executable (against either opposite side Complex Orders on the Complex 
Order Book or interest on the BOX Book) on BOX, BOX will determine if 
the potential execution price is equal to or better than both cNBBO \5\ 
and cBBO.\6\ If so, the inbound Complex Order will be executed to the 
extent possible according to the priority described in Rule 7240(b)(3).
---------------------------------------------------------------------------

    \5\ The term ``cNBBO'' means the best net bid and offer price 
for a Complex Order Strategy based on the NBBO for the individual 
options components of such Strategy. See Rule 7240(a)(3).
    \6\ The term ``cBBO'' means the best net bid and offer price for 
a Complex Order Strategy based on the BBO on the BOX Book for the 
individual options components of such Strategy. See Rule 7240(a)(1).
---------------------------------------------------------------------------

Proposal
    The Exchange is now proposing that, with an inbound Complex Order 
on BOX, BOX will determine if the potential execution price is equal to 
or better than both Extended cNBBO, as described in greater detail 
below, and cBBO. If so, the inbound Complex Order will be executed to 
the extent possible according to the priority described in Rule 
7240(b)(3). The Exchange notes that the Complex Order Filter was 
initially established to protect Participants from extreme or erroneous 
executions. \7\ In practice, however, BOX Participants have expressed 
that the existing Complex Order Filter is too restrictive and prevents 
executions that would be allowed to execute on competing exchanges. The 
expanded price range proposed below is designed to support a fair and 
orderly market addressing these concerns while continuing to mitigate 
the potential risk of executions at prices that are extreme or 
potentially erroneous. BOX will also continue to ensure that each leg 
of a Complex Order be executed at a price that is equal to or better 
than the BOX BBO for each of the component series but, as a result of 
the Extended cNBBO, BOX will no longer require that each leg of a 
Complex Order be executed at a price that is equal to or better than 
the NBBO.\8\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 69419 (April 19, 
2013), 78 FR 24449 (April 25, 2013) (Order Approving SR-BOX-2013-
01).
    \8\ See proposed Rule 7240(b)(3)(iii). Complex Orders will 
continue to be execute [sic] in accordance with the priority rules 
in BOX Rule 7240(b)(2).
---------------------------------------------------------------------------

Extended cNBBO
    The Extended cNBBO is the maximum net bid and offer execution price 
for a Complex Order Strategy.\9\ The Extended cNBBO is calculated by 
subtracting the Extended cNBBO Limit \10\ from the cNBB \11\ and adding 
the Extended cNBBO Limit to the cNBO.\12\ In calculating the Extended 
cNBBO, each side of the Extended cNBBO is rounded to the nearest penny 
within the Extended cNBBO (i.e. the cNBB is rounded up to the nearest 
penny and the cNBO is rounded down to the nearest penny). The Extended 
cNBBO Limit is a percentage or an amount, whichever provides the less 
restrictive range (i.e. the widest range) when calculating the Extended 
cNBBO. The Exchange is proposing to make the parameters configurable, 
with a minimum percentage of 3% and maximum percentage of 50%; and a 
minimum amount of $0.00 and maximum amount of $1.00. However, the 
default Extended cNBBO Limit for all classes will be 5% of the cNBB or 
cNBO as applicable or $0.05 whichever allows for the greater chance of 
execution. The default Extended cNBBO was determined based on industry 
standards and participant feedback.
---------------------------------------------------------------------------

    \9\ See proposed Rule 7240(a)(5).
    \10\ See proposed Rule 7240(a)(6).
    \11\ The term ``cNBB'' means the best net bid price for a 
Complex Order Strategy based on the NBBO for the individual options 
components of such Strategy. See Rule 7420(a)(2).
    \12\ The term ``cNBO'' means the best net offer price for a 
Complex Order Strategy based on the NBBO for the individual options 
components of such Strategy. See Rule 7240(a)(4).
---------------------------------------------------------------------------

    The Exchange believes the proposed price protection parameters are 
reasonable and appropriate. The proposed Extended cNBBO filter is 
comparable to the price protections that are currently in place on 
other exchanges. The Exchange's proposal is designed to provide 
flexibility in determining the acceptable execution range by allowing 
the acceptable

[[Page 27921]]

execution range to be calculated using either a percentage amount or a 
dollar amount.\13\ For example, by using a parameter that is a 
percentage of the cNBBO the Exchange is ensuring that the parameter 
accurately reflects the market for the Complex Order. However, this is 
not always an effective protection if the price of the order is 
relatively low because it results in a restrictive range as seen in 
Example 2 below.\14\ Instead, the BOX Trading Host will determine the 
ranges associated with both parameters and apply the least restrictive 
option.
---------------------------------------------------------------------------

    \13\ See e.g., Nasdaq OMX PHLX (``Phlx'') Rule 1098(h)(i) 
Acceptable Complex Execution Parameter and Chicago Board Options 
Exchange (``CBOE'') Rule 6.53C.08(e) Acceptable Range Parameter 
which both apply a percentage defined on an issue by issue basis; 
while MIAX Options Exchange (``MIAX'') Rule 518(c)(1)(iv) applies a 
specific dollar amount.
    \14\ MIAX discussed this concern when justifying its use of a 
dollar value parameter for its comparable complex order price 
protection. See Securities Exchange Act Release No. 80089 (February 
22, 2017), 82 FR 12153 (February 28, 2017) (Notice of Filing and 
Immediate Effectiveness SR-MIAX-2017-06).
---------------------------------------------------------------------------

    The Exchange may modify, based on market conditions (for example, 
volatility) and Participant feedback, the Extended cNBBO Limit with 
prior notice to the Participants via Regulatory Circular, provided that 
the Exchange provides Participants with at least two weeks notice.
Complex Order Filter
    Currently, on BOX, all inbound Complex Orders to BOX are filtered 
to ensure that each leg of a Complex Order will be executed at a price 
that is equal to or better than the NBBO and the BOX BBO for each 
component series.
    The Exchange proposes now to amend the cNBBO filter for the 
component series. Specifically, all inbound Complex Orders to BOX will 
be filtered to ensure that each leg of a Complex Order will be executed 
at a price that is equal to or better than the BOX BBO for each of the 
component series and the Extended cNBBO for the Complex Order Strategy.
    The execution, exposure and cancellation of Complex Orders being 
filtered on BOX pursuant to Rule 7240(b)(3)(iii) will remain unchanged 
from current operations except that the calculation of cNBBO will be 
replaced with the proposed Extended cNBBO, which provides a wider range 
to allow executions.
    The Exchange notes that amending the Complex Order Filter is a 
competitive change, and BOX believes that amending this feature will 
keep the Exchange in line with competing exchanges in the industry that 
have comparable price protections for complex orders.
Implied Orders
    Currently, on BOX, an Implied Order is a Complex Order at the 
cNBBO, derived from the orders at the BBO on the BOX Book for each 
component leg of the Strategy, provided each component leg is at a 
price equal to the NBBO for that series. When an Implied Order is no 
longer at the cNBBO, the Implied Order will be removed and a new 
Implied Order will be generated, provided there is interest on the BOX 
Book to generate an Implied Order at the new cNBBO, provided each 
component leg is at a price equal to the NBBO for that series.
    The Exchange is now proposing that the generation of an Implied 
Order will not be limited only to the cNBBO. Specifically, the Exchange 
is proposing to generate an Implied Order at or within the Extended 
cNBBO, rather than the cNBBO derived from the orders at the BBO on the 
BOX Book for each component leg of the Strategy.\15\ In order to give 
effect to the new Extended cNBBO range, the Exchange will no longer 
require each component leg to be at a price equal to the NBBO for that 
series.
---------------------------------------------------------------------------

    \15\ See proposed Rule 7240(d).
---------------------------------------------------------------------------

Examples
    The following examples illustrate the effect of the proposed change 
on execution of Complex Orders on BOX.
Example 1
Prior to Proposed Change
 cNBBO for A+B is 137.40-137.60
 Order to sell 10 A+B at 144.00 is received

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             144.00
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            128.00                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             17.00                10
------------------------------------------------------------------------

    Result: The incoming Complex Order is rejected because it would 
trade at a price (144.00) that is outside the cNBBO.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 130.53-144.48 (i.e., (137.40*.95)-(137.60*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
137.35-137.65 (i.e., (137.40-.05)-(137.60 + .05))
 Alternative A's calculation of the Extended cNBBO for A+B is 
used (130.53-144.48)

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             144.00
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            128.00                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             17.00                10
------------------------------------------------------------------------

    Result: The incoming Complex Order is accepted because it would 
trade at a price (144.00) that is less than the maximum price range 
(144.48). The incoming Complex Order trades completely against the 
Complex Order to buy 10 at 144.00 on the Complex Order Book.
Example 2
Prior to the Proposed Change
 cNBBO for A+B is .07-0.10
 Order to sell 10 A+B at 0.12 is received

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10               0.12
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
                                             0.30                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
                                             0.30                10
------------------------------------------------------------------------

    Result: The incoming Complex Order is rejected because it would 
trade at a price (0.12) that is outside the cNBBO.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 0.07-0.10 (i.e., (0.07*.95)-(0.10*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
0.02-0.15 (i.e., (0.07-.05)-(0.10 + .05))
 Alternative B's calculation of the Extended cNBBO for A+B is 
used (0.02-0.15)

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10               0.12
------------------------------------------------------------------------

[[Page 27922]]

 
                          BOX Book Instrument A
------------------------------------------------------------------------
                                             0.30                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
                                             0.30                10
------------------------------------------------------------------------

    Result: The incoming Complex Order is accepted because it trades at 
a price (0.12) that is less than the maximum price range (0.15). The 
incoming Complex Order trades completely against the Complex Order to 
buy 10 at 0.12 on the Complex Order Book.
Example 3
Prior to the Proposed Change
 cNBBO for A+B is 137.40-137.60
 Order to buy 10 A+B at 144.48 is received
 NBBO for A is 124.50-124.60
 NBBO for B is 12.90-13.00

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            128.00                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             16.48                10
------------------------------------------------------------------------

    Result: The incoming Complex Order is exposed by the system at 
137.60 pursuant to Rule 7240 (b)(3)(iii)(B). If interest remains after 
the exposure, it will be posted to the Complex Order Book. If, however, 
the Participant submitting the Complex Order has elected not to have 
the Complex Order exposed, the Complex Order will be posted to the 
Complex Order Book or cancelled in accordance with the Participant's 
instructions.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 130.53 - 144.48 (i.e., (137.40*.95) - (137.60*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
137.35 - 137.65 (i.e., (137.40-.05) - (137.60 + .05))
 Alternative A's calculation of the Extended cNBBO for A+B is 
used (130.53 - 144.48)

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            128.00                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             16.48                10
------------------------------------------------------------------------

    Result: The incoming Complex Order trades at 144.48 against 
interest on the BOX Book for A and B, specifically against the order to 
sell 10 A at 128.00 and the order to sell 10 B at 16.48.
Example 4
Prior to the Proposed Change
 cNBBO for A+B is 137.40 - 137.60
 Market Order to buy 100 A+B

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
                                           144.00                10
                                           145.00                10
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            128.00                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             17.00                10
------------------------------------------------------------------------

    Result: The incoming Market Complex Order is exposed by the system 
at 137.60. If, however, the Participant submitting the Complex Order 
elected to not have the Complex Order be exposed, the Complex Order 
will be cancelled to avoid matching with the 10 A+B at 144 which is 
outside the cNBBO.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 130.53-144.48 (i.e., (137.40*.95) - (137.60*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
137.35-137.65 (i.e., (137.40 - .05) - (137.60 + .05))
 Alternative A's calculation of the Extended cNBBO for A+B is 
used (130.53-144.48)

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
                                           144.00                10
                                           145.00                10
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            128.00                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             17.00                10
------------------------------------------------------------------------

    Result: The incoming Market Order to buy 100 first trades against 
the 10 A+B at 144.00 which is less than the maximum price range 
(144.48). The remaining 90 quantity of the Market Order is exposed at 
144.48, unless the Participant submitting the Complex Order has elected 
not to have the Complex Order exposed. If interest remains after the 
exposure, it will be canceled to avoid matching with the 10 A+B at 145 
which is outside the Extended cNBBO.
Example 5
Prior to the Proposed Change
 cNBBO for A+2B is 150.30-153.70
 Order to sell 10 A+2B at 161.38 is received

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+2B
------------------------------------------------------------------------
          10             161.38
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            127.70                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             16.80                 1
------------------------------------------------------------------------

    Result: The inbound Complex Order is rejected because it would 
trade at a price (161.38) outside the cNBBO.
After the Proposed Change
     Alternative A: The Extended cNBBO for A+2B based on 
percentage is 142.79-161.38 (i.e., (150.30*.95) - (153.70*1.05))
     Alternative B: The Extended cNBBO for A+2B based on amount 
is 150.25-153.75 (i.e., (150.30-.05) - (153.70 + .05))
     Alternative A's calculation of the Extended cNBBO for A+2B 
is used (142.79-161.38)

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+2B
------------------------------------------------------------------------
          10             161.38
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
          10             120.00            127.70                10
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
          10              11.00             16.80                 1
------------------------------------------------------------------------


[[Page 27923]]

    Result: The incoming Complex Order is at the calculated Extended 
cNBBO (161.38) and therefore is accepted. The incoming Complex Order 
trades against the resting Complex Order to buy A+2B at 161.38.
Example 6
Prior to the Proposed Change
 cNBBO for A+B is 137.40-137.60
 Order to sell 10 A+B at 142.48 is received

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             150.00
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Result: The incoming Complex Order is rejected because it would 
trade at a price (142.48) that is outside the cNBBO.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 130.53-144.48 (i.e., (137.40*.95) - (137.60*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
137.35-137.65 (i.e., (137.40-.05) - (137.60 + .05))
 Alternative A's calculation of the Extended cNBBO for A+B is 
used (130.53-144.48)

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             150.00
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Result: The incoming Complex Order trades against the resting 
Complex Order. Specifically, the incoming Complex Order executes 
against the resting Complex Order at 144.48 which is equal to the 
Extended cNBBO (144.48).
Example 7
Prior to the Proposed Change
 cNBBO for A+B is 137.40 - 137.60
 Order to sell 10 A+B at 145.00 is received

------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             150.00
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
 
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Result: The incoming Complex Order is rejected because it would 
trade at a price (145.00) that is outside the cNBBO.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 130.53 - 144.48 (i.e., (137.40*.95) - (137.60*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
137.35 - 137.65 (i.e., (137.40-.05) - (137.60 + .05))
 Alternative A's calculation of the Extended cNBBO for A+B is 
used (130.53 - 144.48)

                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
          10             150.00
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Result: The incoming Complex Order is rejected because it would 
trade against the resting Complex Order at a price (145.00) outside the 
Extended cNBBO (144.48).
Example 8
Prior to the Proposed Change
 cNBBO for A+B is 137.40-137.60
 Order to sell 100 A+B at 130.40 is received

 
------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                     BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             130.60
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Result: The incoming Complex Order would be exposed by the system 
at 137.40. If the Participant submitting the Complex Order has elected 
to not have the Complex Order exposed, the Complex Order will be 
cancelled. If interest remains after the exposure, it will be canceled 
to avoid matching with the 10 A+B at 130.60 which is outside the cNBBO.
After the Proposed Change
 Alternative A: The Extended cNBBO for A+B based on percentage 
is 130.53 - 144.48 (i.e., (137.40*.95) - (137.60*1.05))
 Alternative B: The Extended cNBBO for A+B based on amount is 
137.35-137.65 (i.e., (137.40 - .05) - (137.60 + .05))
 Alternative A's calculation of the Extended cNBBO for A+B is 
used (130.53 - 144.58)

 
------------------------------------------------------------------------
     Quantity             Buy               Sell            Quantity
------------------------------------------------------------------------
                          BOX Book for Complex Order A+B
------------------------------------------------------------------------
          10             130.60
------------------------------------------------------------------------
                          BOX Book Instrument A
------------------------------------------------------------------------
 
------------------------------------------------------------------------
                          BOX Book Instrument B
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Result: The incoming Complex Order first trades against the resting 
Complex Order for 10 at 130.60 and then the remaining quantity is 
exposed. Specifically, the remaining 90 A+B is exposed at the Extended 
cNBBO (130.53). Any remaining quantity that is not executed at the end 
of the exposure period will be posted to the Complex Order Book.
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''),\16\ in general, and Section 6(b)(5)

[[Page 27924]]

of the Act,\17\ 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. In particular, the Exchange proposes 
to allow Complex Orders to be executed on BOX in a wider range of 
prices, which will permit additional executions. As is apparent from 
the examples included in the description of purpose above, a number of 
Complex Order executions that would otherwise be made between willing 
buyers and sellers on BOX, but which are now rejected under the 
Exchange's current rules, will be allowed to execute under this 
proposed rule change.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposal is an improvement over its 
current rules regarding Complex Orders and will benefit all market 
participants submitting Complex Order [sic] to BOX. As discussed above, 
the Exchange found that in practice, the current Complex Order Filter 
is too restrictive and prevents executions that Participants would 
otherwise want. The Exchange believes that the proposed change is 
designed to support a fair and orderly market by addressing the 
concerns expressed by BOX Participants, while continuing to mitigate 
the potential risk of executions at prices that are extreme or 
potentially erroneous. The Exchange believes that this rule filing is 
reasonable, equitable and not unfairly discriminatory to customers and 
Participants because, other than the expanded execution range 
represented by the Extended cNBBO, it follows the existing mechanics of 
the Exchange's existing Complex Order filter mechanism and the 
Exchange's existing Complex Order priority rules, each of which has 
previously been approved by the Commission. The Exchange further 
believes the proposal is not unfairly discriminatory because the 
benefits of the proposal on BOX are equally available to all 
Participants.
    The Exchange believes this proposal will increase opportunities for 
execution of Complex Orders and orders on the BOX Book. Further, the 
Exchange believes the proposed Extended cNBBO will provide greater 
flexibility to Participants trading Complex Orders on BOX. The Exchange 
also believes the proposal will provide additional opportunities for 
Participants to achieve better handling of Complex Orders and result in 
increased opportunities for execution. As a result, adopting this 
proposal to allow executions of Complex Orders within the Extended 
cNBBO will promote just and equitable principles of trade, foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, and remove impediments to and perfect the 
mechanism of a free and open market and a national market system.
    For the foregoing reasons, the Exchange believes this proposal is a 
reasonable modification to its rules, designed to facilitate increased 
interaction of Complex Orders on BOX, and to do so in a manner that 
maximizes opportunities for trade executions for Complex Orders. The 
Exchange believes it is appropriate and consistent with the Act to 
adopt the proposed rule changes.

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. Implementation of the proposed 
rule change will foster additional executions and enable greater 
competition among other competing exchanges that have comparable 
complex order filter provisions for the reasons set forth above. 
Further, the Exchange does not believe the proposed change will impose 
a burden on intramarket competition as the proposed change will affect 
all Participants equally.

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

    (a) This proposed rule change is filed pursuant to paragraph (A) of 
section 19(b)(3) of the Exchange Act \18\ and Rule 19b-4(f)(6) 
thereunder.\19\
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    (b) This proposed rule change does not significantly affect the 
protection of investors or the public interest, does not impose any 
significant burden on competition, and, by its terms, does not become 
operative for 30 days after the date of the filing, or such shorter 
time as the Commission may designate if consistent with the protection 
of investors and the public interest.\20\
---------------------------------------------------------------------------

    \20\ 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-2017-20 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-2017-20. 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

[[Page 27925]]

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-2017-20, and should be submitted on or before July 
10, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
---------------------------------------------------------------------------

    \21\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-12589 Filed 6-16-17; 8:45 am]
BILLING CODE 8011-01-P



                                                    27920                              Federal Register / Vol. 82, No. 116 / Monday, June 19, 2017 / Notices

                                                    SECURITIES AND EXCHANGE                                  A. Self-Regulatory Organization’s                      addressing these concerns while
                                                    COMMISSION                                               Statement of the Purpose of, and the                   continuing to mitigate the potential risk
                                                                                                             Statutory Basis for, the Proposed Rule                 of executions at prices that are extreme
                                                    [Release No. 34–80917; File No. SR–BOX–                  Change                                                 or potentially erroneous. BOX will also
                                                    2017–20]                                                                                                        continue to ensure that each leg of a
                                                                                                             1. Purpose
                                                                                                                                                                    Complex Order be executed at a price
                                                    Self-Regulatory Organizations; BOX                          The Exchange proposes to amend                      that is equal to or better than the BOX
                                                    Options Exchange LLC; Notice of                          BOX Rule 7240 (Complex Orders) to                      BBO for each of the component series
                                                    Filing and Immediate Effectiveness of                    expand the price range within which                    but, as a result of the Extended cNBBO,
                                                    Proposed Rule Change To Amend BOX                        Complex Orders can trade by allowing                   BOX will no longer require that each leg
                                                    Rule 7240 (Complex Orders) To                            the execution of Complex Order trades                  of a Complex Order be executed at a
                                                    Expand the Price Range Within Which                      on BOX Market LLC (‘‘BOX’’), the                       price that is equal to or better than the
                                                    Complex Orders Can Trade                                 options trading facility of the Exchange,              NBBO.8
                                                                                                             at prices equal to or better than the
                                                    June 13, 2017.                                           Extended cNBBO, as described below.                    Extended cNBBO
                                                       Pursuant to Section 19(b)(1) of the                                                                            The Extended cNBBO is the
                                                                                                             Background
                                                    Securities Exchange Act of 1934                                                                                 maximum net bid and offer execution
                                                                                                               Currently, on BOX, all inbound                       price for a Complex Order Strategy.9
                                                    (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                                                                                             Complex Orders are filtered to ensure                  The Extended cNBBO is calculated by
                                                    notice is hereby given that on June 2,                   that each leg of a Complex Order will
                                                    2017, BOX Options Exchange LLC (the                                                                             subtracting the Extended cNBBO
                                                                                                             be executed at a price that is equal to                Limit 10 from the cNBB 11 and adding
                                                    ‘‘Exchange’’) filed with the Securities                  or better than the National Best Bid or
                                                    and Exchange Commission                                                                                         the Extended cNBBO Limit to the
                                                                                                             Offer (‘‘NBBO’’) and the BOX Best Bid                  cNBO.12 In calculating the Extended
                                                    (‘‘Commission’’) the proposed rule                       or Offer (‘‘BOX BBO’’) for each of the
                                                    change as described in Items I and II                                                                           cNBBO, each side of the Extended
                                                                                                             component series. Specifically, if an                  cNBBO is rounded to the nearest penny
                                                    below, which Items have been prepared                    inbound Complex Order is executable
                                                    by the Exchange. The Exchange filed the                                                                         within the Extended cNBBO (i.e. the
                                                                                                             (against either opposite side Complex                  cNBB is rounded up to the nearest
                                                    proposed rule change pursuant to                         Orders on the Complex Order Book or                    penny and the cNBO is rounded down
                                                    Section 19(b)(3)(A)(iii) of the Act 3 and                interest on the BOX Book) on BOX, BOX                  to the nearest penny). The Extended
                                                    Rule 19b–4(f)(6) thereunder.4 The                        will determine if the potential execution              cNBBO Limit is a percentage or an
                                                    Commission is publishing this notice to                  price is equal to or better than both                  amount, whichever provides the less
                                                    solicit comments on the proposed rule                    cNBBO 5 and cBBO.6 If so, the inbound                  restrictive range (i.e. the widest range)
                                                    change from interested persons.                          Complex Order will be executed to the                  when calculating the Extended cNBBO.
                                                    I. Self-Regulatory Organization’s                        extent possible according to the priority              The Exchange is proposing to make the
                                                    Statement of the Terms of Substance of                   described in Rule 7240(b)(3).                          parameters configurable, with a
                                                    the Proposed Rule Change                                 Proposal                                               minimum percentage of 3% and
                                                                                                                                                                    maximum percentage of 50%; and a
                                                       The Exchange proposes to amend                          The Exchange is now proposing that,                  minimum amount of $0.00 and
                                                    BOX Rule 7240 (Complex Orders) to                        with an inbound Complex Order on                       maximum amount of $1.00. However,
                                                    expand the price range within which                      BOX, BOX will determine if the                         the default Extended cNBBO Limit for
                                                    Complex Orders can trade. The text of                    potential execution price is equal to or               all classes will be 5% of the cNBB or
                                                    the proposed rule change is available                    better than both Extended cNBBO, as                    cNBO as applicable or $0.05 whichever
                                                    from the principal office of the                         described in greater detail below, and                 allows for the greater chance of
                                                    Exchange, at the Commission’s Public                     cBBO. If so, the inbound Complex Order                 execution. The default Extended cNBBO
                                                    Reference Room and also on the                           will be executed to the extent possible                was determined based on industry
                                                    Exchange’s Internet Web site at http://                  according to the priority described in                 standards and participant feedback.
                                                    boxexchange.com.                                         Rule 7240(b)(3). The Exchange notes                       The Exchange believes the proposed
                                                                                                             that the Complex Order Filter was                      price protection parameters are
                                                    II. Self-Regulatory Organization’s
                                                                                                             initially established to protect                       reasonable and appropriate. The
                                                    Statement of the Purpose of, and
                                                                                                             Participants from extreme or erroneous                 proposed Extended cNBBO filter is
                                                    Statutory Basis for, the Proposed Rule
                                                                                                             executions. 7 In practice, however, BOX                comparable to the price protections that
                                                    Change
                                                                                                             Participants have expressed that the                   are currently in place on other
                                                      In its filing with the Commission, the                 existing Complex Order Filter is too                   exchanges. The Exchange’s proposal is
                                                    self-regulatory organization included                    restrictive and prevents executions that               designed to provide flexibility in
                                                    statements concerning the purpose of,                    would be allowed to execute on                         determining the acceptable execution
                                                    and basis for, the proposed rule change                  competing exchanges. The expanded                      range by allowing the acceptable
                                                    and discussed any comments it received                   price range proposed below is designed
                                                    on the proposed rule change. The text                    to support a fair and orderly market                     8 See proposed Rule 7240(b)(3)(iii). Complex

                                                    of these statements may be examined at                                                                          Orders will continue to be execute [sic] in
                                                                                                               5 The term ‘‘cNBBO’’ means the best net bid and      accordance with the priority rules in BOX Rule
                                                    the places specified in Item IV below.                                                                          7240(b)(2).
                                                                                                             offer price for a Complex Order Strategy based on
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    The self-regulatory organization has                     the NBBO for the individual options components of        9 See proposed Rule 7240(a)(5).
                                                    prepared summaries, set forth in                         such Strategy. See Rule 7240(a)(3).                      10 See proposed Rule 7240(a)(6).

                                                    Sections A, B, and C below, of the most                    6 The term ‘‘cBBO’’ means the best net bid and         11 The term ‘‘cNBB’’ means the best net bid price

                                                    significant aspects of such statements.                  offer price for a Complex Order Strategy based on      for a Complex Order Strategy based on the NBBO
                                                                                                             the BBO on the BOX Book for the individual             for the individual options components of such
                                                                                                             options components of such Strategy. See Rule          Strategy. See Rule 7420(a)(2).
                                                      1 15 U.S.C. 78s(b)(1).                                 7240(a)(1).                                              12 The term ‘‘cNBO’’ means the best net offer
                                                      2 17 CFR 240.19b–4.                                      7 See Securities Exchange Act Release No. 69419      price for a Complex Order Strategy based on the
                                                      3 15 U.S.C. 78s(b)(3)(A)(iii).
                                                                                                             (April 19, 2013), 78 FR 24449 (April 25, 2013)         NBBO for the individual options components of
                                                      4 17 CFR 240.19b–4(f)(6).                              (Order Approving SR–BOX–2013–01).                      such Strategy. See Rule 7240(a)(4).



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                                                                                   Federal Register / Vol. 82, No. 116 / Monday, June 19, 2017 / Notices                                                27921

                                                    execution range to be calculated using                  comparable price protections for                        • Alternative B: The Extended cNBBO
                                                    either a percentage amount or a dollar                  complex orders.                                           for A+B based on amount is 137.35–
                                                    amount.13 For example, by using a                                                                                 137.65 (i.e., (137.40¥.05)¥(137.60 +
                                                                                                            Implied Orders
                                                    parameter that is a percentage of the                                                                             .05))
                                                    cNBBO the Exchange is ensuring that                        Currently, on BOX, an Implied Order                  • Alternative A’s calculation of the
                                                    the parameter accurately reflects the                   is a Complex Order at the cNBBO,                          Extended cNBBO for A+B is used
                                                    market for the Complex Order.                           derived from the orders at the BBO on                     (130.53–144.48)
                                                    However, this is not always an effective                the BOX Book for each component leg
                                                    protection if the price of the order is                 of the Strategy, provided each                          Quantity          Buy      Sell     Quantity
                                                    relatively low because it results in a                  component leg is at a price equal to the
                                                    restrictive range as seen in Example 2                  NBBO for that series. When an Implied                       BOX Book for Complex Order A+B
                                                    below.14 Instead, the BOX Trading Host                  Order is no longer at the cNBBO, the
                                                                                                            Implied Order will be removed and a                        10            144.00
                                                    will determine the ranges associated
                                                    with both parameters and apply the                      new Implied Order will be generated,                               BOX Book Instrument A
                                                    least restrictive option.                               provided there is interest on the BOX
                                                       The Exchange may modify, based on                    Book to generate an Implied Order at the                   10            120.00   128.00      10
                                                    market conditions (for example,                         new cNBBO, provided each component
                                                    volatility) and Participant feedback, the               leg is at a price equal to the NBBO for                            BOX Book Instrument B
                                                    Extended cNBBO Limit with prior                         that series.
                                                                                                               The Exchange is now proposing that                      10            11.00    17.00       10
                                                    notice to the Participants via Regulatory
                                                    Circular, provided that the Exchange                    the generation of an Implied Order will
                                                    provides Participants with at least two                 not be limited only to the cNBBO.                          Result: The incoming Complex Order
                                                    weeks notice.                                           Specifically, the Exchange is proposing                 is accepted because it would trade at a
                                                                                                            to generate an Implied Order at or                      price (144.00) that is less than the
                                                    Complex Order Filter                                    within the Extended cNBBO, rather than                  maximum price range (144.48). The
                                                       Currently, on BOX, all inbound                       the cNBBO derived from the orders at                    incoming Complex Order trades
                                                    Complex Orders to BOX are filtered to                   the BBO on the BOX Book for each                        completely against the Complex Order
                                                    ensure that each leg of a Complex Order                 component leg of the Strategy.15 In                     to buy 10 at 144.00 on the Complex
                                                    will be executed at a price that is equal               order to give effect to the new Extended                Order Book.
                                                    to or better than the NBBO and the BOX                  cNBBO range, the Exchange will no                       Example 2
                                                    BBO for each component series.                          longer require each component leg to be
                                                       The Exchange proposes now to amend                   at a price equal to the NBBO for that                   Prior to the Proposed Change
                                                    the cNBBO filter for the component                      series.                                                 • cNBBO for A+B is .07–0.10
                                                    series. Specifically, all inbound
                                                                                                            Examples                                                • Order to sell 10 A+B at 0.12 is
                                                    Complex Orders to BOX will be filtered                                                                            received
                                                    to ensure that each leg of a Complex                       The following examples illustrate the
                                                    Order will be executed at a price that is               effect of the proposed change on                        Quantity          Buy      Sell     Quantity
                                                    equal to or better than the BOX BBO for                 execution of Complex Orders on BOX.
                                                    each of the component series and the                    Example 1
                                                                                                                                                                        BOX Book for Complex Order A+B
                                                    Extended cNBBO for the Complex Order
                                                    Strategy.                                               Prior to Proposed Change                                   10             0.12
                                                       The execution, exposure and                          • cNBBO for A+B is 137.40–137.60                                   BOX Book Instrument A
                                                    cancellation of Complex Orders being                    • Order to sell 10 A+B at 144.00 is
                                                    filtered on BOX pursuant to Rule                          received                                                                         0.30       10
                                                    7240(b)(3)(iii) will remain unchanged
                                                    from current operations except that the                  Quantity          Buy           Sell       Quantity               BOX Book Instrument B
                                                    calculation of cNBBO will be replaced
                                                    with the proposed Extended cNBBO,                             BOX Book for Complex Order A+B                                               0.30       10
                                                    which provides a wider range to allow
                                                                                                                  10          144.00                                   Result: The incoming Complex Order
                                                    executions.
                                                       The Exchange notes that amending                                                                             is rejected because it would trade at a
                                                                                                                          BOX Book Instrument A
                                                    the Complex Order Filter is a                                                                                   price (0.12) that is outside the cNBBO.
                                                    competitive change, and BOX believes                          10          120.00       128.00          10       After the Proposed Change
                                                    that amending this feature will keep the
                                                    Exchange in line with competing                                       BOX Book Instrument B                     • Alternative A: The Extended cNBBO
                                                    exchanges in the industry that have                                                                               for A+B based on percentage is 0.07–
                                                                                                                  10          11.00         17.00          10         0.10 (i.e., (0.07*.95)¥(0.10*1.05))
                                                       13 See e.g., Nasdaq OMX PHLX (‘‘Phlx’’) Rule                                                                 • Alternative B: The Extended cNBBO
                                                    1098(h)(i) Acceptable Complex Execution
                                                                                                               Result: The incoming Complex Order                     for A+B based on amount is 0.02–0.15
                                                    Parameter and Chicago Board Options Exchange            is rejected because it would trade at a                   (i.e., (0.07¥.05)¥(0.10 + .05))
                                                    (‘‘CBOE’’) Rule 6.53C.08(e) Acceptable Range            price (144.00) that is outside the                      • Alternative B’s calculation of the
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    Parameter which both apply a percentage defined         cNBBO.
                                                    on an issue by issue basis; while MIAX Options                                                                    Extended cNBBO for A+B is used
                                                    Exchange (‘‘MIAX’’) Rule 518(c)(1)(iv) applies a        After the Proposed Change                                 (0.02–0.15)
                                                    specific dollar amount.
                                                       14 MIAX discussed this concern when justifying       • Alternative A: The Extended cNBBO
                                                                                                                                                                    Quantity          Buy      Sell     Quantity
                                                    its use of a dollar value parameter for its               for A+B based on percentage is
                                                    comparable complex order price protection. See            130.53–144.48 (i.e.,
                                                    Securities Exchange Act Release No. 80089
                                                                                                                                                                        BOX Book for Complex Order A+B
                                                    (February 22, 2017), 82 FR 12153 (February 28,
                                                                                                              (137.40*.95)¥(137.60*1.05))
                                                    2017) (Notice of Filing and Immediate Effectiveness                                                                10             0.12
                                                    SR–MIAX–2017–06).                                         15 See   proposed Rule 7240(d).



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                                                    27922                           Federal Register / Vol. 82, No. 116 / Monday, June 19, 2017 / Notices

                                                     Quantity         Buy           Sell        Quantity      Quantity          Buy           Sell       Quantity    Quantity          Buy      Sell    Quantity

                                                                BOX Book Instrument A                                    BOX Book Instrument A                                  BOX Book Instrument B

                                                                                   0.30            10              10          120.00       128.00          10          10            11.00    17.00      10

                                                                BOX Book Instrument B                                    BOX Book Instrument B                          Result: The incoming Market Order to
                                                                                   0.30            10              10          11.00         16.48          10       buy 100 first trades against the 10 A+B
                                                                                                                                                                     at 144.00 which is less than the
                                                       Result: The incoming Complex Order                                                                            maximum price range (144.48). The
                                                                                                                Result: The incoming Complex Order                   remaining 90 quantity of the Market
                                                    is accepted because it trades at a price                 trades at 144.48 against interest on the
                                                    (0.12) that is less than the maximum                                                                             Order is exposed at 144.48, unless the
                                                                                                             BOX Book for A and B, specifically                      Participant submitting the Complex
                                                    price range (0.15). The incoming                         against the order to sell 10 A at 128.00
                                                    Complex Order trades completely                                                                                  Order has elected not to have the
                                                                                                             and the order to sell 10 B at 16.48.                    Complex Order exposed. If interest
                                                    against the Complex Order to buy 10 at
                                                    0.12 on the Complex Order Book.                          Example 4                                               remains after the exposure, it will be
                                                                                                                                                                     canceled to avoid matching with the 10
                                                    Example 3                                                Prior to the Proposed Change
                                                                                                                                                                     A+B at 145 which is outside the
                                                    Prior to the Proposed Change                             • cNBBO for A+B is 137.40 ¥ 137.60                      Extended cNBBO.
                                                    • cNBBO for A+B is 137.40–137.60                         • Market Order to buy 100 A+B                           Example 5
                                                    • Order to buy 10 A+B at 144.48 is
                                                      received                                                Quantity          Buy           Sell       Quantity
                                                                                                                                                                     Prior to the Proposed Change
                                                    • NBBO for A is 124.50–124.60                                                                                    • cNBBO for A+2B is 150.30–153.70
                                                    • NBBO for B is 12.90–13.00                                    BOX Book for Complex Order A+B
                                                                                                                                                                     • Order to sell 10 A+2B at 161.38 is
                                                     Quantity         Buy           Sell        Quantity                                    144.00          10         received
                                                                                                                                            145.00          10
                                                         BOX Book for Complex Order A+B                                                                              Quantity          Buy      Sell    Quantity
                                                                                                                         BOX Book Instrument A
                                                                                                                                                                         BOX Book for Complex Order A+2B
                                                                                                                   10          120.00       128.00          10
                                                                BOX Book Instrument A                                                                                   10            161.38
                                                                                                                         BOX Book Instrument B
                                                        10           120.00       128.00           10                                                                           BOX Book Instrument A
                                                                                                                   10          11.00         17.00          10
                                                                BOX Book Instrument B                                                                                   10            120.00   127.70     10
                                                                                                               Result: The incoming Market                                      BOX Book Instrument B
                                                        10           11.00         16.48           10
                                                                                                             Complex Order is exposed by the
                                                       Result: The incoming Complex Order                    system at 137.60. If, however, the                         10            11.00    16.80       1
                                                    is exposed by the system at 137.60                       Participant submitting the Complex
                                                    pursuant to Rule 7240 (b)(3)(iii)(B). If                 Order elected to not have the Complex                      Result: The inbound Complex Order
                                                    interest remains after the exposure, it                  Order be exposed, the Complex Order                     is rejected because it would trade at a
                                                    will be posted to the Complex Order                      will be cancelled to avoid matching                     price (161.38) outside the cNBBO.
                                                    Book. If, however, the Participant                       with the 10 A+B at 144 which is outside
                                                                                                             the cNBBO.                                              After the Proposed Change
                                                    submitting the Complex Order has
                                                    elected not to have the Complex Order                    After the Proposed Change                                 • Alternative A: The Extended
                                                    exposed, the Complex Order will be                                                                               cNBBO for A+2B based on percentage is
                                                    posted to the Complex Order Book or                      • Alternative A: The Extended cNBBO                     142.79–161.38 (i.e., (150.30*.95) ¥
                                                    cancelled in accordance with the                           for A+B based on percentage is                        (153.70*1.05))
                                                    Participant’s instructions.                                130.53–144.48 (i.e., (137.40*.95) ¥                     • Alternative B: The Extended
                                                                                                               (137.60*1.05))                                        cNBBO for A+2B based on amount is
                                                    After the Proposed Change
                                                                                                             • Alternative B: The Extended cNBBO                     150.25–153.75 (i.e., (150.30-.05) ¥
                                                    • Alternative A: The Extended cNBBO                        for A+B based on amount is 137.35–                    (153.70 + .05))
                                                      for A+B based on percentage is 130.53                    137.65 (i.e., (137.40 ¥ .05) ¥ (137.60                  • Alternative A’s calculation of the
                                                      ¥ 144.48 (i.e., (137.40*.95) ¥                           + .05))                                               Extended cNBBO for A+2B is used
                                                      (137.60*1.05))                                                                                                 (142.79–161.38)
                                                                                                             • Alternative A’s calculation of the
                                                    • Alternative B: The Extended cNBBO
                                                                                                               Extended cNBBO for A+B is used
                                                      for A+B based on amount is 137.35 ¥                                                                            Quantity          Buy      Sell    Quantity
                                                                                                               (130.53–144.48)
                                                      137.65 (i.e., (137.40–.05) ¥ (137.60 +
                                                      .05))                                                   Quantity          Buy           Sell       Quantity
                                                                                                                                                                         BOX Book for Complex Order A+2B
                                                    • Alternative A’s calculation of the
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                      Extended cNBBO for A+B is used                                                                                    10            161.38
                                                                                                                   BOX Book for Complex Order A+B
                                                      (130.53 ¥ 144.48)
                                                                                                                                                                                BOX Book Instrument A
                                                                                                                                            144.00          10
                                                     Quantity         Buy           Sell        Quantity                                    145.00          10          10            120.00   127.70     10
                                                         BOX Book for Complex Order A+B                                  BOX Book Instrument A                                  BOX Book Instrument B
                                                                                                                   10          120.00       128.00          10          10            11.00    16.80       1




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                                                                                    Federal Register / Vol. 82, No. 116 / Monday, June 19, 2017 / Notices                                                 27923

                                                       Result: The incoming Complex Order                     Quantity          Buy           Sell       Quantity
                                                    is at the calculated Extended cNBBO
                                                    (161.38) and therefore is accepted. The                         BOX Book for Complex Order A+B                   Quantity           Buy     Sell      Quantity
                                                    incoming Complex Order trades against
                                                    the resting Complex Order to buy A+2B                          10          150.00                                             BOX Book Instrument B
                                                    at 161.38.                                                           BOX Book Instrument A
                                                    Example 6
                                                    Prior to the Proposed Change                                                                                       Result: The incoming Complex Order
                                                    • cNBBO for A+B is 137.40¥137.60                                                                                 would be exposed by the system at
                                                    • Order to sell 10 A+B at 142.48 is                                  BOX Book Instrument B
                                                                                                                                                                     137.40. If the Participant submitting the
                                                      received                                                                                                       Complex Order has elected to not have
                                                                                                                                                                     the Complex Order exposed, the
                                                     Quantity         Buy           Sell        Quantity                                                             Complex Order will be cancelled. If
                                                                                                                Result: The incoming Complex Order                   interest remains after the exposure, it
                                                         BOX Book for Complex Order A+B                      is rejected because it would trade at a                 will be canceled to avoid matching with
                                                        10           150.00                                  price (145.00) that is outside the                      the 10 A+B at 130.60 which is outside
                                                                                                             cNBBO.                                                  the cNBBO.
                                                                BOX Book Instrument A
                                                                                                             After the Proposed Change                               After the Proposed Change
                                                                                                             • Alternative A: The Extended cNBBO
                                                                                                                                                                     • Alternative A: The Extended cNBBO
                                                                                                               for A+B based on percentage is 130.53
                                                                BOX Book Instrument B                                                                                  for A+B based on percentage is 130.53
                                                                                                               ¥ 144.48 (i.e., (137.40*.95) ¥
                                                                                                                                                                       ¥ 144.48 (i.e., (137.40*.95) ¥
                                                                                                               (137.60*1.05))
                                                                                                             • Alternative B: The Extended cNBBO                       (137.60*1.05))
                                                       Result: The incoming Complex Order                      for A+B based on amount is 137.35 ¥                   • Alternative B: The Extended cNBBO
                                                    is rejected because it would trade at a                    137.65 (i.e., (137.40–.05) ¥ (137.60 +                  for A+B based on amount is
                                                    price (142.48) that is outside the                         .05))                                                   137.35¥137.65 (i.e., (137.40 ¥ .05) ¥
                                                    cNBBO.                                                   • Alternative A’s calculation of the                      (137.60 + .05))
                                                                                                               Extended cNBBO for A+B is used                        • Alternative A’s calculation of the
                                                    After the Proposed Change                                  (130.53 ¥ 144.48)                                       Extended cNBBO for A+B is used
                                                    • Alternative A: The Extended cNBBO                                                                                (130.53 ¥ 144.58)
                                                      for A+B based on percentage is                               BOX BOOK FOR COMPLEX ORDER
                                                      130.53–144.48 (i.e., (137.40*.95) ¥                                     A+B
                                                      (137.60*1.05))
                                                    • Alternative B: The Extended cNBBO                       Quantity          Buy           Sell       Quantity
                                                                                                                                                                     Quantity           Buy     Sell      Quantity
                                                      for A+B based on amount is 137.35–
                                                                                                                   10          150.00
                                                      137.65 (i.e., (137.40–.05) ¥ (137.60 +                                                                             BOX Book for Complex Order A+B
                                                      .05))                                                              BOX Book Instrument A
                                                    • Alternative A’s calculation of the                                                                                10             130.60
                                                      Extended cNBBO for A+B is used
                                                      (130.53–144.48)                                                                                                             BOX Book Instrument A
                                                                                                                         BOX Book Instrument B
                                                     Quantity         Buy           Sell        Quantity

                                                         BOX Book for Complex Order A+B                                                                                           BOX Book Instrument B
                                                                                                               RESULT:   The incoming Complex Order
                                                        10           150.00                                  is rejected because it would trade
                                                                                                             against the resting Complex Order at a
                                                                BOX Book Instrument A                        price (145.00) outside the Extended                        Result: The incoming Complex Order
                                                                                                             cNBBO (144.48).                                         first trades against the resting Complex
                                                                                                             Example 8                                               Order for 10 at 130.60 and then the
                                                                BOX Book Instrument B                                                                                remaining quantity is exposed.
                                                                                                             Prior to the Proposed Change                            Specifically, the remaining 90 A+B is
                                                                                                             • cNBBO for A+B is 137.40¥137.60                        exposed at the Extended cNBBO
                                                                                                             • Order to sell 100 A+B at 130.40 is                    (130.53). Any remaining quantity that is
                                                       Result: The incoming Complex Order                      received
                                                    trades against the resting Complex                                                                               not executed at the end of the exposure
                                                    Order. Specifically, the incoming                                                                                period will be posted to the Complex
                                                    Complex Order executes against the                                                                               Order Book.
                                                    resting Complex Order at 144.48 which
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                                                                                                              Quantity          Buy           Sell       Quantity    2. Statutory Basis
                                                    is equal to the Extended cNBBO
                                                    (144.48).                                                       BOX Book for Complex Order A+B                      The Exchange believes that the
                                                                                                                                                                     proposal is consistent with the
                                                    Example 7                                                      10          130.60                                requirements of Section 6(b) of the
                                                    Prior to the Proposed Change                                                                                     Securities Exchange Act of 1934 (the
                                                                                                                         BOX Book Instrument A
                                                    • cNBBO for A+B is 137.40 ¥ 137.60                                                                               ‘‘Act’’),16 in general, and Section 6(b)(5)
                                                    • Order to sell 10 A+B at 145.00 is
                                                      received                                                                                                        16 15   U.S.C. 78f(b).



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                                                    27924                             Federal Register / Vol. 82, No. 116 / Monday, June 19, 2017 / Notices

                                                    of the Act,17 in particular, in that it is                 opportunities for Participants to achieve               consistent with the protection of
                                                    designed to prevent fraudulent and                         better handling of Complex Orders and                   investors and the public interest.20
                                                    manipulative acts and practices, to                        result in increased opportunities for                      At any time within 60 days of the
                                                    promote just and equitable principles of                   execution. As a result, adopting this                   filing of the proposed rule change, the
                                                    trade, to foster cooperation and                           proposal to allow executions of                         Commission summarily may
                                                    coordination with persons engaged in                       Complex Orders within the Extended                      temporarily suspend such rule change if
                                                    facilitating transactions in securities, to                cNBBO will promote just and equitable                   it appears to the Commission that such
                                                    remove impediments to and perfect the                      principles of trade, foster cooperation                 action is necessary or appropriate in the
                                                    mechanism of a free and open market                        and coordination with persons engaged                   public interest, for the protection of
                                                    and a national market system, and, in                      in facilitating transactions in securities,             investors, or otherwise in furtherance of
                                                    general to protect investors and the                       and remove impediments to and perfect                   the purposes of the Act. If the
                                                    public interest. In particular, the                        the mechanism of a free and open                        Commission takes such action, the
                                                    Exchange proposes to allow Complex                         market and a national market system.                    Commission shall institute proceedings
                                                    Orders to be executed on BOX in a                             For the foregoing reasons, the                       to determine whether the proposed rule
                                                    wider range of prices, which will permit                   Exchange believes this proposal is a                    should be approved or disapproved.
                                                    additional executions. As is apparent                      reasonable modification to its rules,
                                                    from the examples included in the                                                                                  IV. Solicitation of Comments
                                                                                                               designed to facilitate increased
                                                    description of purpose above, a number                     interaction of Complex Orders on BOX,                     Interested persons are invited to
                                                    of Complex Order executions that                           and to do so in a manner that maximizes                 submit written data, views, and
                                                    would otherwise be made between                            opportunities for trade executions for                  arguments concerning the foregoing,
                                                    willing buyers and sellers on BOX, but                     Complex Orders. The Exchange believes                   including whether the proposed rule
                                                    which are now rejected under the                           it is appropriate and consistent with the               change is consistent with the Act.
                                                    Exchange’s current rules, will be                          Act to adopt the proposed rule changes.                 Comments may be submitted by any of
                                                    allowed to execute under this proposed                                                                             the following methods:
                                                    rule change.                                               B. Self-Regulatory Organization’s
                                                       The Exchange believes the proposal is                   Statement on Burden on Competition                      Electronic Comments
                                                    an improvement over its current rules                         The Exchange does not believe that                     • Use the Commission’s Internet
                                                    regarding Complex Orders and will                          the proposed rule change will impose                    comment form (http://www.sec.gov/
                                                    benefit all market participants                            any burden on competition not                           rules/sro.shtml); or
                                                    submitting Complex Order [sic] to BOX.                     necessary or appropriate in furtherance                   • Send an email to rule-comments@
                                                    As discussed above, the Exchange found                     of the purposes of the Act.                             sec.gov. Please include File Number SR–
                                                    that in practice, the current Complex                      Implementation of the proposed rule                     BOX–2017–20 on the subject line.
                                                    Order Filter is too restrictive and                        change will foster additional executions                Paper Comments
                                                    prevents executions that Participants                      and enable greater competition among
                                                    would otherwise want. The Exchange                         other competing exchanges that have                       • Send paper comments in triplicate
                                                    believes that the proposed change is                       comparable complex order filter                         to Brent J. Fields, Secretary, Securities
                                                    designed to support a fair and orderly                     provisions for the reasons set forth                    and Exchange Commission, 100 F Street
                                                    market by addressing the concerns                          above. Further, the Exchange does not                   NE., Washington, DC 20549–1090.
                                                    expressed by BOX Participants, while                       believe the proposed change will                        All submissions should refer to File
                                                    continuing to mitigate the potential risk                  impose a burden on intramarket                          Number SR–BOX–2017–20. This file
                                                    of executions at prices that are extreme                   competition as the proposed change will                 number should be included on the
                                                    or potentially erroneous. The Exchange                     affect all Participants equally.                        subject line if email is used. To help the
                                                    believes that this rule filing is                                                                                  Commission process and review your
                                                    reasonable, equitable and not unfairly                     C. Self-Regulatory Organization’s                       comments more efficiently, please use
                                                    discriminatory to customers and                            Statement on Comments on the                            only one method. The Commission will
                                                    Participants because, other than the                       Proposed Rule Change Received From                      post all comments on the Commission’s
                                                    expanded execution range represented                       Members, Participants, or Others                        Internet Web site (http://www.sec.gov/
                                                    by the Extended cNBBO, it follows the                        The Exchange has neither solicited                    rules/sro.shtml). Copies of the
                                                    existing mechanics of the Exchange’s                       nor received comments on the proposed                   submission, all subsequent
                                                    existing Complex Order filter                              rule change.                                            amendments, all written statements
                                                    mechanism and the Exchange’s existing                                                                              with respect to the proposed rule
                                                    Complex Order priority rules, each of                      III. Date of Effectiveness of the
                                                                                                               Proposed Rule Change and Timing for                     change that are filed with the
                                                    which has previously been approved by                                                                              Commission, and all written
                                                    the Commission. The Exchange further                       Commission Action
                                                                                                                                                                       communications relating to the
                                                    believes the proposal is not unfairly                         (a) This proposed rule change is filed               proposed rule change between the
                                                    discriminatory because the benefits of                     pursuant to paragraph (A) of section                    Commission and any person, other than
                                                    the proposal on BOX are equally                            19(b)(3) of the Exchange Act 18 and Rule                those that may be withheld from the
                                                    available to all Participants.                             19b–4(f)(6) thereunder.19                               public in accordance with the
                                                       The Exchange believes this proposal                        (b) This proposed rule change does                   provisions of 5 U.S.C. 552, will be
                                                    will increase opportunities for                            not significantly affect the protection of              available for Web site viewing and
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    execution of Complex Orders and orders                     investors or the public interest, does not              printing in the Commission’s Public
                                                    on the BOX Book. Further, the Exchange                     impose any significant burden on
                                                    believes the proposed Extended cNBBO                       competition, and, by its terms, does not                  20 As required under Rule 19b–4(f)(6)(iii), the
                                                    will provide greater flexibility to                        become operative for 30 days after the                  Exchange provided the Commission with written
                                                    Participants trading Complex Orders on                     date of the filing, or such shorter time                notice of its intent to file the proposed rule change,
                                                    BOX. The Exchange also believes the                                                                                along with a brief description and the text of the
                                                                                                               as the Commission may designate if                      proposed rule change, at least five business days
                                                    proposal will provide additional                                                                                   prior to the date of filing of the proposed rule
                                                                                                                 18 15   U.S.C. 78s(b)(3)(A).                          change, or such shorter time as designated by the
                                                      17 15   U.S.C. 78f(b)(5).                                  19 17   CFR 240.19b–4(f)(6).                          Commission.



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                                                                                   Federal Register / Vol. 82, No. 116 / Monday, June 19, 2017 / Notices                                                     27925

                                                    Reference Room, 100 F Street NE.,                       managed exchange-traded funds for                       ETF (each, a ‘‘Fund’’ and, collectively,
                                                    Washington, DC 20549 on official                        which the portfolio is disclosed in                     the ‘‘Funds’’).
                                                    business days between the hours of                      accordance with standard mutual fund
                                                                                                                                                                    Proposed Listing Rules
                                                    10:00 a.m. and 3:00 p.m. Copies of such                 disclosure rules. In addition, the
                                                    filing also will be available for                       Exchange proposes to list and trade                        Proposed Rule 14.11(k)(1) provides
                                                    inspection and copying at the principal                 shares of the following under proposed                  that the Exchange will consider for
                                                    office of the Exchange. All comments                    Rule 14.11(k): ClearBridge Appreciation                 trading, whether by listing or pursuant
                                                    received will be posted without change;                 ETF; ClearBridge Large Cap ETF;                         to UTP, Managed Portfolio Shares that
                                                    the Commission does not edit personal                   ClearBridge MidCap Growth ETF;                          meet the criteria of Rule 14.11(k).
                                                    identifying information from                            ClearBridge Select ETF; and ClearBridge                    Proposed Rule 14.11(k)(2) provides
                                                    submissions. You should submit only                     All Cap Value ETF.                                      that Rule 14.11(k) is applicable only to
                                                    information that you wish to make                                                                               Managed Portfolio Shares and that,
                                                                                                               The text of the proposed rule change                 except to the extent inconsistent with
                                                    available publicly. All submissions                     is available at the Exchange’s Web site
                                                    should refer to File Number SR–BOX–                                                                             Rule 14.11(k), or unless the context
                                                                                                            at www.bats.com, at the principal office                otherwise requires, the rules and
                                                    2017–20, and should be submitted on or                  of the Exchange, and at the
                                                    before July 10, 2017.                                                                                           procedures of the Exchange’s Board of
                                                                                                            Commission’s Public Reference Room.                     Directors shall be applicable to the
                                                      For the Commission, by the Division of
                                                    Trading and Markets, pursuant to delegated              II. Self-Regulatory Organization’s                      trading on the Exchange of such
                                                    authority.21                                            Statement of the Purpose of, and                        securities. Proposed Rule 14.11(k)(2)
                                                    Eduardo A. Aleman,                                      Statutory Basis for, the Proposed Rule                  provides further that Managed Portfolio
                                                                                                            Change                                                  Shares are included within the
                                                    Assistant Secretary.
                                                                                                                                                                    definition of ‘‘security’’ or ‘‘securities’’
                                                    [FR Doc. 2017–12589 Filed 6–16–17; 8:45 am]               In its filing with the Commission, the                as such terms are used in the Rules of
                                                    BILLING CODE 8011–01–P                                  Exchange included statements                            the Exchange.
                                                                                                            concerning the purpose of and basis for                    Proposed Rule 14.11(k)(2)(A) provides
                                                                                                            the proposed rule change and discussed                  that the Exchange will file separate
                                                    SECURITIES AND EXCHANGE                                 any comments it received on the                         proposals under Section 19(b) of the Act
                                                    COMMISSION                                              proposed rule change. The text of these                 before the listing and trading of
                                                    [Release No. 34–80911; File No. SR–                     statements may be examined at the                       Managed Portfolio Shares. All
                                                    BatsBZX–2017–30]                                        places specified in Item IV below. The                  statements or representations contained
                                                                                                            Exchange has prepared summaries, set                    in such rule filing regarding (a) the
                                                    Self-Regulatory Organizations; Bats                     forth in Sections A, B, and C below, of                 description of the portfolio or reference
                                                    BZX Exchange, Inc.; Notice of Filing of                 the most significant parts of such                      asset, (b) limitations on portfolio
                                                    a Proposed Rule Change To Permit the                    statements.                                             holdings or reference assets, or (c) the
                                                    Listing and Trading of Managed                                                                                  applicability of Exchange listing rules
                                                    Portfolio Shares; and To List and                       (A) Self-Regulatory Organization’s
                                                                                                                                                                    specified in such rule filing will
                                                    Trade Shares of the Following Under                     Statement of the Purpose of, and
                                                                                                                                                                    constitute continued listing
                                                    Proposed Rule 14.11(k): ClearBridge                     Statutory Basis for, the Proposed Rule
                                                                                                                                                                    requirements. An issuer of such
                                                    Appreciation ETF; ClearBridge Large                     Change
                                                                                                                                                                    securities must notify the Exchange of
                                                    Cap ETF; ClearBridge MidCap Growth                      1. Purpose                                              any failure to comply with such
                                                    ETF; ClearBridge Select ETF; and                                                                                continued listing requirements.
                                                    ClearBridge All Cap Value ETF                              The Exchange proposes to add new                        Proposed Rule 14.11(k)(2)(B) provides
                                                                                                            Rule 14.11(k) for the purpose of                        that transactions in Managed Portfolio
                                                    June 13, 2017.                                          permitting the listing and trading, or                  Shares will occur only during Regular
                                                       Pursuant to Section 19(b)(1) of the                  trading pursuant to unlisted trading                    Trading Hours.4
                                                    Securities Exchange Act of 1934 (the                    privileges (‘‘UTP’’), of Managed                           Proposed Rule 14.11(k)(2)(C) provides
                                                    ‘‘Act’’),1 and Rule 19b–4 thereunder,2                  Portfolio Shares, which are securities                  that the Exchange will implement
                                                    notice is hereby given that on June 1,                  issued by an actively managed open-end                  written surveillance procedures for
                                                    2017, Bats BZX Exchange, Inc. (the                      investment management company.3 In                      Managed Portfolio Shares.
                                                    ‘‘Exchange’’ or ‘‘BZX’’) filed with the                 addition, the Exchange proposes to list                    Proposed Rule 14.11(k)(2)(D) provides
                                                    Securities and Exchange Commission                      and trade shares (‘‘Shares’’) of the                    that Authorized Participants (as defined
                                                    (‘‘Commission’’) the proposed rule                      following under proposed Rule 14.11(k):                 in the Investment Company’s Form N–
                                                    change as described in Items I and II                   ClearBridge Appreciation ETF;                           1A filed with the SEC) redeeming
                                                    below, which Items have been prepared                   ClearBridge Large Cap ETF; ClearBridge                  Managed Portfolio Shares will sign an
                                                    by the Exchange. The Commission is                      MidCap Growth ETF; ClearBridge Select                   agreement with an agent (‘‘Trusted
                                                    publishing this notice to solicit                       ETF; and ClearBridge All Cap Value                      Agent’’) to establish a confidential
                                                    comments on the proposed rule change                                                                            account for the benefit of such
                                                    from interested persons.                                   3 A Managed Portfolio Share is a security that       Authorized Participant that will receive
                                                    I. Self-Regulatory Organization’s                       represents an interest in an investment company         all consideration from the issuer in a
                                                                                                            registered under the Investment Company Act of          redemption. A Trusted Agent may not
                                                    Statement of the Terms of Substance of                  1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as
                                                    the Proposed Rule Change                                                                                        disclose the consideration received in a
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                                                                            an open-end investment company or similar entity
                                                                                                            that invests in a portfolio of securities selected by   redemption except as required by law or
                                                       The Exchange is proposing to adopt                   its investment adviser consistent with its              as provided in the Investment
                                                    new Rule 14.11(k) to permit the listing                 investment objectives and policies. In contrast, an     Company’s Form N–1A, as applicable.
                                                    and trading of Managed Portfolio                        open-end investment company that issues Index
                                                                                                                                                                       Proposed Rule 14.11(k)(2)(E) provides
                                                    Shares, which are shares of actively                    Fund Shares, listed and traded on the Exchange
                                                                                                            under Rule 14.11(c) (‘‘Index ETFs’’), seeks to          that, if the investment adviser to the
                                                                                                            provide investment results that correspond
                                                      21 17 CFR 200.30–3(a)(12).                            generally to the price and yield performance of a         4 As defined in Rule 1.5(w), the term ‘‘Regular
                                                      1 15 U.S.C. 78s(b)(1).                                specific foreign or domestic stock index, fixed         Trading Hours’’ means the time between 9:30 a.m.
                                                      2 17 CFR 240.19b–4.                                   income securities index or combination thereof.         and 4:00 p.m. Eastern Time.



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Document Created: 2017-06-17 01:48:18
Document Modified: 2017-06-17 01:48:18
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 27920 

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