83_FR_31331 83 FR 31203 - Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Extend the Pilot Period for the Retail Price Improvement Program Until December 31, 2018

83 FR 31203 - Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Extend the Pilot Period for the Retail Price Improvement Program Until December 31, 2018

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 128 (July 3, 2018)

Page Range31203-31205
FR Document2018-14284

Federal Register, Volume 83 Issue 128 (Tuesday, July 3, 2018)
[Federal Register Volume 83, Number 128 (Tuesday, July 3, 2018)]
[Notices]
[Pages 31203-31205]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-14284]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83539; File No. SR-BX-2018-026]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Extend the Pilot 
Period for the Retail Price Improvement Program Until December 31, 2018

June 28, 2018.
    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 21, 2018, Nasdaq BX, Inc. (``BX'' or ``Exchange''), filed with 
the Securities and Exchange Commission (``SEC'' or ``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to extend the pilot period for the Exchange's 
Retail Price Improvement (``RPI'') Program (the ``Program''), which is 
set to expire on June 30, 2018, for an additional period, to expire on 
December 31, 2018.
    The Exchange has designated July 1, 2018 as the date the proposed 
rule change becomes effective.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqbx.cchwallstreet.com/, at the principal office 
of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The purpose of this filing is to extend the pilot period of the RPI 
Program,\3\ currently scheduled to expire on June 30, 2018, for an 
additional period, to expire on December 31, 2018.
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    \3\ Securities Exchange Act Release No. 73702 (November 28, 
2014), 79 FR 72049 (December 4, 2014) (``RPI Approval Order'') (SR-
BX-2014-048).
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Background
    In November 2014, the Commission approved the RPI Program on a 
pilot basis.\4\ The Program is designed to attract retail order flow to 
the Exchange, and allow such order flow to receive potential price 
improvement. The Program is currently limited to trades occurring at 
prices equal to or greater than $1.00 per share. Under the Program, a 
new class of market participant called a Retail Member

[[Page 31204]]

Organization (``RMO'') is eligible to submit certain retail order flow 
(``Retail Orders'') \5\ to the Exchange. BX members (``Members'') are 
permitted to provide potential price improvement for Retail Orders in 
the form of non-displayed interest that is priced more aggressively 
than the Protected National Best Bid or Offer (``Protected NBBO'').\6\
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    \4\ See id.
    \5\ A ``Retail Order'' is defined in BX Rule 4780(a)(2) by 
referencing BX Rule 4702, and BX Rule 4702(b)(6) says it is an order 
type with a non-display order attribute submitted to the Exchange by 
a RMO. A Retail Order must be an agency order, or riskless principal 
order that satisfies the criteria of FINRA Rule 5320.03. The Retail 
Order must reflect trading interest of a natural person with no 
change made to the terms of the underlying order of the natural 
person with respect to price (except in the case of a market order 
that is changed to a marketable limit order) or side of market and 
that does not originate from a trading algorithm or any other 
computerized methodology.
    \6\ The term Protected Quotation is defined in Chapter XII, Sec. 
1(19) and has the same meaning as is set forth in Regulation NMS 
Rule 600(b)(58). The Protected NBBO is the best-priced protected bid 
and offer. Generally, the Protected NBBO and the national best bid 
and offer (``NBBO'') will be the same. However, a market center is 
not required to route to the NBBO if that market center is subject 
to an exception under Regulation NMS Rule 611(b)(1) or if such NBBO 
is otherwise not available for an automatic execution. In such case, 
the Protected NBBO would be the best-priced protected bid or offer 
to which a market center must route interest pursuant to Regulation 
NMS Rule 611.
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    The Program was approved by the Commission on a pilot basis running 
one-year from the date of implementation.\7\ The Commission approved 
the Program on November 28, 2014.\8\ The Exchange implemented the 
Program on December 1, 2014 and the pilot has since been extended for a 
one year period twice and for an additional six month period with it 
now scheduled to end on June 30, 2018.\9\
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    \7\ See RPI Approval Order, supra note 3 at 72053.
    \8\ Id. at 72049.
    \9\ See Securities Exchange Act Release No. 76490 (November 20, 
2015), 80 FR 74165 (November 27, 2015) (SR-BX-2015-073); Securities 
Exchange Act Release No. 79446 (December 1, 2016), 81 FR 88290 
(December 7, 2016) (SR-BX-2016-065); Securities Exchange Act Release 
No. 82192 (December 1, 2017), 82 FR 57809 (December 7, 2017) (SR-BX-
2017-055).
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Proposal To Extend the Operation of the Program
    The Exchange established the RPI Program in an attempt to attract 
retail order flow to the Exchange by potentially providing price 
improvement to such order flow. The Exchange believes that the Program 
promotes competition for retail order flow by allowing Exchange members 
to submit Retail Price Improvement Orders (``RPI Orders'') \10\ to 
interact with Retail Orders. Such competition has the ability to 
promote efficiency by facilitating the price discovery process and 
generating additional investor interest in trading securities, thereby 
promoting capital formation. The Exchange believes that extending the 
pilot is appropriate because it will allow the Exchange and the 
Commission additional time to analyze data regarding the Program that 
the Exchange has committed to provide.\11\ As such, the Exchange 
believes that it is appropriate to extend the current operation of the 
Program.\12\ Through this filing, the Exchange seeks to amend BX Rule 
4780(h) \13\ and extend the current pilot period of the Program until 
the earlier of approval of the filing to make the Program permanent or 
December 31, 2018.
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    \10\ A Retail Price Improvement Order is defined in BX Rule 
4780(a)(3) by referencing BX Rule 4702 and BX Rule 4702(b)(5) says 
that it is as an order type with a non-display order attribute that 
is held on the Exchange Book in order to provide liquidity at a 
price at least $0.001 better than the NBBO through a special 
execution process described in Rule 4780.
    \11\ See RPI Approval Order, supra note 3 at 72051.
    \12\ Concurrently with this filing, the Exchange has submitted a 
request for an extension of the exemption under Regulation NMS Rule 
612 previously granted by the Commission that permits it to accept 
and rank the RPI orders in sub-penny increments. See Letter from 
Jeffrey S. Davis, Vice President and Deputy General Counsel and 
Secretary, Nasdaq BX, Inc. to Eduardo A. Aleman, Assistant 
Secretary, Securities and Exchange Commission dated June 21, 2018.
    \13\ The Exchange notes that the proposed amendment to BX Rule 
4780(h) would amend the current version of BX Rule 4780(h), which 
the Exchange also proposes to amend as part of the Exchange's filing 
to make BX Rule 4780(h) permanent. See SR-BX-2018-025.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\14\ in general, and with 
Section 6(b)(5) of the Act,\15\ in particular, in that it is designed 
to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general to protect investors and the 
public interest.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f.
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that extending the pilot period for the RPI 
Program is consistent with these principles because the Program is 
reasonably designed to attract retail order flow to the exchange 
environment, while helping to ensure that retail investors benefit from 
the better price that liquidity providers are willing to give their 
orders. Additionally, as previously stated, the competition promoted by 
the Program may facilitate the price discovery process and potentially 
generate additional investor interest in trading securities. The 
extension of the pilot period will allow the Commission and the 
Exchange to continue to monitor the Program for its potential effects 
on public price discovery, and on the broader market structure.

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

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, as amended. The 
proposed rule change extends an established pilot program for an 
additional period, to expire on December 31, 2018, thus allowing the 
RPI Program to enhance competition for retail order flow and contribute 
to the public price discovery process.

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

    No written comments were either solicited or received.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \16\ and Rule 19b-4(f)(6) thereunder.\17\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act \18\ and Rule 19b-
4(f)(6) thereunder.\19\
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    \16\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \20\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\21\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative immediately. The Commission believes 
that waiving the 30-day operative delay is consistent with the 
protection of

[[Page 31205]]

investors and the public interest, because waiver would allow the pilot 
period to continue uninterrupted after its current expiration date of 
June 30, 2018, thereby avoiding any potential investor confusion that 
could result from temporary interruption in the Program. For this 
reason, the Commission hereby waives the 30-day operative delay and 
designates the proposal operative upon filing.\22\
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    \20\ 17 CFR 240.19b-4(f)(6).
    \21\ 17 CFR 240.19b-4(f)(6)(iii).
    \22\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f). In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's intent to file 
the proposed rule change, along with a brief description and 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. The Exchange did not provide this 
notice, and it has requested that the Commission waive the 
requirement for this proposed rule change in order to allow the 
Program to continue uninterrupted. The Exchange asserts this would 
benefit market participants and help to eliminate the potential for 
investor confusion. For the same reasons stated above with regard to 
the Commission's waiver of the 30-day operative delay, the 
Commission permits this proposed rule change to be filed without 
advanced written notice of the Exchange's intent to file.
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    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 change 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-BX-2018-026 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BX-2018-026. 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 website (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 website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal offices of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-BX-2018-026, and should be submitted on 
or before July 24, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12), (59).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-14284 Filed 7-2-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                 Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices                                                   31203

                                                with CBOE by offering a firm                             internet website (http://www.sec.gov/                   by the Exchange. The Commission is
                                                participation allocation with the same                   rules/sro.shtml). Copies of the                         publishing this notice to solicit
                                                eligibility size that CBOE currently                     submission, all subsequent                              comments on the proposed rule change
                                                offers. Additionally, the Commission                     amendments, all written statements                      from interested persons.
                                                notes that the proposed rule change is                   with respect to the proposed rule
                                                                                                         change that are filed with the                          I. Self-Regulatory Organization’s
                                                based on the current rules of CBOE 17
                                                                                                         Commission, and all written                             Statement of the Terms of Substance of
                                                and that it recently approved a similar
                                                                                                         communications relating to the                          the Proposed Rule Change
                                                rule change for the BOX Options
                                                Exchange LLC.18 As such, the                             proposed rule change between the                           The Exchange proposes to extend the
                                                Commission believes that waiving the                     Commission and any person, other than                   pilot period for the Exchange’s Retail
                                                30-day operative delay is consistent                     those that may be withheld from the                     Price Improvement (‘‘RPI’’) Program (the
                                                with the protection of investors and the                 public in accordance with the                           ‘‘Program’’), which is set to expire on
                                                public interest. Accordingly, the                        provisions of 5 U.S.C. 552, will be                     June 30, 2018, for an additional period,
                                                Commission waives the 30-day                             available for website viewing and                       to expire on December 31, 2018.
                                                operative delay and designates the                       printing in the Commission’s Public                        The Exchange has designated July 1,
                                                proposed rule change operative upon                      Reference Room, 100 F Street NE,                        2018 as the date the proposed rule
                                                filing.19                                                Washington, DC 20549, on official                       change becomes effective.
                                                   At any time within 60 days of the                     business days between the hours of                         The text of the proposed rule change
                                                filing of the proposed rule change, the                  10:00 a.m. and 3:00 p.m. Copies of the                  is available on the Exchange’s website at
                                                Commission summarily may                                 filing also will be available for                       http://nasdaqbx.cchwallstreet.com/, at
                                                temporarily suspend such rule change if                  inspection and copying at the principal                 the principal office of the Exchange, and
                                                it appears to the Commission that such                   office of the Exchange. All comments                    at the Commission’s Public Reference
                                                action is: (i) Necessary or appropriate in               received will be posted without change.                 Room.
                                                the public interest; (ii) for the protection             Persons submitting comments are                         II. Self-Regulatory Organization’s
                                                of investors; or (iii) otherwise in                      cautioned that we do not redact or edit
                                                                                                                                                                 Statement of the Purpose of, and
                                                furtherance of the purposes of the Act.                  personal identifying information from
                                                                                                                                                                 Statutory Basis for, the Proposed Rule
                                                If the Commission takes such action, the                 comment submissions. You should
                                                                                                                                                                 Change
                                                Commission shall institute proceedings                   submit only information that you wish
                                                to determine whether the proposed rule                   to make available publicly. All                            In its filing with the Commission, the
                                                should be approved or disapproved.                       submissions should refer to File                        Exchange included statements
                                                                                                         Number SR–Phlx–2018–48 and should                       concerning the purpose of and basis for
                                                IV. Solicitation of Comments                             be submitted on or before July 24, 2018.                the proposed rule change and discussed
                                                  Interested persons are invited to                        For the Commission, by the Division of
                                                                                                                                                                 any comments it received on the
                                                submit written data, views, and                          Trading and Markets, pursuant to delegated              proposed rule change. The text of these
                                                arguments concerning the foregoing,                      authority.20                                            statements may be examined at the
                                                including whether the proposed rule                      Eduardo A. Aleman,                                      places specified in Item IV below. The
                                                change is consistent with the Act.                       Assistant Secretary.                                    Exchange has prepared summaries, set
                                                Comments may be submitted by any of                      [FR Doc. 2018–14301 Filed 7–2–18; 8:45 am]
                                                                                                                                                                 forth in sections A, B, and C below, of
                                                the following methods:                                                                                           the most significant aspects of such
                                                                                                         BILLING CODE 8011–01–P
                                                                                                                                                                 statements.
                                                Electronic Comments
                                                                                                                                                                 A. Self-Regulatory Organization’s
                                                  • Use the Commission’s internet                        SECURITIES AND EXCHANGE                                 Statement of the Purpose of, and
                                                comment form (http://www.sec.gov/                        COMMISSION                                              Statutory Basis for, the Proposed Rule
                                                rules/sro.shtml); or
                                                  • Send an email to rule-comments@                      [Release No. 34–83539; File No. SR–BX–                  Change
                                                sec.gov. Please include File Number SR–                  2018–026]                                               1. Purpose
                                                Phlx–2018–48 on the subject line.                                                                                   The purpose of this filing is to extend
                                                                                                         Self-Regulatory Organizations; Nasdaq
                                                Paper Comments                                           BX, Inc.; Notice of Filing and                          the pilot period of the RPI Program,3
                                                  • Send paper comments in triplicate                    Immediate Effectiveness of Proposed                     currently scheduled to expire on June
                                                to Secretary, Securities and Exchange                    Rule Change To Extend the Pilot                         30, 2018, for an additional period, to
                                                Commission, 100 F Street NE,                             Period for the Retail Price                             expire on December 31, 2018.
                                                Washington, DC 20549–1090.                               Improvement Program Until December
                                                                                                                                                                 Background
                                                                                                         31, 2018
                                                All submissions should refer to File                                                                                In November 2014, the Commission
                                                Number SR–Phlx–2018–48. This file                        June 28, 2018.                                          approved the RPI Program on a pilot
                                                number should be included on the                            Pursuant to Section 19(b)(1) of the                  basis.4 The Program is designed to
                                                subject line if email is used. To help the               Securities Exchange Act of 1934                         attract retail order flow to the Exchange,
                                                Commission process and review your                       (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 and allow such order flow to receive
                                                comments more efficiently, please use                    notice is hereby given that on June 21,                 potential price improvement. The
                                                only one method. The Commission will                     2018, Nasdaq BX, Inc. (‘‘BX’’ or                        Program is currently limited to trades
                                                post all comments on the Commission’s                    ‘‘Exchange’’), filed with the Securities                occurring at prices equal to or greater
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                         and Exchange Commission (‘‘SEC’’ or                     than $1.00 per share. Under the
                                                  17 See  supra note 4.                                  ‘‘Commission’’) the proposed rule                       Program, a new class of market
                                                  18 See  Securities Exchange Act Release No. 82456      change as described in Items I and II                   participant called a Retail Member
                                                (January, 8, 2008), 83 FR 1651 (January 12, 2018)
                                                (SR–BOX–2017–33) (Approval Order).
                                                                                                         below, which Items have been prepared
                                                   19 For purposes only of waiving the 30-day                                                                      3 Securities Exchange Act Release No. 73702
                                                                                                              20 17 CFR 200.30–3(a)(12).
                                                operative delay, the Commission has considered the                                                               (November 28, 2014), 79 FR 72049 (December 4,
                                                                                                              1 15 U.S.C. 78s(b)(1).                             2014) (‘‘RPI Approval Order’’) (SR–BX–2014–048).
                                                proposed rule’s impact on efficiency, competition,
                                                and capital formation. See 15 U.S.C. 78c(f).                  2 17 CFR 240.19b–4.                                  4 See id.




                                           VerDate Sep<11>2014   17:07 Jul 02, 2018   Jkt 244001   PO 00000     Frm 00087   Fmt 4703   Sfmt 4703   E:\FR\FM\03JYN1.SGM   03JYN1


                                                31204                             Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices

                                                Organization (‘‘RMO’’) is eligible to                     Orders. Such competition has the ability                the Exchange to continue to monitor the
                                                submit certain retail order flow (‘‘Retail                to promote efficiency by facilitating the               Program for its potential effects on
                                                Orders’’) 5 to the Exchange. BX members                   price discovery process and generating                  public price discovery, and on the
                                                (‘‘Members’’) are permitted to provide                    additional investor interest in trading                 broader market structure.
                                                potential price improvement for Retail                    securities, thereby promoting capital
                                                                                                                                                                  B. Self-Regulatory Organization’s
                                                Orders in the form of non-displayed                       formation. The Exchange believes that
                                                                                                                                                                  Statement on Burden on Competition
                                                interest that is priced more aggressively                 extending the pilot is appropriate
                                                than the Protected National Best Bid or                   because it will allow the Exchange and                    The Exchange does not believe that
                                                Offer (‘‘Protected NBBO’’).6                              the Commission additional time to                       the proposed rule change will result in
                                                   The Program was approved by the                        analyze data regarding the Program that                 any burden on competition that is not
                                                Commission on a pilot basis running                       the Exchange has committed to                           necessary or appropriate in furtherance
                                                one-year from the date of                                 provide.11 As such, the Exchange                        of the purposes of the Act, as amended.
                                                implementation.7 The Commission                           believes that it is appropriate to extend               The proposed rule change extends an
                                                approved the Program on November 28,                      the current operation of the Program.12                 established pilot program for an
                                                2014.8 The Exchange implemented the                       Through this filing, the Exchange seeks                 additional period, to expire on
                                                Program on December 1, 2014 and the                       to amend BX Rule 4780(h) 13 and extend                  December 31, 2018, thus allowing the
                                                pilot has since been extended for a one                   the current pilot period of the Program                 RPI Program to enhance competition for
                                                year period twice and for an additional                   until the earlier of approval of the filing             retail order flow and contribute to the
                                                six month period with it now scheduled                    to make the Program permanent or                        public price discovery process.
                                                to end on June 30, 2018.9                                 December 31, 2018.                                      C. Self-Regulatory Organization’s
                                                Proposal To Extend the Operation of the                   2. Statutory Basis                                      Statement on Comments on the
                                                Program                                                                                                           Proposed Rule Change Received From
                                                                                                             The Exchange believes that the
                                                   The Exchange established the RPI                                                                               Members, Participants, or Others
                                                                                                          proposed rule change is consistent with
                                                Program in an attempt to attract retail                   the provisions of Section 6 of the Act,14                 No written comments were either
                                                order flow to the Exchange by                             in general, and with Section 6(b)(5) of                 solicited or received.
                                                potentially providing price                               the Act,15 in particular, in that it is                 III. Date of Effectiveness of the
                                                improvement to such order flow. The                       designed to promote just and equitable                  Proposed Rule Change and Timing for
                                                Exchange believes that the Program                        principles of trade, to remove                          Commission Action
                                                promotes competition for retail order                     impediments to and perfect the
                                                flow by allowing Exchange members to                      mechanism of a free and open market                        The Exchange has filed the proposed
                                                submit Retail Price Improvement Orders                    and a national market system, and, in                   rule change pursuant to Section
                                                (‘‘RPI Orders’’) 10 to interact with Retail               general to protect investors and the                    19(b)(3)(A)(iii) of the Act 16 and Rule
                                                                                                          public interest.                                        19b–4(f)(6) thereunder.17 Because the
                                                  5 A ‘‘Retail Order’’ is defined in BX Rule                 The Exchange believes that extending                 proposed rule change does not: (i)
                                                4780(a)(2) by referencing BX Rule 4702, and BX            the pilot period for the RPI Program is                 Significantly affect the protection of
                                                Rule 4702(b)(6) says it is an order type with a non-                                                              investors or the public interest; (ii)
                                                display order attribute submitted to the Exchange
                                                                                                          consistent with these principles because
                                                by a RMO. A Retail Order must be an agency order,         the Program is reasonably designed to                   impose any significant burden on
                                                or riskless principal order that satisfies the criteria   attract retail order flow to the exchange               competition; and (iii) become operative
                                                of FINRA Rule 5320.03. The Retail Order must              environment, while helping to ensure                    for 30 days from the date on which it
                                                reflect trading interest of a natural person with no                                                              was filed, or such shorter time as the
                                                change made to the terms of the underlying order          that retail investors benefit from the
                                                of the natural person with respect to price (except       better price that liquidity providers are               Commission may designate, if
                                                in the case of a market order that is changed to a        willing to give their orders.                           consistent with the protection of
                                                marketable limit order) or side of market and that        Additionally, as previously stated, the                 investors and the public interest, the
                                                does not originate from a trading algorithm or any                                                                proposed rule change has become
                                                other computerized methodology.                           competition promoted by the Program
                                                  6 The term Protected Quotation is defined in            may facilitate the price discovery                      effective pursuant to Section 19(b)(3)(A)
                                                Chapter XII, Sec. 1(19) and has the same meaning          process and potentially generate                        of the Act 18 and Rule 19b–4(f)(6)
                                                as is set forth in Regulation NMS Rule 600(b)(58).        additional investor interest in trading                 thereunder.19
                                                The Protected NBBO is the best-priced protected
                                                                                                          securities. The extension of the pilot                     A proposed rule change filed under
                                                bid and offer. Generally, the Protected NBBO and                                                                  Rule 19b–4(f)(6) 20 normally does not
                                                the national best bid and offer (‘‘NBBO’’) will be the    period will allow the Commission and
                                                same. However, a market center is not required to
                                                                                                                                                                  become operative prior to 30 days after
                                                route to the NBBO if that market center is subject        at a price at least $0.001 better than the NBBO         the date of the filing. However, pursuant
                                                to an exception under Regulation NMS Rule                 through a special execution process described in        to Rule 19b–4(f)(6)(iii),21 the
                                                611(b)(1) or if such NBBO is otherwise not available      Rule 4780.                                              Commission may designate a shorter
                                                for an automatic execution. In such case, the                11 See RPI Approval Order, supra note 3 at 72051.
                                                Protected NBBO would be the best-priced protected
                                                                                                                                                                  time if such action is consistent with the
                                                                                                             12 Concurrently with this filing, the Exchange has
                                                bid or offer to which a market center must route          submitted a request for an extension of the
                                                                                                                                                                  protection of investors and the public
                                                interest pursuant to Regulation NMS Rule 611.             exemption under Regulation NMS Rule 612                 interest. The Exchange has asked the
                                                  7 See RPI Approval Order, supra note 3 at 72053.
                                                                                                          previously granted by the Commission that permits       Commission to waive the 30-day
                                                  8 Id. at 72049.
                                                                                                          it to accept and rank the RPI orders in sub-penny       operative delay so that the proposed
                                                  9 See Securities Exchange Act Release No. 76490         increments. See Letter from Jeffrey S. Davis, Vice
                                                                                                          President and Deputy General Counsel and
                                                                                                                                                                  rule change may become operative
                                                (November 20, 2015), 80 FR 74165 (November 27,
                                                2015) (SR–BX–2015–073); Securities Exchange Act           Secretary, Nasdaq BX, Inc. to Eduardo A. Aleman,        immediately. The Commission believes
                                                Release No. 79446 (December 1, 2016), 81 FR 88290         Assistant Secretary, Securities and Exchange            that waiving the 30-day operative delay
sradovich on DSK3GMQ082PROD with NOTICES




                                                (December 7, 2016) (SR–BX–2016–065); Securities           Commission dated June 21, 2018.                         is consistent with the protection of
                                                Exchange Act Release No. 82192 (December 1,                  13 The Exchange notes that the proposed

                                                2017), 82 FR 57809 (December 7, 2017) (SR–BX–             amendment to BX Rule 4780(h) would amend the             16 15
                                                                                                          current version of BX Rule 4780(h), which the                  U.S.C. 78s(b)(3)(A)(iii).
                                                2017–055).
                                                                                                                                                                   17 17 CFR 240.19b–4(f)(6).
                                                  10 A Retail Price Improvement Order is defined in       Exchange also proposes to amend as part of the
                                                                                                                                                                   18 15 U.S.C. 78s(b)(3)(A).
                                                BX Rule 4780(a)(3) by referencing BX Rule 4702            Exchange’s filing to make BX Rule 4780(h)
                                                                                                          permanent. See SR–BX–2018–025.                           19 17 CFR 240.19b–4(f)(6).
                                                and BX Rule 4702(b)(5) says that it is as an order
                                                                                                             14 15 U.S.C. 78f.                                     20 17 CFR 240.19b–4(f)(6).
                                                type with a non-display order attribute that is held
                                                on the Exchange Book in order to provide liquidity           15 15 U.S.C. 78f(b)(5).                               21 17 CFR 240.19b–4(f)(6)(iii).




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                                                                                 Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices                                                    31205

                                                investors and the public interest,                       number should be included on the                             The General Counsel of the
                                                because waiver would allow the pilot                     subject line if email is used. To help the                Commission, or his designee, has
                                                period to continue uninterrupted after                   Commission process and review your                        certified that, in his opinion, one or
                                                its current expiration date of June 30,                  comments more efficiently, please use                     more of the exemptions set forth in 5
                                                2018, thereby avoiding any potential                     only one method. The Commission will                      U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B)
                                                investor confusion that could result                     post all comments on the Commission’s                     and (10) and 17 CFR 200.402(a)(3),
                                                from temporary interruption in the                       internet website (http://www.sec.gov/                     (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and
                                                Program. For this reason, the                            rules/sro.shtml). Copies of the                           (a)(10), permit consideration of the
                                                Commission hereby waives the 30-day                      submission, all subsequent                                scheduled matters at the closed meeting.
                                                operative delay and designates the                       amendments, all written statements                           Commissioner Stein, as duty officer,
                                                proposal operative upon filing.22                        with respect to the proposed rule                         voted to consider the items listed for the
                                                   At any time within 60 days of the                     change that are filed with the                            closed meeting in closed session.
                                                filing of the proposed rule change, the                  Commission, and all written                                  The subject matters of the closed
                                                Commission summarily may                                 communications relating to the                            meeting will be:
                                                temporarily suspend such rule change if                  proposed rule change between the                             Institution and settlement of
                                                it appears to the Commission that such                   Commission and any person, other than
                                                action is necessary or appropriate in the                                                                          injunctive actions;
                                                                                                         those that may be withheld from the                          Institution and settlement of
                                                public interest, for the protection of                   public in accordance with the
                                                investors, or otherwise in furtherance of                                                                          administrative proceedings;
                                                                                                         provisions of 5 U.S.C. 552, will be
                                                the purposes of the Act. If the                                                                                       Resolution of litigation claims; and
                                                                                                         available for website viewing and
                                                Commission takes such action, the                        printing in the Commission’s Public                          Other matters relating to enforcement
                                                Commission shall institute proceedings                   Reference Room, 100 F Street NE,                          proceedings.
                                                to determine whether the proposed rule                   Washington, DC 20549 on official                             At times, changes in Commission
                                                change should be approved or                             business days between the hours of                        priorities require alterations in the
                                                disapproved.                                             10:00 a.m. and 3:00 p.m. Copies of the                    scheduling of meeting items.
                                                IV. Solicitation of Comments                             filing also will be available for                         CONTACT PERSON FOR MORE INFORMATION:
                                                                                                         inspection and copying at the principal                   For further information and to ascertain
                                                  Interested persons are invited to
                                                                                                         offices of the Exchange. All comments                     what, if any, matters have been added,
                                                submit written data, views, and
                                                                                                         received will be posted without change.                   deleted or postponed; please contact
                                                arguments concerning the foregoing,
                                                                                                         Persons submitting comments are                           Brent J. Fields from the Office of the
                                                including whether the proposed rule
                                                                                                         cautioned that we do not redact or edit                   Secretary at (202) 551–5400.
                                                change is consistent with the Act.
                                                Comments may be submitted by any of                      personal identifying information from                       Dated: June 28, 2018.
                                                the following methods:                                   comment submissions. You should                           Brent J. Fields,
                                                                                                         submit only information that you wish
                                                Electronic Comments                                                                                                Secretary.
                                                                                                         to make available publicly. All
                                                                                                                                                                   [FR Doc. 2018–14392 Filed 6–29–18; 11:15 am]
                                                  • Use the Commission’s internet                        submissions should refer to File
                                                                                                         Number SR–BX–2018–026, and should                         BILLING CODE 8011–01–P
                                                comment form (http://www.sec.gov/
                                                rules/sro.shtml); or                                     be submitted on or before July 24, 2018.
                                                  • Send an email to rule-comments@                        For the Commission, by the Division of                  SECURITIES AND EXCHANGE
                                                sec.gov. Please include File Number SR–                  Trading and Markets, pursuant to delegated                COMMISSION
                                                BX–2018–026 on the subject line.                         authority.23
                                                Paper Comments                                           Eduardo A. Aleman,
                                                                                                                                                                   [Release No. 34–83532; File No. SR–
                                                                                                         Assistant Secretary.
                                                  • Send paper comments in triplicate                                                                              NYSEAMER–2018–32]
                                                                                                         [FR Doc. 2018–14284 Filed 7–2–18; 8:45 am]
                                                to Secretary, Securities and Exchange
                                                Commission, 100 F Street NE,                             BILLING CODE 8011–01–P                                    Self-Regulatory Organizations; NYSE
                                                Washington, DC 20549–1090.                                                                                         American LLC; Notice of Filing and
                                                                                                                                                                   Immediate Effectiveness of Proposed
                                                All submissions should refer to File                     SECURITIES AND EXCHANGE                                   Change To Modify the NYSE American
                                                Number SR–BX–2018–026. This file                         COMMISSION                                                Options Fee Schedule
                                                  22 For purposes only of waiving the 30-day
                                                                                                         Sunshine Act Meetings                                     June 28, 2018.
                                                operative delay, the Commission has considered the
                                                proposed rule’s impact on efficiency, competition,                                                                    Pursuant to Section 19(b)(1) 1 of the
                                                and capital formation. See 15 U.S.C. 78c(f). In          TIME AND DATE:           2:00 p.m. on Thursday,           Securities Exchange Act of 1934 (the
                                                addition, Rule 19b–4(f)(6)(iii) requires the Exchange    July 5, 2018.                                             ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                to give the Commission written notice of the
                                                Exchange’s intent to file the proposed rule change,      PLACE:  Closed Commission Hearing,                        notice is hereby given that, on June 20,
                                                along with a brief description and text of the           Room 10800.                                               2018, NYSE American LLC (the
                                                proposed rule change, at least five business days                                                                  ‘‘Exchange’’ or ‘‘NYSE American’’) filed
                                                prior to the date of filing of the proposed rule         STATUS: This meeting will be closed to
                                                                                                                                                                   with the Securities and Exchange
                                                change, or such shorter time as designated by the        the public.
                                                Commission. The Exchange did not provide this                                                                      Commission (the ‘‘Commission’’) the
                                                notice, and it has requested that the Commission         MATTERS TO BE CONSIDERED:                                 proposed rule change as described in
                                                waive the requirement for this proposed rule             Commissioners, Counsel to the
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                                   Items I, II, and III below, which Items
                                                change in order to allow the Program to continue         Commissioners, the Secretary to the
                                                uninterrupted. The Exchange asserts this would
                                                                                                                                                                   have been prepared by the self-
                                                benefit market participants and help to eliminate        Commission, and recording secretaries                     regulatory organization. The
                                                the potential for investor confusion. For the same       will attend the closed meeting. Certain                   Commission is publishing this notice to
                                                reasons stated above with regard to the                  staff members who have an interest in
                                                Commission’s waiver of the 30-day operative delay,       the matters also may be present.                            1 15 U.S.C.78s(b)(1).
                                                the Commission permits this proposed rule change
                                                                                                                                                                     2 15 U.S.C. 78a.
                                                to be filed without advanced written notice of the
                                                Exchange’s intent to file.                                    23 17   CFR 200.30–3(a)(12), (59).                     3 17 CFR 240.19b–4.




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Document Created: 2018-07-02 23:55:51
Document Modified: 2018-07-02 23:55:51
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 Citation83 FR 31203 

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