83_FR_50619 83 FR 50425 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to the Minimum Quantity Order Attribute

83 FR 50425 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to the Minimum Quantity Order Attribute

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 194 (October 5, 2018)

Page Range50425-50427
FR Document2018-21679

Federal Register, Volume 83 Issue 194 (Friday, October 5, 2018)
[Federal Register Volume 83, Number 194 (Friday, October 5, 2018)]
[Notices]
[Pages 50425-50427]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-21679]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84328; File No. SR-NASDAQ-2018-077]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to 
the Minimum Quantity Order Attribute

October 1, 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 September 19, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``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 
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 specify that an Order with a Minimum 
Quantity Order Attribute is ineligible to participate in the Nasdaq 
Opening, Halt or Closing Crosses and is not included in the calculation 
of the Cross price.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaq.cchwallstreet.com, at the principal office of 
the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange is proposing to specify that an Order \3\ with a 
Minimum Quantity Order Attribute \4\ is ineligible to participate in 
the Nasdaq Opening,\5\ Halt \6\ or Closing \7\ Crosses (collectively, 
the ``Nasdaq Crosses'') and is not included in the calculation of the 
Cross price. Minimum Quantity is an Order Attribute that allows a 
Participant to provide that an Order will not execute unless a 
specified minimum quantity of shares can be obtained. In 2011, the 
Exchange amended its rules concerning the Minimum Quantity Order 
Attribute to remove a restriction from the rule, which only allowed 
Orders with a Minimum Quantity Order Attribute to immediately 
execute.\8\ Thus, the proposed change allowed an Order with a Minimum 
Quantity Order Attribute to post to the Nasdaq Book \9\ if it is not 
able to execute immediately and, once posted to the Nasdaq Book, the 
Order would execute if an incoming Order that is marketable against it 
would satisfy its minimum quantity requirement.\10\ In proposing the 
new Order Attribute, the Exchange did not address participation of the 
Order Attribute in the Nasdaq Crosses; however, it never intended for 
Orders with a Minimum Quantity Order Attribute to participate in any of 
the Nasdaq Crosses. The Minimum Quantity Order Attribute allows market 
participants avoid transacting with smaller Orders that they believe

[[Page 50426]]

ultimately increase the cost of the transaction. In particular, if a 
market participant that seeks to execute a large number of shares is 
able to execute in larger sizes, the contra-party to the execution is 
less likely to be a participant that reacts to short term changes in 
the stock price. As such, the price impact to the stock could be less 
acute when larger individual executions are obtained by the market 
participant. The Minimum Quantity Order Attribute is also designed to 
give a participant flexibility in whether its Order will receive 
partial executions in a volatile market. Because the Nasdaq Crosses 
offer a controlled price discovery process, flexibility and avoidance 
of small-sized executions is not required. In proposing the Minimum 
Quantity Order Attribute amendments in 2011, Nasdaq stated:

    \3\ The term ``Order'' means an instruction to trade a specified 
number of shares in a specified System Security submitted to the 
Nasdaq Market Center by a Participant. An ``Order Type'' is a 
standardized set of instructions associated with an Order that 
define how it will behave with respect to pricing, execution, and/or 
posting to the Nasdaq Book when submitted to Nasdaq. An ``Order 
Attribute'' is a further set of variable instructions that may be 
associated with an Order to further define how it will behave with 
respect to pricing, execution, and/or posting to the Nasdaq Book 
when submitted to Nasdaq. The available Order Types and Order 
Attributes, and the Order Attributes that may be associated with 
particular Order Types, are described in Rules 4702 and 4703. One or 
more Order Attributes may be assigned to a single Order; provided, 
however, that if the use of multiple Order Attributes would provide 
contradictory instructions to an Order, the System will reject the 
Order or remove non-conforming Order Attributes. See Rule 4701(e).
    \4\ Id.
    \5\ See Rule 4752.
    \6\ See Rule 4753.
    \7\ See Rule 4754.
    \8\ See Securities Exchange Act Release No. 65536 (October 12, 
2011), 76 FR 64411 (October 18, 2011) (SR-NASDAQ-2011-140).
    \9\ See Rule 4701(a)(1).
    \10\ See note 8, supra.

    A Minimum Quantity Order provides a means by which a market 
participant may avoid partial executions of orders at sizes that it 
considers inadequate to achieve its purposes. For example, a market 
participant seeking to sell a large position in a trading session 
with high volatility may use the order type to avoid selling only a 
small portion of the order at the price it considers acceptable.\11\
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    \11\ See note 8, supra at 64412.

Consequently, use of the Minimum Quantity Order Attribute outside of 
the continuous market is inconsistent with the purpose of this Order 
Attribute. Upon adoption of the Minimum Quantity Order Attribute 
amendments in 2011, the Exchange also clearly notified market 
participants via an Equity Trader Alert that Orders with a Minimum 
Quantity Order Attribute are ineligible to participate in the Nasdaq 
Crosses.\12\
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    \12\ Specifically, the Exchange provided a series of FAQ's, 
which included the following: ``Can orders with Minimum Quantity 
instructions participate in auctions (i.e. open, halt, close)? No, 
orders with MinQty instructions will not participate in auctions 
(i.e. open, halt, close).'' See Nasdaq Equity Trader Alert #2011-51 
(available at: http://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2011-51).
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    In light of this ambiguity in the Rules,\13\ the Exchange is 
proposing to specify that an Order with a Minimum Quantity Order 
Attribute is ineligible to participate in the Nasdaq Opening, Halt or 
Closing Crosses and is not included in the calculation of the Cross 
price.\14\
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    \13\ Notwithstanding the ambiguity in the Rules, no market 
participant has requested participation of their Orders with a 
Minimum Quantity Order Attribute in any of the Nasdaq Crosses.
    \14\ The Exchange notes that it recently identified an issue 
with the handling of Orders with a Minimum Quantity Order Attribute, 
which allowed such Orders to participate in the Crosses but they 
were not included in the calculation of the Cross price. See Nasdaq 
Market System Status Alert, August 24, 2018 and August 30, 2018 
(available at: http://www.nasdaqtrader.com/Trader.aspx?id=MarketSystemStatusSearch). The Exchange further notes 
that neither the Rules concerning the Nasdaq Crosses nor the Minimum 
Quantity Rule addressed participation of Minimum Quantity Orders in 
the Nasdaq Crosses. To make the treatment consistent with the 
Exchange's original intent when implementing the new Order 
Attribute, the Exchange has determined to exclude Orders with a 
Minimum Quantity Order Attribute from both the calculation of the 
Cross price (which is currently the case) and possible execution in 
the Nasdaq Crosses. The Exchange is correcting the issue concurrent 
with the implementation of this proposed rule change.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\15\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\16\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest, by specifying in its rules that an Order with a Minimum 
Quantity Order Attribute may not participate in the Nasdaq Crosses and 
is not included in the calculation of the Cross price. As described 
above, the Minimum Quantity Order Attribute allows market participants 
to avoid transacting with smaller Orders that they believe ultimately 
increase the cost of the transaction, particularly if they have a large 
number of shares to be executed. As such, the price impact to the stock 
could be less acute when larger individual executions are obtained by 
the market participant. The Minimum Quantity Order Attribute is also 
designed to give a participant flexibility in whether its Order will 
receive partial executions in a volatile market. Because the Nasdaq 
Crosses offer a controlled price discovery process, flexibility and 
avoidance of small-sized executions is not required. The Exchange notes 
that no market participant has requested participation of their Orders 
with a Minimum Quantity Order Attribute in any of the Nasdaq Crosses. 
The proposed change will further perfect the Exchange's rules and 
protect investors and the public interest by avoiding any confusion 
caused by vague rules. Adding specificity to the rules with respect to 
Orders with a Minimum Quantity Order Attribute will ensure that the 
rule concerning this Order Attribute is consistent with the Exchange's 
intent upon its adoption.\17\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ See note 12, supra.
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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. Rather, the proposed rule 
change makes the Exchange's rules more specific by explicitly stating 
that an Order with a Minimum Quantity Order Attribute is ineligible to 
participate in the Nasdaq Opening, Halt or Closing Crosses and is not 
included in the calculation of the Cross price, which will enhance 
market participants' understanding of the operation of Orders with a 
Minimum Quantity Order Attribute in the Nasdaq Crosses. Moreover, the 
proposed change is consistent with the intent of the Order Attribute. 
As described above, the Minimum Quantity Order Attribute is designed to 
help market participants reduce costs of executing large-sized Orders, 
which otherwise may execute in many small transactions, each 
potentially increasing the price of the transaction. The Nasdaq Crosses 
provide a controlled price discovery process, in which the control and 
flexibility of the Minimum Quantity Order Attribute is not needed. The 
Exchange notes that no market participant has requested participation 
of the Minimum Quantity Order Attribute in any of the Nasdaq Crosses. 
Accordingly, the proposed rule change does not implicate competition 
whatsoever.

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

    No written comments were either solicited or received.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \18\ and Rule 19b-
4(f)(6) thereunder.\19\
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.

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[[Page 50427]]

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \20\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \21\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has requested that the Commission waive the 30-day operative delay so 
that the proposed rule change may become operative upon filing. Waiver 
of the operative delay would allow the Exchange to promptly amend its 
rule to exclude Orders with a Minimum Quantity Order Attribute from the 
Nasdaq Crosses and Cross price calculations,\22\ and promptly implement 
system changes in accordance with the rule. The Commission believes 
that waiver of the 30-day operative delay is consistent with the 
protection of investors and the public interest. Accordingly, the 
Commission hereby waives the operative delay and designates the 
proposed rule change operative upon filing.\23\
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    \20\ 17 CFR 240.19b-4(f)(6).
    \21\ 17 CFR 240.19b-4(f)(6)(iii).
    \22\ According to the Exchange, no market participant has 
requested participation of the Minimum Quantity Order Attribute in 
any of the Nasdaq Crosses.
    \23\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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 rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2018-077 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2018-077. 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 office 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-NASDAQ-2018-077, and should be submitted 
on or before October 26, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21679 Filed 10-4-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 83, No. 194 / Friday, October 5, 2018 / Notices                                                    50425

                                               Comments may be submitted by any of                       SECURITIES AND EXCHANGE                                A. Self-Regulatory Organization’s
                                               the following methods:                                    COMMISSION                                             Statement of the Purpose of, and
                                                                                                                                                                Statutory Basis for, the Proposed Rule
                                               Electronic Comments                                                                                              Change
                                                                                                         [Release No. 34–84328; File No. SR–
                                                 • Use the Commission’s internet                         NASDAQ–2018–077]                                       1. Purpose
                                               comment form (http://www.sec.gov/
                                                                                                                                                                   The Exchange is proposing to specify
                                               rules/sro.shtml); or                                      Self-Regulatory Organizations; The
                                                                                                                                                                that an Order 3 with a Minimum
                                                 • Send an email to rule-comments@                       Nasdaq Stock Market LLC; Notice of
                                                                                                                                                                Quantity Order Attribute 4 is ineligible
                                               sec.gov. Please include File Number SR–                   Filing and Immediate Effectiveness of                  to participate in the Nasdaq Opening,5
                                               BOX–2018–33 on the subject line.                          Proposed Rule Change to the Minimum                    Halt 6 or Closing 7 Crosses (collectively,
                                                                                                         Quantity Order Attribute                               the ‘‘Nasdaq Crosses’’) and is not
                                               Paper Comments
                                                                                                         October 1, 2018.                                       included in the calculation of the Cross
                                                 • Send paper comments in triplicate                                                                            price. Minimum Quantity is an Order
                                               to Secretary, Securities and Exchange                        Pursuant to Section 19(b)(1) of the                 Attribute that allows a Participant to
                                               Commission, 100 F Street NE,                              Securities Exchange Act of 1934                        provide that an Order will not execute
                                               Washington, DC 20549–1090.                                (‘‘Act’’),1 and Rule 19b–4 thereunder,2                unless a specified minimum quantity of
                                                                                                         notice is hereby given that on                         shares can be obtained. In 2011, the
                                               All submissions should refer to File                      September 19, 2018, The Nasdaq Stock                   Exchange amended its rules concerning
                                               Number SR–BOX–2018–33. This file                          Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)                the Minimum Quantity Order Attribute
                                               number should be included on the                          filed with the Securities and Exchange                 to remove a restriction from the rule,
                                               subject line if email is used. To help the                Commission (‘‘Commission’’) the                        which only allowed Orders with a
                                               Commission process and review your                                                                               Minimum Quantity Order Attribute to
                                                                                                         proposed rule change as described in
                                               comments more efficiently, please use                                                                            immediately execute.8 Thus, the
                                                                                                         Items I and II below, which Items have
                                               only one method. The Commission will                                                                             proposed change allowed an Order with
                                                                                                         been prepared by the Exchange. The
                                               post all comments on the Commission’s                                                                            a Minimum Quantity Order Attribute to
                                               internet website (http://www.sec.gov/                     Commission is publishing this notice to
                                                                                                         solicit comments on the proposed rule                  post to the Nasdaq Book 9 if it is not able
                                               rules/sro.shtml). Copies of the                                                                                  to execute immediately and, once
                                               submission, all subsequent                                change from interested persons.
                                                                                                                                                                posted to the Nasdaq Book, the Order
                                               amendments, all written statements                        I. Self-Regulatory Organization’s                      would execute if an incoming Order that
                                               with respect to the proposed rule                         Statement of the Terms of Substance of                 is marketable against it would satisfy its
                                               change that are filed with the                            the Proposed Rule Change                               minimum quantity requirement.10 In
                                               Commission, and all written                                                                                      proposing the new Order Attribute, the
                                               communications relating to the                               The Exchange proposes to specify that               Exchange did not address participation
                                               proposed rule change between the                          an Order with a Minimum Quantity                       of the Order Attribute in the Nasdaq
                                               Commission and any person, other than                     Order Attribute is ineligible to                       Crosses; however, it never intended for
                                               those that may be withheld from the                       participate in the Nasdaq Opening, Halt                Orders with a Minimum Quantity Order
                                               public in accordance with the                             or Closing Crosses and is not included                 Attribute to participate in any of the
                                               provisions of 5 U.S.C. 552, will be                       in the calculation of the Cross price.                 Nasdaq Crosses. The Minimum Quantity
                                               available for website viewing and                                                                                Order Attribute allows market
                                               printing in the Commission’s Public                          The text of the proposed rule change
                                                                                                         is available on the Exchange’s website at              participants avoid transacting with
                                               Reference Room, 100 F Street NE,                                                                                 smaller Orders that they believe
                                               Washington, DC 20549 on official                          http://nasdaq.cchwallstreet.com, at the
                                               business days between the hours of                        principal office of the Exchange, and at                  3 The term ‘‘Order’’ means an instruction to trade

                                               10:00 a.m. and 3:00 p.m. Copies of such                   the Commission’s Public Reference                      a specified number of shares in a specified System
                                               filing also will be available for                         Room.                                                  Security submitted to the Nasdaq Market Center by
                                                                                                                                                                a Participant. An ‘‘Order Type’’ is a standardized
                                               inspection and copying at the principal                   II. Self-Regulatory Organization’s                     set of instructions associated with an Order that
                                               office of the Exchange. All comments                      Statement of the Purpose of, and                       define how it will behave with respect to pricing,
                                               received will be posted without change.                   Statutory Basis for, the Proposed Rule
                                                                                                                                                                execution, and/or posting to the Nasdaq Book when
                                               Persons submitting comments are                                                                                  submitted to Nasdaq. An ‘‘Order Attribute’’ is a
                                                                                                         Change                                                 further set of variable instructions that may be
                                               cautioned that we do not redact or edit                                                                          associated with an Order to further define how it
                                               personal identifying information from                       In its filing with the Commission, the               will behave with respect to pricing, execution, and/
                                               comment submissions. You should                           Exchange included statements                           or posting to the Nasdaq Book when submitted to
                                               submit only information that you wish                                                                            Nasdaq. The available Order Types and Order
                                                                                                         concerning the purpose of and basis for                Attributes, and the Order Attributes that may be
                                               to make available publicly. All                           the proposed rule change and discussed                 associated with particular Order Types, are
                                               submissions should refer to File                          any comments it received on the                        described in Rules 4702 and 4703. One or more
                                               Number SR–BOX–2018–33, and should                         proposed rule change. The text of these
                                                                                                                                                                Order Attributes may be assigned to a single Order;
                                               be submitted on or before October 26,                                                                            provided, however, that if the use of multiple Order
                                                                                                         statements may be examined at the                      Attributes would provide contradictory instructions
                                               2018.
                                                                                                         places specified in Item IV below. The                 to an Order, the System will reject the Order or
                                                 For the Commission, by the Division of                                                                         remove non-conforming Order Attributes. See Rule
                                                                                                         Exchange has prepared summaries, set                   4701(e).
                                               Trading and Markets, pursuant to delegated                forth in sections A, B, and C below, of                   4 Id.
                                               authority.11
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                         the most significant aspects of such                      5 See Rule 4752.
                                               Eduardo A. Aleman,                                        statements.                                               6 See Rule 4753.

                                               Assistant Secretary.                                                                                                7 See Rule 4754.
                                                                                                                                                                   8 See Securities Exchange Act Release No. 65536
                                               [FR Doc. 2018–21683 Filed 10–4–18; 8:45 am]
                                                                                                                                                                (October 12, 2011), 76 FR 64411 (October 18, 2011)
                                               BILLING CODE 8011–01–P                                                                                           (SR–NASDAQ–2011–140).
                                                                                                           1 15   U.S.C. 78s(b)(1).                                9 See Rule 4701(a)(1).
                                                 11 17   CFR 200.30–3(a)(12).                              2 17   CFR 240.19b–4.                                   10 See note 8, supra.




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                                               50426                              Federal Register / Vol. 83, No. 194 / Friday, October 5, 2018 / Notices

                                               ultimately increase the cost of the                         2. Statutory Basis                                    B. Self-Regulatory Organization’s
                                               transaction. In particular, if a market                                                                           Statement on Burden on Competition
                                               participant that seeks to execute a large                      The Exchange believes that its
                                                                                                           proposal is consistent with Section 6(b)                 The Exchange does not believe that
                                               number of shares is able to execute in                                                                            the proposed rule change will impose
                                               larger sizes, the contra-party to the                       of the Act,15 in general, and furthers the
                                                                                                                                                                 any burden on competition not
                                               execution is less likely to be a                            objectives of Section 6(b)(5) of the Act,16
                                                                                                                                                                 necessary or appropriate in furtherance
                                               participant that reacts to short term                       in particular, in that it is designed to
                                                                                                                                                                 of the purposes of the Act. Rather, the
                                               changes in the stock price. As such, the                    promote just and equitable principles of              proposed rule change makes the
                                               price impact to the stock could be less                     trade, to remove impediments to and                   Exchange’s rules more specific by
                                               acute when larger individual executions                     perfect the mechanism of a free and                   explicitly stating that an Order with a
                                               are obtained by the market participant.                     open market and a national market                     Minimum Quantity Order Attribute is
                                               The Minimum Quantity Order Attribute                        system, and, in general to protect                    ineligible to participate in the Nasdaq
                                               is also designed to give a participant                      investors and the public interest, by                 Opening, Halt or Closing Crosses and is
                                               flexibility in whether its Order will                       specifying in its rules that an Order with            not included in the calculation of the
                                               receive partial executions in a volatile                    a Minimum Quantity Order Attribute                    Cross price, which will enhance market
                                               market. Because the Nasdaq Crosses                          may not participate in the Nasdaq                     participants’ understanding of the
                                               offer a controlled price discovery                          Crosses and is not included in the                    operation of Orders with a Minimum
                                               process, flexibility and avoidance of                       calculation of the Cross price. As                    Quantity Order Attribute in the Nasdaq
                                               small-sized executions is not required.                     described above, the Minimum Quantity                 Crosses. Moreover, the proposed change
                                               In proposing the Minimum Quantity                           Order Attribute allows market                         is consistent with the intent of the Order
                                               Order Attribute amendments in 2011,                         participants to avoid transacting with                Attribute. As described above, the
                                               Nasdaq stated:                                              smaller Orders that they believe                      Minimum Quantity Order Attribute is
                                                 A Minimum Quantity Order provides a                       ultimately increase the cost of the                   designed to help market participants
                                               means by which a market participant may                     transaction, particularly if they have a              reduce costs of executing large-sized
                                               avoid partial executions of orders at sizes                 large number of shares to be executed.                Orders, which otherwise may execute in
                                               that it considers inadequate to achieve its                 As such, the price impact to the stock                many small transactions, each
                                               purposes. For example, a market participant                 could be less acute when larger                       potentially increasing the price of the
                                               seeking to sell a large position in a trading               individual executions are obtained by                 transaction. The Nasdaq Crosses provide
                                               session with high volatility may use the order
                                                                                                           the market participant. The Minimum                   a controlled price discovery process, in
                                               type to avoid selling only a small portion of
                                               the order at the price it considers                         Quantity Order Attribute is also                      which the control and flexibility of the
                                               acceptable.11                                               designed to give a participant flexibility            Minimum Quantity Order Attribute is
                                                                                                           in whether its Order will receive partial             not needed. The Exchange notes that no
                                               Consequently, use of the Minimum                            executions in a volatile market. Because              market participant has requested
                                               Quantity Order Attribute outside of the                     the Nasdaq Crosses offer a controlled                 participation of the Minimum Quantity
                                               continuous market is inconsistent with                      price discovery process, flexibility and              Order Attribute in any of the Nasdaq
                                               the purpose of this Order Attribute.                        avoidance of small-sized executions is                Crosses. Accordingly, the proposed rule
                                               Upon adoption of the Minimum                                                                                      change does not implicate competition
                                                                                                           not required. The Exchange notes that
                                               Quantity Order Attribute amendments                                                                               whatsoever.
                                                                                                           no market participant has requested
                                               in 2011, the Exchange also clearly
                                                                                                           participation of their Orders with a                  C. Self-Regulatory Organization’s
                                               notified market participants via an
                                                                                                           Minimum Quantity Order Attribute in                   Statement on Comments on the
                                               Equity Trader Alert that Orders with a
                                                                                                           any of the Nasdaq Crosses. The                        Proposed Rule Change Received From
                                               Minimum Quantity Order Attribute are
                                                                                                           proposed change will further perfect the              Members, Participants, or Others
                                               ineligible to participate in the Nasdaq
                                                                                                           Exchange’s rules and protect investors
                                               Crosses.12                                                                                                          No written comments were either
                                                                                                           and the public interest by avoiding any
                                                 In light of this ambiguity in the                                                                               solicited or received.
                                                                                                           confusion caused by vague rules.
                                               Rules,13 the Exchange is proposing to
                                                                                                           Adding specificity to the rules with                  III. Date of Effectiveness of the
                                               specify that an Order with a Minimum
                                               Quantity Order Attribute is ineligible to                   respect to Orders with a Minimum                      Proposed Rule Change and Timing for
                                               participate in the Nasdaq Opening, Halt                     Quantity Order Attribute will ensure                  Commission Action
                                               or Closing Crosses and is not included                      that the rule concerning this Order                      Because the foregoing proposed rule
                                               in the calculation of the Cross price.14                    Attribute is consistent with the                      change does not: (i) Significantly affect
                                                                                                           Exchange’s intent upon its adoption.17                the protection of investors or the public
                                                 11 See note 8, supra at 64412.                                                                                  interest; (ii) impose any significant
                                                 12 Specifically,  the Exchange provided a series of       August 24, 2018 and August 30, 2018 (available at:    burden on competition; and (iii) become
                                               FAQ’s, which included the following: ‘‘Can orders           http://www.nasdaqtrader.com/
                                               with Minimum Quantity instructions participate in           Trader.aspx?id=MarketSystemStatusSearch). The         operative for 30 days from the date on
                                               auctions (i.e. open, halt, close)? No, orders with          Exchange further notes that neither the Rules         which it was filed, or such shorter time
                                               MinQty instructions will not participate in auctions        concerning the Nasdaq Crosses nor the Minimum         as the Commission may designate, it has
                                               (i.e. open, halt, close).’’ See Nasdaq Equity Trader        Quantity Rule addressed participation of Minimum      become effective pursuant to Section
                                               Alert #2011–51 (available at: http://                       Quantity Orders in the Nasdaq Crosses. To make the
                                               www.nasdaqtrader.com/                                       treatment consistent with the Exchange’s original     19(b)(3)(A) of the Act 18 and Rule 19b–
                                               TraderNews.aspx?id=ETA2011-51).                             intent when implementing the new Order Attribute,     4(f)(6) thereunder.19
                                                  13 Notwithstanding the ambiguity in the Rules, no        the Exchange has determined to exclude Orders
                                                                                                           with a Minimum Quantity Order Attribute from
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                                               market participant has requested participation of                                                                   18 15  U.S.C. 78s(b)(3)(A).
                                               their Orders with a Minimum Quantity Order                  both the calculation of the Cross price (which is       19 17  CFR 240.19b–4(f)(6). As required under Rule
                                               Attribute in any of the Nasdaq Crosses.                     currently the case) and possible execution in the     19b–4(f)(6)(iii), the Exchange provided the
                                                  14 The Exchange notes that it recently identified        Nasdaq Crosses. The Exchange is correcting the        Commission with written notice of its intent to file
                                               an issue with the handling of Orders with a                 issue concurrent with the implementation of this      the proposed rule change, along with a brief
                                               Minimum Quantity Order Attribute, which allowed             proposed rule change.                                 description and the text of the proposed rule
                                                                                                              15 15 U.S.C. 78f(b).
                                               such Orders to participate in the Crosses but they                                                                change, at least five business days prior to the date
                                                                                                              16 15 U.S.C. 78f(b)(5).
                                               were not included in the calculation of the Cross                                                                 of filing of the proposed rule change, or such
                                               price. See Nasdaq Market System Status Alert,                  17 See note 12, supra.                             shorter time as designated by the Commission.



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                                                                              Federal Register / Vol. 83, No. 194 / Friday, October 5, 2018 / Notices                                         50427

                                                  A proposed rule change filed                         Paper Comments                                        SECURITIES AND EXCHANGE
                                               pursuant to Rule 19b–4(f)(6) under the                                                                        COMMISSION
                                               Act 20 normally does not become                           • Send paper comments in triplicate
                                               operative for 30 days after the date of its             to Secretary, Securities and Exchange                 [Release No. 34–84330; File No. SR–NYSE–
                                               filing. However, Rule 19b–4(f)(6)(iii) 21               Commission, 100 F Street NE,                          2018–43]
                                               permits the Commission to designate a                   Washington, DC 20549–1090.
                                               shorter time if such action is consistent                                                                     Self-Regulatory Organizations; New
                                                                                                       All submissions should refer to File                  York Stock Exchange LLC; Notice of
                                               with the protection of investors and the
                                                                                                       Number SR–NASDAQ–2018–077. This                       Filing and Immediate Effectiveness of
                                               public interest. The Exchange has
                                                                                                       file number should be included on the                 Proposed Rule Change To Amend Rule
                                               requested that the Commission waive
                                               the 30-day operative delay so that the                  subject line if email is used. To help the            67 To Specify That D-Quote
                                               proposed rule change may become                         Commission process and review your                    Functionality Under Rule 67(f)(5) Will
                                               operative upon filing. Waiver of the                    comments more efficiently, please use                 Continue To Be in Effect Until Six
                                               operative delay would allow the                         only one method. The Commission will                  Months After the End of the Pilot
                                               Exchange to promptly amend its rule to                  post all comments on the Commission’s                 Period
                                               exclude Orders with a Minimum                           internet website (http://www.sec.gov/
                                                                                                       rules/sro.shtml). Copies of the                       October 1, 2018.
                                               Quantity Order Attribute from the
                                               Nasdaq Crosses and Cross price                          submission, all subsequent                               Pursuant to Section 19(b)(1) 1 of the
                                               calculations,22 and promptly implement                  amendments, all written statements                    Securities Exchange Act of 1934 (the
                                               system changes in accordance with the                   with respect to the proposed rule                     ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                               rule. The Commission believes that                      change that are filed with the                        notice is hereby given that on
                                               waiver of the 30-day operative delay is                 Commission, and all written                           September 24, 2018, New York Stock
                                               consistent with the protection of                                                                             Exchange LLC (‘‘NYSE’’ or the
                                                                                                       communications relating to the
                                               investors and the public interest.                                                                            ‘‘Exchange’’) filed with the Securities
                                                                                                       proposed rule change between the
                                               Accordingly, the Commission hereby                                                                            and Exchange Commission (the
                                                                                                       Commission and any person, other than
                                               waives the operative delay and                                                                                ‘‘Commission’’) the proposed rule
                                                                                                       those that may be withheld from the                   change as described in Items I, II, and
                                               designates the proposed rule change                     public in accordance with the
                                               operative upon filing.23                                                                                      III below, which Items have been
                                                                                                       provisions of 5 U.S.C. 552, will be                   prepared by the self-regulatory
                                                  At any time within 60 days of the
                                               filing of the proposed rule change, the                 available for website viewing and                     organization. The Commission is
                                               Commission summarily may                                printing in the Commission’s Public                   publishing this notice to solicit
                                               temporarily suspend such rule change if                 Reference Room, 100 F Street NE,                      comments on the proposed rule change
                                               it appears to the Commission that such                  Washington, DC 20549 on official                      from interested persons.
                                               action is necessary or appropriate in the               business days between the hours of
                                                                                                       10:00 a.m. and 3:00 p.m. Copies of the                I. Self-Regulatory Organization’s
                                               public interest, for the protection of                                                                        Statement of the Terms of Substance of
                                               investors, or otherwise in furtherance of               filing also will be available for
                                                                                                                                                             the Proposed Rule Change
                                               the purposes of the Act. If the                         inspection and copying at the principal
                                               Commission takes such action, the                       office of the Exchange. All comments                    The Exchange proposes to amend
                                               Commission shall institute proceedings                  received will be posted without change.               Rule 67 (Tick Size Pilot Plan) to specify
                                               to determine whether the proposed rule                  Persons submitting comments are                       that d-Quote functionality under Rule
                                               change should be approved or                            cautioned that we do not redact or edit               67(f)(5) will continue to be in effect
                                               disapproved.                                            personal identifying information from                 until six months after the end of the
                                                                                                       comment submissions. You should                       pilot period (which will be April 2,
                                               IV. Solicitation of Comments                                                                                  2019). The proposed rule change is
                                                                                                       submit only information that you wish
                                                 Interested persons are invited to                                                                           available on the Exchange’s website at
                                                                                                       to make available publicly. All
                                               submit written data, views, and                                                                               www.nyse.com, at the principal office of
                                               arguments concerning the foregoing,                     submissions should refer to File
                                                                                                                                                             the Exchange, and at the Commission’s
                                               including whether the proposed rule                     Number SR–NASDAQ–2018–077, and
                                                                                                                                                             Public Reference Room.
                                               change is consistent with the Act.                      should be submitted on or before
                                               Comments may be submitted by any of                     October 26, 2018.                                     II. Self-Regulatory Organization’s
                                               the following methods:                                    For the Commission, by the Division of
                                                                                                                                                             Statement of the Purpose of, and
                                                                                                       Trading and Markets, pursuant to delegated
                                                                                                                                                             Statutory Basis for, the Proposed Rule
                                               Electronic Comments                                                                                           Change
                                                                                                       authority.24
                                                 • Use the Commission’s internet                       Eduardo A. Aleman,                                      In its filing with the Commission, the
                                               comment form (http://www.sec.gov/                                                                             self-regulatory organization included
                                               rules/sro.shtml); or                                    Assistant Secretary.
                                                                                                                                                             statements concerning the purpose of,
                                                 • Send an email to rule-comments@                     [FR Doc. 2018–21679 Filed 10–4–18; 8:45 am]
                                                                                                                                                             and basis for, the proposed rule change
                                               sec.gov. Please include File Number SR–                 BILLING CODE 8011–01–P
                                                                                                                                                             and discussed any comments it received
                                               NASDAQ–2018–077 on the subject line.                                                                          on the proposed rule change. The text
                                                 20 17
                                                                                                                                                             of those statements may be examined at
                                                        CFR 240.19b–4(f)(6).
                                                 21 17
                                                                                                                                                             the places specified in Item IV below.
                                                        CFR 240.19b–4(f)(6)(iii).
                                                                                                                                                             The Exchange has prepared summaries,
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                                                  22 According to the Exchange, no market

                                               participant has requested participation of the                                                                set forth in sections A, B, and C below,
                                               Minimum Quantity Order Attribute in any of the                                                                of the most significant parts of such
                                               Nasdaq Crosses.                                                                                               statements.
                                                  23 For purposes only of waiving the 30-day

                                               operative delay, the Commission also has
                                                                                                                                                               1 15 U.S.C. 78s(b)(1).
                                               considered the proposed rule’s impact on
                                                                                                                                                               2 15 U.S.C. 78a.
                                               efficiency, competition, and capital formation. See
                                               15 U.S.C. 78c(f).                                         24 17   CFR 200.30–3(a)(12).                          3 17 CFR 240.19b–4.




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Document Created: 2018-10-05 01:53:10
Document Modified: 2018-10-05 01:53:10
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 50425 

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