83_FR_54593 83 FR 54384 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll) To Modify the Formula for Establishing the Official Closing Price for a Derivative Securities Product When There Is No Closing Auction or if the Closing Auction Is Less Than One Round Lot, by Excluding the NBBO Midpoint if the Midpoint Multiplied by 10% Is Less Than the NBBO Spread or if the NBBO Is Crossed

83 FR 54384 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll) To Modify the Formula for Establishing the Official Closing Price for a Derivative Securities Product When There Is No Closing Auction or if the Closing Auction Is Less Than One Round Lot, by Excluding the NBBO Midpoint if the Midpoint Multiplied by 10% Is Less Than the NBBO Spread or if the NBBO Is Crossed

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 209 (October 29, 2018)

Page Range54384-54385
FR Document2018-23507

Federal Register, Volume 83 Issue 209 (Monday, October 29, 2018)
[Federal Register Volume 83, Number 209 (Monday, October 29, 2018)]
[Notices]
[Pages 54384-54385]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-23507]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84471; File No. SR-NYSEArca-2018-63]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a 
Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll) To Modify the 
Formula for Establishing the Official Closing Price for a Derivative 
Securities Product When There Is No Closing Auction or if the Closing 
Auction Is Less Than One Round Lot, by Excluding the NBBO Midpoint if 
the Midpoint Multiplied by 10% Is Less Than the NBBO Spread or if the 
NBBO Is Crossed

October 23, 2018.

I. Introduction

    On August 29, 2018, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission'') 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
amend NYSE Arca Rule 1.1(ll) to exclude from the time-weighted average 
price (``TWAP'') calculation, for purpose of determining the Official 
Closing Price \3\ for an Exchange-listed security that is a Derivative 
Securities Product \4\ if the Exchange does not conduct a Closing 
Auction \5\ or if a Closing Auction trade is less than a round lot, a 
midpoint that is based on a National Best Bid and Offer (``NBBO'') that 
may not be reflective of the security's true and current value. The 
proposed rule change was published for comment in the Federal Register 
on September 17, 2018.\6\ The Commission received no comment letters on 
the proposed rule change. This order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See NYSE Arca Rule 1.1(ll) for a definition of Official 
Closing Price.
    \4\ With respect to equities traded on the Exchange, the term 
``Derivative Securities Product'' means a security that meets the 
definition of ``derivative securities product'' in Rule 19b-4(e) 
under the Act. See NYSE Arca Rule 1.1(k). For purposes of Rule 19b-
4(e), a ``derivative securities product'' means any type of option, 
warrant, hybrid securities product or any other security, other than 
a single equity option or a security futures product, whose value is 
based, in whole or in part, upon the performance of, or interest, 
in, an underlying instrument. 17 CFR 240.19b-4(e).
    \5\ See NYSE Arca Rule 7.35-E(d) regarding the operation of 
Closing Auctions on the Exchange.
    \6\ See Securities Exchange Act Release No. 84079 (September 11, 
2018), 83 FR 46981 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    On March 20, 2018, the Commission approved the Exchange's proposal 
(``OCP Filing'') to amend NYSE Arca Rule 1.1(ll) to provide for how the 
Official Closing Price is determined for an Exchange-listed security 
that is a Derivative Securities Product if the Exchange does not 
conduct a Closing Auction or if a Closing Auction trade is less than a 
round lot.\7\ As described in the Notice, the Exchange had sought a 
method for deriving the Official Closing Price that would be more 
indicative of the actual value of the securities, in particular for 
listed securities that are thinly traded or generally illiquid.\8\ 
Prior to approval of the OCP Filing, the Official Closing Price for 
such securities would have been based on a last-sale trade that may 
have been hours, days, or even months old and therefore not necessarily 
indicative of their true and current value. With approval of the OCP 
Filing, the Exchange adopted a revised calculation to derive the value 
for securities that have a potentially stale last-price, depending on 
when the last consolidated last-sale eligible trade occurred. 
Specifically, for such securities, the Official Closing Price would be 
derived by adding a percentage of the TWAP of the NBBO midpoint 
measured over the last five minutes before the end of Core Trading 
Hours and a percentage of the last consolidated last-sale eligible 
trade before the end of Core Trading Hours on that trading day.\9\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 82907 (March 20, 
2018), 83 FR 12980 (March 26, 2018) (order approving SR-NYSEArca-
2018-08).
    \8\ See Notice, supra, note 6, at 46981.
    \9\ See NYSE Arca Rule 1.1(ll)(1)(B)(i)-(vi).
---------------------------------------------------------------------------

    The Exchange now proposes to further amend NYSE Arca Rule 
1.1(ll)(1)(B) to exclude from the TWAP calculation a midpoint that is 
based on an NBBO that the Exchange believes is too wide and therefore 
not reflective of the security's true and current value.\10\ 
Specifically, the Exchange proposes to exclude an NBBO midpoint from 
the calculation of the Official Closing Price if that midpoint, when 
multiplied by ten percent (10%), is less than the spread of that 
NBBO.\11\ The Exchange also would exclude a crossed NBBO from the 
calculation.\12\
---------------------------------------------------------------------------

    \10\ See Notice, supra, note 6, at 46981.
    \11\ See proposed NYSE Arca Rule 1.1(ll)(1)(B).
    \12\ See id. For an example of this proposed new process, see 
Notice, supra, note 6, at 46981-82.
---------------------------------------------------------------------------

    The Exchange notes that its proposed change to the Official Closing 
Price calculation in this scenario is similar to how it considers an 
``Auction NBBO,'' which is used as a basis for determining the Auction 
Reference Price for the Core Open Auction.\13\ To qualify as an Auction 
NBBO for the Core Open Auction, there must be both a bid and an offer 
that is not zero, the NBBO cannot be crossed, and the midpoint of the 
NBBO when multiplied by a designated percentage cannot be greater than 
or equal to the spread of the NBBO.\14\
---------------------------------------------------------------------------

    \13\ The term ``Auction NBBO'' means an NBBO that is used for 
purposes of pricing an auction. See NYSE Arca Rule 7.35-E(a)(5). The 
Exchange also uses the Auction NBBO for determining the Indicative 
Match Price in specified situations for the Closing Auction. See 
NYSE Arca Rule 7.35-E(a)(8)(C).
    \14\ See NYSE Arca Rule 7.35-E(a)(5). The Exchange notes that, 
unlike its current proposal to codify a designated percentage of ten 
percent (10%) to be used in the TWAP calculation for the Official 
Closing Price, the designated percentage used for determining the 
Auction NBBO for the Core Open Auction is determined by the Exchange 
upon prior notice to ETP Holders. See Notice, supra, note 6, at 
46982.
---------------------------------------------------------------------------

    The Exchange also proposes a non-substantive clarifying change to 
NYSE Arca Rule 1.1(ll) to specify that the process under NYSE Arca Rule 
1.1(ll)(1)(D) would be utilized if the Official Closing Price cannot be 
determined under NYSE Arca Rule1.1(ll)(1)(A), (B), or (C).\15\
---------------------------------------------------------------------------

    \15\ See proposed NYSE Arca Rule 1.1(ll)(1)(D).
---------------------------------------------------------------------------

    The Exchange anticipates the implementation date for the proposed 
rule change will be in the first quarter of 2019, and the Exchange will 
announce such implementation date by Trader Update.\16\
---------------------------------------------------------------------------

    \16\ See Notice, supra, note 6, at 46982.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\17\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\18\ which 
requires, among other things, that the rules of a national securities 
exchange be

[[Page 54385]]

designed to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system and, 
in general, to protect investors and the public interest, and not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers. The Commission also finds that the proposed rule 
change is consistent with Section 6(b)(8) of the Act,\19\ which 
requires that the rules of an exchange not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act.
---------------------------------------------------------------------------

    \17\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \18\ 15 U.S.C. 78f(b)(5).
    \19\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The proposal would set forth an additional procedure governing how 
the Exchange would determine the Official Closing Price in Exchange-
listed securities that are Derivative Securities Products when the 
Exchange does not conduct a Closing Auction or if a Closing Auction 
trade is less than a round lot. The Commission notes that the primary 
listing market's closing price for a security is relied upon by market 
participants for a variety of reasons, including, but not limited to, 
calculation of index values, calculation of the net asset value of 
mutual funds and exchange-traded products, the price of derivatives 
that are based on the security, and certain types of trading benchmarks 
such as volume weighted average price strategies. As the Exchange 
notes, its current calculation for the Official Closing Price in such a 
scenario is designed to utilize more recent and reliable market 
information to provide a closing price that more accurately reflects 
the true and current value of a security that may be thinly traded or 
generally illiquid and when the Official Closing Price for such 
security may otherwise be based on a potentially stale last-sale 
trade.\20\ The Exchange now proposes to exclude from the TWAP 
calculation used under this process a midpoint that is based on an NBBO 
that the Exchange believes is too wide and therefore not reflective of 
the security's true and current value.\21\ The Commission believes that 
this exclusion, utilizing a specified percentage of the midpoint value, 
is a reasonable approach to avoid utilizing market information in the 
TWAP calculation that may provide less accurate information about the 
true value of a security. The Commission therefore believes that the 
Exchange's proposal is reasonably designed to achieve the Act's 
objectives to protect investors and the public interest. Accordingly, 
the Commission finds that the proposed rule change is consistent with 
the requirements of the Act.
---------------------------------------------------------------------------

    \20\ See Notice, supra note 6, at 46981.
    \21\ See id.
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\22\ that the proposed rule change (SR-NYSEArca-2018-63) be, and 
hereby is, approved.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-23507 Filed 10-26-18; 8:45 am]
BILLING CODE P



                                              54384                        Federal Register / Vol. 83, No. 209 / Monday, October 29, 2018 / Notices

                                              collection of information is 78 hours                   security’s true and current value. The                that NBBO.11 The Exchange also would
                                              and $239,400.                                           proposed rule change was published for                exclude a crossed NBBO from the
                                                Issued in Washington, DC.                             comment in the Federal Register on                    calculation.12
                                                                                                      September 17, 2018.6 The Commission                     The Exchange notes that its proposed
                                              Hilary Duke,
                                                                                                      received no comment letters on the                    change to the Official Closing Price
                                              Assistant General Counsel for Regulatory
                                                                                                      proposed rule change. This order                      calculation in this scenario is similar to
                                              Affairs, Pension Benefit Guaranty
                                              Corporation.                                            approves the proposed rule change.                    how it considers an ‘‘Auction NBBO,’’
                                                                                                                                                            which is used as a basis for determining
                                              [FR Doc. 2018–23498 Filed 10–26–18; 8:45 am]            II. Description of the Proposed Rule                  the Auction Reference Price for the Core
                                              BILLING CODE 7709–02–P                                  Change                                                Open Auction.13 To qualify as an
                                                                                                         On March 20, 2018, the Commission                  Auction NBBO for the Core Open
                                                                                                      approved the Exchange’s proposal                      Auction, there must be both a bid and
                                              SECURITIES AND EXCHANGE                                 (‘‘OCP Filing’’) to amend NYSE Arca                   an offer that is not zero, the NBBO
                                              COMMISSION                                              Rule 1.1(ll) to provide for how the                   cannot be crossed, and the midpoint of
                                              [Release No. 34–84471; File No. SR–                     Official Closing Price is determined for              the NBBO when multiplied by a
                                              NYSEArca–2018–63]                                       an Exchange-listed security that is a                 designated percentage cannot be greater
                                                                                                      Derivative Securities Product if the                  than or equal to the spread of the
                                              Self-Regulatory Organizations; NYSE                     Exchange does not conduct a Closing                   NBBO.14
                                              Arca, Inc.; Order Approving a                           Auction or if a Closing Auction trade is                The Exchange also proposes a non-
                                              Proposed Rule Change To Amend                           less than a round lot.7 As described in               substantive clarifying change to NYSE
                                              NYSE Arca Rule 1.1(ll) To Modify the                    the Notice, the Exchange had sought a                 Arca Rule 1.1(ll) to specify that the
                                              Formula for Establishing the Official                   method for deriving the Official Closing              process under NYSE Arca Rule
                                              Closing Price for a Derivative                          Price that would be more indicative of                1.1(ll)(1)(D) would be utilized if the
                                              Securities Product When There Is No                     the actual value of the securities, in                Official Closing Price cannot be
                                              Closing Auction or if the Closing                       particular for listed securities that are             determined under NYSE Arca
                                              Auction Is Less Than One Round Lot,                     thinly traded or generally illiquid.8                 Rule1.1(ll)(1)(A), (B), or (C).15
                                              by Excluding the NBBO Midpoint if the                   Prior to approval of the OCP Filing, the                The Exchange anticipates the
                                              Midpoint Multiplied by 10% Is Less                      Official Closing Price for such securities            implementation date for the proposed
                                              Than the NBBO Spread or if the NBBO                     would have been based on a last-sale                  rule change will be in the first quarter
                                              Is Crossed                                              trade that may have been hours, days, or              of 2019, and the Exchange will
                                                                                                      even months old and therefore not                     announce such implementation date by
                                              October 23, 2018.                                                                                             Trader Update.16
                                                                                                      necessarily indicative of their true and
                                              I. Introduction                                         current value. With approval of the OCP               III. Discussion and Commission’s
                                                 On August 29, 2018, NYSE Arca, Inc.                  Filing, the Exchange adopted a revised                Findings
                                              (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed                   calculation to derive the value for
                                                                                                      securities that have a potentially stale                 After careful review, the Commission
                                              with the Securities and Exchange                                                                              finds that the proposed rule change is
                                              Commission (‘‘Commission’’) pursuant                    last-price, depending on when the last
                                                                                                      consolidated last-sale eligible trade                 consistent with the requirements of the
                                              to Section 19(b)(1) of the Securities                                                                         Act and the rules and regulations
                                              Exchange Act of 1934 (‘‘Act’’ 1 and Rule                occurred. Specifically, for such
                                                                                                      securities, the Official Closing Price                thereunder applicable to a national
                                              19b–4 thereunder,2 a proposed rule                                                                            securities exchange.17 In particular, the
                                              change to amend NYSE Arca Rule 1.1(ll)                  would be derived by adding a
                                                                                                      percentage of the TWAP of the NBBO                    Commission finds that the proposed
                                              to exclude from the time-weighted                                                                             rule change is consistent with Section
                                              average price (‘‘TWAP’’) calculation, for               midpoint measured over the last five
                                                                                                      minutes before the end of Core Trading                6(b)(5) of the Act,18 which requires,
                                              purpose of determining the Official                                                                           among other things, that the rules of a
                                              Closing Price 3 for an Exchange-listed                  Hours and a percentage of the last
                                                                                                      consolidated last-sale eligible trade                 national securities exchange be
                                              security that is a Derivative Securities
                                              Product 4 if the Exchange does not                      before the end of Core Trading Hours on                 11 See  proposed NYSE Arca Rule 1.1(ll)(1)(B).
                                              conduct a Closing Auction 5 or if a                     that trading day.9                                      12 See  id. For an example of this proposed new
                                              Closing Auction trade is less than a                       The Exchange now proposes to                       process, see Notice, supra, note 6, at 46981–82.
                                              round lot, a midpoint that is based on                  further amend NYSE Arca Rule                             13 The term ‘‘Auction NBBO’’ means an NBBO

                                                                                                      1.1(ll)(1)(B) to exclude from the TWAP                that is used for purposes of pricing an auction. See
                                              a National Best Bid and Offer (‘‘NBBO’’)                                                                      NYSE Arca Rule 7.35–E(a)(5). The Exchange also
                                              that may not be reflective of the                       calculation a midpoint that is based on               uses the Auction NBBO for determining the
                                                                                                      an NBBO that the Exchange believes is                 Indicative Match Price in specified situations for
                                                1 15 U.S.C. 78s(b)(1).                                too wide and therefore not reflective of              the Closing Auction. See NYSE Arca Rule 7.35–
                                                2 17 CFR 240.19b–4.                                   the security’s true and current value.10              E(a)(8)(C).
                                                                                                                                                               14 See NYSE Arca Rule 7.35–E(a)(5). The
                                                3 See NYSE Arca Rule 1.1(ll) for a definition of
                                                                                                      Specifically, the Exchange proposes to
                                              Official Closing Price.                                                                                       Exchange notes that, unlike its current proposal to
                                                4 With respect to equities traded on the Exchange,
                                                                                                      exclude an NBBO midpoint from the                     codify a designated percentage of ten percent (10%)
                                              the term ‘‘Derivative Securities Product’’ means a
                                                                                                      calculation of the Official Closing Price             to be used in the TWAP calculation for the Official
                                              security that meets the definition of ‘‘derivative      if that midpoint, when multiplied by ten              Closing Price, the designated percentage used for
                                              securities product’’ in Rule 19b–4(e) under the Act.    percent (10%), is less than the spread of             determining the Auction NBBO for the Core Open
                                              See NYSE Arca Rule 1.1(k). For purposes of Rule                                                               Auction is determined by the Exchange upon prior
                                                                                                                                                            notice to ETP Holders. See Notice, supra, note 6,
amozie on DSK3GDR082PROD with NOTICES1




                                              19b–4(e), a ‘‘derivative securities product’’ means       6 See Securities Exchange Act Release No. 84079
                                              any type of option, warrant, hybrid securities                                                                at 46982.
                                              product or any other security, other than a single      (September 11, 2018), 83 FR 46981 (‘‘Notice’’).          15 See proposed NYSE Arca Rule 1.1(ll)(1)(D).
                                                                                                        7 See Securities Exchange Act Release No. 82907        16 See Notice, supra, note 6, at 46982.
                                              equity option or a security futures product, whose
                                              value is based, in whole or in part, upon the           (March 20, 2018), 83 FR 12980 (March 26, 2018)           17 In approving this proposed rule change, the

                                              performance of, or interest, in, an underlying          (order approving SR–NYSEArca–2018–08).                Commission has considered the proposed rule’s
                                                                                                        8 See Notice, supra, note 6, at 46981.
                                              instrument. 17 CFR 240.19b–4(e).                                                                              impact on efficiency, competition, and capital
                                                5 See NYSE Arca Rule 7.35–E(d) regarding the            9 See NYSE Arca Rule 1.1(ll)(1)(B)(i)–(vi).         formation. See 15 U.S.C. 78c(f).
                                              operation of Closing Auctions on the Exchange.            10 See Notice, supra, note 6, at 46981.                18 15 U.S.C. 78f(b)(5).




                                         VerDate Sep<11>2014   17:48 Oct 26, 2018   Jkt 247001   PO 00000   Frm 00077   Fmt 4703   Sfmt 4703   E:\FR\FM\29OCN1.SGM     29OCN1


                                                                           Federal Register / Vol. 83, No. 209 / Monday, October 29, 2018 / Notices                                                       54385

                                              designed to promote just and equitable                  achieve the Act’s objectives to protect                   Committee (‘‘AC’’) Charter (‘‘AC
                                              principles of trade, to foster cooperation              investors and the public interest.                        Charter’’), (2) Compensation and
                                              and coordination with persons engaged                   Accordingly, the Commission finds that                    Performance Committee (‘‘CPC’’)
                                              in regulating transactions in securities,               the proposed rule change is consistent                    Charter (‘‘CPC Charter’’), (3) Governance
                                              to remove impediments to and perfect                    with the requirements of the Act.                         and Nominating Committee (‘‘GNC’’)
                                              the mechanism of a free and open                                                                                  Charter (‘‘GNC Charter’’), (4) Risk
                                                                                                      IV. Conclusion
                                              market and a national market system                                                                               Committee (‘‘RC’’) Charter (‘‘RC
                                              and, in general, to protect investors and                 It is therefore ordered, pursuant to                    Charter’’), (5) Technology Committee
                                              the public interest, and not be designed                Section 19(b)(2) of the Act,22 that the                   (‘‘TC’’) Charter (‘‘TC Charter’’), and (6)
                                              to permit unfair discrimination between                 proposed rule change (SR–NYSEArca-                        Board of Directors (‘‘Board’’) Charter
                                              customers, issuers, brokers, or dealers.                2018–63) be, and hereby is, approved.                     (‘‘Board Charter’’).5 These changes are
                                              The Commission also finds that the                        For the Commission, by the Division of                  described and broadly categorized
                                              proposed rule change is consistent with                 Trading and Markets, pursuant to delegated                below.6
                                              Section 6(b)(8) of the Act,19 which                     authority.23                                                 As a general matter, the Proposed
                                              requires that the rules of an exchange                  Eduardo A. Aleman,                                        Rule Change would amend the charters
                                              not impose any burden on competition                    Assistant Secretary.                                      to provide that in carrying out their
                                              that is not necessary or appropriate in                 [FR Doc. 2018–23507 Filed 10–26–18; 8:45 am]              responsibilities the Board and the
                                              furtherance of the purposes of the Act.                 BILLING CODE P                                            committees would prioritize the safety
                                                 The proposal would set forth an
                                                                                                                                                                and efficiency of OCC, generally support
                                              additional procedure governing how the
                                                                                                                                                                the stability of the broader financial
                                              Exchange would determine the Official                   SECURITIES AND EXCHANGE                                   system and consider the legitimate
                                              Closing Price in Exchange-listed                        COMMISSION
                                              securities that are Derivative Securities                                                                         interests of Clearing Members,
                                              Products when the Exchange does not                     [Release No. 34–84473; File No. SR–OCC–                   customers of Clearing Members and
                                              conduct a Closing Auction or if a                       2018–012]                                                 other relevant stakeholders, including
                                              Closing Auction trade is less than a                                                                              OCC’s shareholders and other
                                                                                                      Self-Regulatory Organizations; The                        participant exchanges, taking into
                                              round lot. The Commission notes that
                                                                                                      Options Clearing Corporation; Order                       account prudent risk management
                                              the primary listing market’s closing
                                                                                                      Approving Proposed Rule Change                            standards (including systemic risk
                                              price for a security is relied upon by
                                                                                                      Related to The Options Clearing                           mitigation) and industry best practices.
                                              market participants for a variety of
                                              reasons, including, but not limited to,                 Corporation’s Board of Directors and
                                                                                                      Board Committee Charters                                  A. Clarity and Transparency
                                              calculation of index values, calculation
                                              of the net asset value of mutual funds                  October 23, 2018.                                           Several of the changes within the
                                              and exchange-traded products, the price                                                                           Proposed Rule Change seek to better
                                              of derivatives that are based on the                    I. Introduction                                           describe OCC’s current processes. Such
                                              security, and certain types of trading                     On August 24, 2018, The Options                        changes range from clarification (e.g.,
                                              benchmarks such as volume weighted                      Clearing Corporation (‘‘OCC’’) filed with                 changing ‘‘annually’’ to ‘‘each calendar
                                              average price strategies. As the                        the Securities and Exchange                               year’’) to removal of redundancies (e.g.,
                                              Exchange notes, its current calculation                 Commission (‘‘Commission’’) the                           where a requirement is found elsewhere
                                              for the Official Closing Price in such a                proposed rule change SR–OCC–2018–                         in OCC’s rules) to stating the existing
                                              scenario is designed to utilize more                    012 (‘‘Proposed Rule Change’’) pursuant                   functions and responsibilities of OCC’s
                                              recent and reliable market information                  to Section 19(b) of the Securities                        Board and Board committees. These
                                              to provide a closing price that more                    Exchange Act of 1934 (‘‘Exchange                          changes are described in more detail
                                              accurately reflects the true and current                Act’’) 1 and Rule 19b–4 2 thereunder to                   below.
                                              value of a security that may be thinly                  make changes to OCC’s (1) Audit                             The Proposed Rule Change would
                                              traded or generally illiquid and when                   Committee Charter, (2) Compensation                       make a number of changes to OCC’s
                                              the Official Closing Price for such                     and Performance Committee Charter, (3)                    Board committee charters to clarify that,
                                              security may otherwise be based on a                    Governance and Nominating Committee                       where certain actions were required to
                                              potentially stale last-sale trade.20 The                Charter, (4) Risk Committee Charter, (5)                  be performed ‘‘annually’’ under the
                                              Exchange now proposes to exclude from                   Technology Committee Charter and (6)                      charters, those actions would now be
                                              the TWAP calculation used under this                    Board of Directors Charter. The                           required to occur ‘‘each calendar year.’’
                                              process a midpoint that is based on an                  Proposed Rule Change was published                        OCC believes that it is appropriate to
                                              NBBO that the Exchange believes is too                  for comment in the Federal Register on                    clarify which actions are required on an
                                              wide and therefore not reflective of the                September 10, 2018,3 and the                              every twelve months-basis, particularly
                                              security’s true and current value.21 The                Commission has received no comments                       in cases where a regulatory requirement
                                              Commission believes that this                           in response.
                                              exclusion, utilizing a specified                                                                                  set forth in the OCC By-Laws and Rules. OCC’s By-
                                              percentage of the midpoint value, is a                  II. Background 4
                                                                                                                                                                Laws and Rules can be found on OCC’s public
                                              reasonable approach to avoid utilizing                     The Proposed Rule Change would                         website: http://optionsclearing.com/about/
                                              market information in the TWAP                          make certain changes to OCC’s (1) Audit                   publications/bylaws.jsp.
                                                                                                                                                                   5 See Notice at 45707–08. As discussed below, the
                                              calculation that may provide less                                                                                 changes to the Board Charter would involve
                                                                                                        22 15  U.S.C. 78s(b)(2).
                                              accurate information about the true
amozie on DSK3GDR082PROD with NOTICES1




                                                                                                        23 17
                                                                                                                                                                incorporating provisions from OCC’s Corporate
                                              value of a security. The Commission                              CFR 200.30–3(a)(12).                             Governance Principles (‘‘CGP’’) and changing the
                                                                                                         1 15 U.S.C. 78s(b)(1).
                                              therefore believes that the Exchange’s                                                                            title of the resultant document to the Board Charter
                                                                                                         2 17 CFR 240.19b–4.
                                                                                                                                                                and Corporate Governance Principles.
                                              proposal is reasonably designed to                         3 Securities Exchange Act Release No. 84021 (Sep.         6 Many of the components of the Proposed Rule
                                                                                                      4, 2018), 83 FR 45706 (Sep. 10, 2018) (SR–OCC–            Change may serve more than one purpose and
                                                19 15 U.S.C. 78f(b)(8).                               2018–012) (‘‘Notice’’).                                   could, therefore, be discussed in more than one
                                                20 See Notice, supra note 6, at 46981.                   4 All terms with initial capitalization that are not   category herein. The categorization of changes is
                                                21 See id.                                            otherwise defined herein have the same meaning as         not designed to denote otherwise.



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Document Created: 2018-10-27 01:07:55
Document Modified: 2018-10-27 01:07:55
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 54384 

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