83_FR_58889 83 FR 58665 - Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Market Maker Quoting Obligations

83 FR 58665 - Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Market Maker Quoting Obligations

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 224 (November 20, 2018)

Page Range58665-58671
FR Document2018-25234

Federal Register, Volume 83 Issue 224 (Tuesday, November 20, 2018)
[Federal Register Volume 83, Number 224 (Tuesday, November 20, 2018)]
[Notices]
[Pages 58665-58671]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-25234]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84582; File No. SR-MRX-2018-34]


Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to Market 
Maker Quoting Obligations

November 14, 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 November 7, 2018, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III, 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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[[Page 58666]]

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

    The Exchange proposes to amend its rules related to Market Maker 
(i.e., Primary Market Maker and Competitive Market Maker) quoting 
obligations.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqmrx.cchwallstreet.com/, at the principal office 
of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The purpose of the proposed rule change is to amend Rule 804(e) to 
provide greater detail regarding the quoting obligations of Market 
Makers and the manner in which they are calculated, and to restructure 
the current rules to conform to rule text used on its affiliated 
options market, Nasdaq Phlx (``Phlx'').\3\ The Exchange seeks to make 
conforming changes to Rule 804(e) to promote structural consistency of 
the Exchange's rules with those of its affiliated options markets, and 
to allow its members to quickly compare quoting obligations across the 
Nasdaq, Inc. affiliated options markets.\4\ The Exchange notes that it 
is generally including additional detail in its rules on the existing 
obligations and process using the same format as Phlx Rule 1081(c). 
Other than one modification to allow the Exchange to announce in 
advance a higher percentage of quoting compliance standards as further 
described below, no changes to the current practice or to the current 
quoting obligations are being contemplated by this rule change. 
Accordingly, to the extent there are other differences between the 
proposed rule text and the current language, the Exchange is in those 
cases either conforming to Phlx Rule 1081(c) or codifying current 
practice explicitly within the proposed rule, as further discussed 
below.
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    \3\ See Phlx Rule 1081(c). See also Securities Exchange Act 
Release No. 83209 (May 10, 2018), 83 FR 22717 (May 16, 2018) (SR-
Phlx-2018-22) (order granting approval of proposed rule change to 
amend Phlx's quoting requirements, among other changes).
    \4\ Nasdaq ISE, LLC (``ISE'') and Nasdaq GEMX, LLC will file 
similar proposals.
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Rule 804(e)
    The Exchange first proposes to remove the word ``continuous'' from 
the title of Rule 804(e) and retitle the Rule as ``Intra-day Quotes.'' 
The Exchange is replacing the word ``continuous'' with ``intra-day'' 
because the Exchange notes that Market Makers quote a percentage of the 
day and therefore the word ``continuous'' may not accurately reflect 
the manner in which Market Makers quote on MRX. The Exchange also 
proposes related changes to replace the word ``continuous'' with 
``intra-day'' within the Rulebook, specifically in Rules 701(c)(3) and 
(4), and Rule 702(d)(4).\5\
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    \5\ The Exchange notes that as part of a parallel ISE filing 
that also proposes to amend the quoting obligations, ISE proposes to 
replace the word ``continuous'' with ``intra-day'' within ISE Rule 
1614(b)(10). ISE Chapter 16, including ISE Rule 1614, is 
incorporated by reference into the Exchange's Rulebook. As such, the 
proposed amendment to ISE Rule 1614 will also apply to MRX Rule 
1614. See SR-ISE-2018-90.
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    The Exchange also proposes to amend Rule 804(e) by deleting the 
introductory sentence: ``A market maker must enter continuous 
quotations for the options classes to which it is appointed pursuant to 
the following.'' The Exchange proposes to specifically detail a Market 
Maker's quoting obligations in new rule text within paragraph (e) and 
therefore believes that the deleted language is not necessary given 
that the following sentences will replace this language, as described 
below.
    The Exchange proposes to add new rule text to Rule 804(e). The 
first new sentence will provide, similar to Phlx Rule 1081(c): ``A 
market maker must enter bids and offers for the options to which it is 
appointed, except in an assigned options series listed intra-day \6\ on 
the Exchange.'' The Exchange believes this sentence is clearer than the 
current Rule 804(e) because it excepts intra-day quotes. The Exchange 
notes that this is the case today, where a Market Maker is not held to 
quote an intra-day add of a series because the options series was not 
available for trading the entire day. The Exchange is adding this 
exception to the rule text to make clear that Market Makers would not 
be responsible for quoting an intra-day addition on the day it was 
added. The Exchange does not count intra-day adds of a series that were 
not available for the entire day of trading because the Market Maker 
would not have the opportunity to trade that particular options series 
for the entire trading day, and therefore could not have anticipated 
the impact such intra-day adds would have on the calculation of its 
quoting obligations.
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    \6\ An intra-day listing or add of a series means, for purposes 
of this Rule 804(e), as an option series that is added manually on 
the same day the series begins trading. The Exchange notes that an 
intra-day add of a series would be counted the following trading day 
(next business day after the intra-day add of a series was listed) 
when the options series would be available for a full trading day.
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    The Exchange also proposes to note within the new rule text the 
specific quoting obligations for each type of Market Maker by adding: 
``On a daily basis, a Market Maker must make markets consistent with 
the applicable quoting requirements specified below.'' The Exchange 
proposes to note within the new rule text the specific quoting 
obligations for each type of Market Maker. The Exchange is also adding 
rule text to explain the interplay between the quoting obligations for 
Competitive Market Makers, Primary Market Makers, and Competitive 
Market Makers that are Preferred Market Makers.\7\ Specifically, the 
Exchange proposes to add, similar to Phlx Rules: \8\ ``A Member will be 
required to meet each market making obligation separately. A 
Competitive Market Maker who is also the Primary Market Maker will be 
held to the Primary Market Maker obligations in the options series in 
which the Primary Market Maker is assigned and will be held to 
Competitive Market Maker obligations in all other options series where 
assigned. A Competitive Market Maker who receives a Preferenced Order, 
as described in Supplementary Material .03 to Rule 713, (``Preferred 
CMM'') shall be held to the standard of a Preferred CMM in the options 
series of any assigned options class in which it receives the 
Preferenced Order.'' This is the case today, even though the current 
rule text does not explicitly state that each obligation is separate. 
As such, the Exchange is proposing to make clear that a member who is a 
Competitive Market Maker, Primary Market Maker, or Preferred CMM will 
have quoting

[[Page 58667]]

obligations which may need to be separately met depending on the role.
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    \7\ Supplementary Material .03 to Rule 713 allows an Electronic 
Access Member to designate a ``Preferred Market Maker'' on orders it 
enters into the System (``Preferenced Orders''). A Preferred Market 
Maker may be the Primary Market Maker appointed to the options class 
or any Competitive Market Maker appointed to the options class.
    \8\ See Phlx Rule 1081(c).
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Rule 804(e)(1)
    To align its rule structure with Phlx Rule 1081(c), the Exchange 
proposes to relocate the quoting obligations of Competitive Market 
Makers currently in subparagraph (2) of Rule 804(e) to subparagraph 
(1), and set forth the rule text currently in subparagraphs (2)(i) and 
(2)(ii) therein, with a non-substantive modification from the current 
``intraday'' to ``intra-day'' for consistency throughout the Rule. As 
such, proposed Rule 804(e)(1) will read: ``On any given day, a 
Competitive Market Maker is not required to enter quotations in the 
options classes to which it is appointed. A Competitive Market Maker 
may initiate quoting in options classes to which it is appointed intra-
day.'' \9\
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    \9\ The quoting obligations of Primary Market Makers currently 
in subparagraph (1) of Rule 804(e) and Supplementary Material to 
Rule 804 will be set forth in new subparagraph (2) under the 
Exchange's proposal, as further discussed below.
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    The Exchange also proposes to remove the following sentence in Rule 
804(e)(2)(iii): ``Whenever a Competitive Market Maker enters a quote in 
an options class to which it is appointed, it must maintain continuous 
quotations in that class for 60% of the time the class is open for 
trading on the Exchange; provided, however, that a Competitive Market 
Maker shall be required to maintain continuous quotations for 90% of 
the time the class is open for trading on the Exchange in any options 
class in which it receives Preferenced Orders (see Supplementary 
Material .03 to Rule 713 regarding Preferenced Orders).'' The Exchange 
proposes to replace this language with language in Rule 804(e)(1) that 
more technically defines a Competitive Market Maker's quoting 
obligation.\10\ The Exchange proposes the following rule text: ``If a 
Competitive Market Maker initiates quoting in an options class, the 
Competitive Market Maker, associated with the same Member, is 
collectively required to provide two-sided quotations in 60% of the 
cumulative number of seconds, or such higher percentage as the Exchange 
may announce in advance, for which that Member's assigned options class 
is open for trading.'' The 60% quoting requirement and the manner in 
which it is calculated as a percentage of time is not being 
amended.\11\ The only change from current practice is to allow the 
Exchange to announce in advance a higher percentage than the current 
60% quoting requirement, which would bring the Exchange's rule in line 
with Phlx Rule 1081(c)(ii)(A). The Exchange believes it may be 
appropriate to apply a higher standard if doing so would be in the 
interest of a fair and orderly market.\12\ Otherwise, the proposed 
amendments described above are either stylistic in nature or clarifying 
changes that are intended to more specifically state the current 
quoting obligations as 60% of the cumulative number of seconds rather 
than 60% of the time the class is open for trading on the Exchange.\13\ 
While the current rule more generally indicates that the Exchange 
currently reviews quoting as a percentage of the time the class is open 
for trading on the Exchange, the two standards are otherwise 
equivalent. Furthermore, the Exchange adopted the Market Maker quoting 
requirements as part of its application to be registered as a national 
securities exchange under its previous name of ISE Mercury, LLC.\14\ In 
approving the Market Maker quoting requirements, the Commission noted 
that the Exchange's Market Maker requirements were identical to ISE's 
rules.\15\ ISE in its adopting rule filing for the 60% standard stated 
that it would ``calculate the percentage of time a market maker quotes 
by dividing the number of minutes a Market Maker quotes in series of an 
options class (numerator) by the total minutes all series of the 
options class were open for trading on the Exchange (denominator).'' 
\16\ As such, the proposed changes for MRX will explicitly state the 
same standard (expressed in seconds) within the rule text itself. 
Adding ``associated with the same Member'' conforms to Phlx Rule 
1081(c)(ii)(A) and also makes clear that the obligation is at the firm 
level and that all associated Competitive Market Makers will be counted 
in arriving at the calculation for quoting obligations.
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    \10\ The proviso setting forth the 90% quoting obligation for 
Competitive Market Makers with Preferenced Orders currently in 
subparagraph (2)(iii) will be replaced with more detailed language 
in proposed Rule 804(e)(3), as further described below.
    \11\ As further discussed below, the Exchange will go from 
minutes to seconds as a way to express how it will calculate this 
percentage of time. See note 16 below, with accompanying text.
    \12\ Any such higher percentage would involve appropriate 
advance announcement, which would then be available on the 
Exchange's website.
    \13\ Phlx Rule 1081(c)(ii)(A) similarly sets forth the quoting 
obligations as a percentage of the cumulative number of seconds.
    \14\ See Securities Exchange Act Release No. 76998 (January 29, 
2016), 81 FR 6066 (February 4, 2016) (File No. 10-221). The Exchange 
subsequently changed its name to Nasdaq MRX.
    \15\ Id. at 6078.
    \16\ See Securities Exchange Act Release No. 69175 (March 19, 
2013), 78 FR 17988 (March 25, 2013) (SR-ISE-2013-17) (``2013 ISE 
Proposal'') at 17989. See also SR-ISE-2018-90.
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    The Exchange also proposes to add in Rule 804(e)(1): 
``Notwithstanding the foregoing, a Competitive Market Maker shall not 
be required to make two-sided markets pursuant to this Rule 804(e)(1) 
in any Quarterly Options Series, any adjusted option series, and any 
option series with an expiration of nine months or greater for options 
on equities and exchange-traded funds (``ETFs'') or with an expiration 
of twelve months or greater for index options.'' These exceptions exist 
today for MRX and are being carried over into proposed Rule 804(e)(1) 
from current Supplementary Material .02 to Rule 804 with some 
modifications to conform to Phlx Rule 1081(c)(ii)(A). The majority of 
the changes from the current rule text are stylistic in nature to 
conform to Phlx's language and to define ETFs within the rule text 
itself. The Exchange also proposes to add Quarterly Options Series, 
which is defined in Rule 100(a)(55), to the list of exceptions to the 
quoting obligations for Competitive Market Makers. Quarterly Options 
Series are excluded from a Competitive Market Maker's quoting 
obligations today, and the Exchange therefore seeks to codify its 
current practice within the proposed rule text. The Exchange notes that 
Quarterly Options Series are similarly excluded from the market maker 
quoting obligations on Phlx.\17\
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    \17\ See Phlx Rule 1081(c)(ii)(A).
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    The Exchange also proposes to add to Rule 804(e)(1): ``Competitive 
Market Makers may choose to quote such series in addition to regular 
series in the options class, but such quotations will not be considered 
when determining whether a Competitive Market Maker has met the 
obligation contained in this paragraph (e)(1).'' This language is being 
relocated from current Supplementary Material .02 to Rule 804, with a 
modification to update the cross-reference.
    Further, the definition of adjusted options series currently within 
Supplementary Material .02 to Rule 804 will be relocated to 
subparagraph (1)(ii) of Rule 804(e), and will be defined as ``Adjusted 
Options Series'' throughout Rule 804(e). The Exchange also proposes to 
use the defined term ``Exchange-Traded Fund Shares,'' which is defined 
in Rule 502(h), instead of ``exchange-traded fund shares'' in the 
proposed definition of Adjusted Options Series for consistency with the 
rest of the Exchange's Rulebook.
    Finally, the Exchange proposes to relocate current subparagraph 
(2)(iv) in Rule 804(e) to proposed subparagraph

[[Page 58668]]

(1)(ii). The Exchange is not proposing any amendments to the rule text 
itself other than to replace the word ``continuous'' with ``intra-day'' 
for the reasons discussed above.
Rule 804(e)(2)
    As noted above, the Exchange proposes to set forth the quoting 
obligations of Primary Market Makers in Rule 804(e)(2). Currently as 
set forth in Rule 804(e)(1), Primary Market Makers must enter 
continuous quotations in all of the series of the options classes to 
which they are appointed.\18\ Pursuant to Supplementary Material .01 to 
Rule 804, Primary Market Makers are deemed to have provided continuous 
quotes if they provide two-sided quotes for 90% of the time that an 
options class is open for trading on the Exchange. Similar to the 
quoting obligations for Competitive Market Makers, the Exchange 
proposes to replace this language with language in Rule 804(e)(2) that 
more technically defines a Primary Market Maker's quoting obligations. 
Proposed Rule 804(e)(2) will provide that Primary Market Makers, 
associated with the same Member, are collectively required to provide 
two-sided quotations in 90% of the cumulative number of seconds, or 
such higher percentage as the Exchange may announce in advance, for 
which that Member's assigned options class is open for trading.\19\ 
Similar to the proposed changes to the 60% quoting requirement for 
Competitive Market Makers discussed above, the 90% quoting requirement 
for Primary Market Makers and the manner in which it is calculated as a 
percentage of time is not being amended. The only change from current 
practice is to allow the Exchange to announce in advance a higher 
percentage than the current 90% quoting obligation, which would bring 
the Exchange's rule in line with Phlx Rule 1081(c)(ii)(B). As discussed 
above for the Competitive Market Maker quoting obligations, the 
Exchange believes it may be appropriate to apply a higher standard if 
doing so would be in the interest of a fair and orderly market.\20\ 
Otherwise, the Exchange does not propose to amend the current 90% 
quoting requirement; rather, the Exchange proposes to more specifically 
state the current quoting obligations as 90% of the cumulative number 
of seconds rather than 90% of the time the class is open for trading on 
the Exchange. While the current rule in Supplementary Material .01 to 
Rule 804 more generally indicates that the Exchange currently reviews 
quoting as a percentage of the time the class is open for trading on 
the Exchange, the two standards are otherwise equivalent.\21\ 
Accordingly, the proposed changes will explicitly state the same 
standard (expressed in seconds) within the rule text itself. Adding 
``associated with the same Member'' to the first sentence conforms to 
Phlx Rule 1081(c)(ii)(B) and also makes clear that the obligation is at 
the firm level and that all associated Primary Market Makers will be 
counted in arriving at the calculation for quoting obligations.
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    \18\ This means that the Primary Market Maker quoting 
requirement includes all series of an appointed options class, 
including the options series that are currently excluded from the 
quoting requirements of Competitive Market Makers and Preferred CMMs 
(i.e., Quarterly Options Series, Adjusted Options Series, and long-
term options). As discussed below, the Exchange will explicitly 
state that a Primary Market Maker's quoting obligations will include 
these specified options series.
    \19\ Phlx Rule 1081(c)(ii)(B) similarly sets forth the quoting 
obligations as a percentage of the cumulative number of seconds.
    \20\ See note 12 above.
    \21\ See 2013 ISE Proposal, footnote 16 (providing that to 
calculate whether a Primary Market Maker has maintained quotations 
for at least 90% of the time, the Exchange will divide the total 
number of minutes a Primary Market Maker maintained quotations in 
options series of a class (numerator) by the total minutes all 
series of the options class were open for trading on the Exchange 
(denominator)). As discussed above, MRX's quoting requirements are 
identical to ISE's requirements.
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    The Exchange also proposes to more specifically state within Rule 
804(e)(2) that Primary Market Makers shall be required to make two-
sided markets pursuant to Rule 804(e)(2) in any Quarterly Options 
Series, any Adjusted Options Series, and any options series with an 
expiration of nine months or greater for options on equities and ETFs 
or with an expiration of twelve months or greater for index options. 
The proposed changes do not amend the current quoting obligations of 
Primary Market Makers with respect to these options series. As 
discussed above, Supplementary Material .02 to Rule 804 currently 
excludes adjusted options series and long-term options series from the 
quoting obligations of Competitive Market Makers and Preferred CMMs. As 
noted above, while the current rule in paragraph (e)(1) implicitly 
provides that these exceptions do not apply to Primary Market Makers 
and that their quoting obligations include such series, the Exchange 
proposes to explicitly state that Primary Market Makers are required to 
make two-sided markets in the specified options series. Furthermore, 
Primary Market Makers are required to make two-sided markets in 
Quarterly Options Series today. Accordingly, the Exchange seeks to add 
Quarterly Options Series to the Rule 804(e)(2) to codify its current 
practice. The Exchange notes that Phlx Specialists are similarly 
required to make two-sided markets in Quarterly Options Series.\22\
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    \22\ See Phlx Rule 1081(c)(ii)(B).
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Rule 804(e)(3)
    Currently as set forth in Rule 804(e)(2)(iii), a Competitive Market 
Maker is required to maintain continuous quotations for 90% of the time 
the class is open for trading on the Exchange in any options class in 
which it receives the Preferenced Order pursuant to Supplementary 
Material .03 to Rule 713. The Exchange now proposes to replace this 
language with language that more technically defines the quoting 
obligations of the Competitive Market Maker that receives the 
Preferenced Order (i.e., Preferred CMM) in new Rule 804(e)(3). The 
Exchange proposes to add in Rule 804(e)(3) that Preferred CMMs, 
associated with the same Member, are collectively required to provide 
two-sided quotations in 90% of the cumulative number of seconds, or 
such higher percentage as the Exchange may announce in advance, for 
which that Member's assigned options class is open for trading. A 
Member shall be considered preferenced in an assigned options class 
once the Member receives a Preferenced Order in any option class in 
which they are assigned and shall be considered a preferenced for that 
day in all series for that option class in which it received the 
Preferenced Order. Notwithstanding the foregoing, a Preferred CMM shall 
not be required to make two-sided markets pursuant to Rule 804(e)(3) in 
any Quarterly Options Series, any Adjusted Options Series, and any 
options series with an expiration of nine months or greater for options 
on equities and ETFs or with an expiration of twelve months or greater 
for index options.
    The Exchange notes that similar to the proposed language for the 
Competitive Market Maker and Primary Market Maker quoting obligations 
discussed above, the only change from current practice is to allow the 
Exchange to announce in advance a higher percentage than the current 
90% quoting obligation, which would bring the Exchange's rule in line 
with Phlx Rule 1081(c)(ii)(C). As discussed above for the Competitive 
Market Maker and Primary Market Maker quoting obligations, the Exchange 
believes it may be appropriate to apply a higher standard if doing so 
would be in the interest of a fair and orderly market.\23\ Otherwise, 
the 90% quoting

[[Page 58669]]

requirement for Preferred CMMs and the manner in which it is calculated 
as a percentage of time is not being amended; rather, the Exchange 
proposes to more specifically express the current quoting obligations 
as 90% of the cumulative number of seconds rather than 90% of the time 
the class is open for trading on the Exchange.\24\ As noted above for 
Competitive Market Makers and Primary Market Makers, the two standards 
are equivalent even though the current rule more generally expresses 
that the Exchange reviews quoting as a percentage of time. As such, the 
proposed changes will explicitly state the same standard (expressed in 
seconds) within the rule text itself.
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    \23\ See note 12 above.
    \24\ Phlx Rule 1081(c)(ii)(C) similarly sets forth the quoting 
obligations as a percentage of the cumulative number of seconds.
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    Adding ``associated with the same Member'' conforms to Phlx Rule 
1081(c)(ii)(C) and also makes clear that the obligation is at the firm 
level and that all associated Preferred CMMs will be counted in 
arriving at the calculation for quoting obligations. Furthermore, the 
proposed language is being added to clarify when a Preferred CMM is 
considered to be preferenced in an assigned options class, and does not 
amend the Exchange's current practice. The Exchange, similar to today, 
will exclude any Quarterly Options Series, any Adjusted Options Series, 
and any options series with an expiration of nine months or greater for 
options on equities and ETFs or with an expiration of twelve months or 
greater for index options from the quoting obligations of Preferred 
CMMs.\25\ As discussed above, Supplementary Material .02 to Rule 804 
currently provides an exception from the quoting obligations in 
adjusted options series and any long-term options series for Preferred 
CMMs. As such, proposed Rule 804(e)(3) makes clear that such Members 
are not required to make two-sided markets in these options series. In 
addition, Preferred CMMs are not required to make two-sided markets in 
Quarterly Options Series today.
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    \25\ This exception is currently set forth in Supplementary 
Material .02 to Rule 804.
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    Accordingly, the Exchange seeks to add Quarterly Options Series to 
the list of exceptions in proposed Rule 804(e)(3) to codify its current 
practice.\26\
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    \26\ Directed SQTs and Directed RSQTs on Phlx are similarly 
excluded from making two-sided markets in Quarterly Options Series. 
See Phlx Rule 1081(c)(ii)(C).
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    The Exchange will add in proposed Rule 804(e)(3) similar language 
for Preferred CMMs as proposed for Competitive Market Makers in Rule 
804(e)(1) that Preferred CMMs may choose to quote such series in 
addition to regular series in the options class, but such quotations 
will not be considered when determining whether a Preferred CMM has met 
the obligation contained in this paragraph (e)(3). This language is 
currently in Supplementary Material .02 to Rule 804, and applies to the 
quoting obligations for both Competitive Market Makers and Preferred 
CMMs. Finally, the Exchange proposes to relocate language from 
Supplementary Material .02 to Rule 804 into new paragraph (e)(3), with 
some modifications to update a cross-reference and remove redundant 
language, as follows: ``A Preferred CMM may be preferenced in such 
series and receive enhanced allocations pursuant to Nasdaq MRX Rule 
713, Supplementary Material .03, only if it complies with the 
heightened 90% quoting requirement contained in this paragraph 
(e)(3).''
Rule 804(e)(4)
    The Exchange proposes to add new rule text at Rule 804(e)(4) to 
provide the method by which the Exchange will calculate the Market 
Maker quoting obligations contained in proposed subparagraphs (1)-(3) 
of Rule 804(e). The Exchange proposes to state that the Exchange will 
(i) take the total number of seconds the Member disseminates quotes in 
each assigned options series, excluding, for Competitive Market Makers 
and Preferred CMMs, Quarterly Option Series, any Adjusted Option 
Series, and any option series with an expiration of nine months or 
greater for options on equities and ETFs or with an expiration of 
twelve months or greater for index options; and (ii) divide that time 
by the eligible total number of seconds each assigned option series in 
the options class is open for trading that day. Similar to Phlx Rule 
1081(c)(ii)(D), the Exchange believes that the addition of this 
language will bring greater transparency to the manner in which the 
Exchange calculates the quoting obligation. The Exchange is not 
amending the manner in which the quoting obligation is calculated; 
rather the Exchange is simply adding to the current rule the exact 
manner in which the Exchange determines the quoting percentage. The 
Exchange also proposes to add the following in Rule 804(e)(4): 
``Quoting is not required in every assigned options series.'' This 
sentence is not currently in the rule. The added language is not 
amending the Exchange's current practice; rather the Exchange is 
clearly stating that quoting is not required in every assigned options 
series to make clear the current obligation (i.e., the Market Maker is 
not required to quote every single assigned options series in order to 
meet its quoting obligations). Also, the Exchange proposes to state: 
``Compliance with this requirement is determined by reviewing the 
aggregate of quoting in assigned options series for the Member.'' This 
language is similar to language presently in Supplementary Material .01 
to Rule 804 \27\ and clarifies that the quoting obligations apply to 
all of the Market Maker's assigned options series collectively, which 
is how the Exchange applies the quoting obligation today. As such, the 
proposed language simply conforms the text to Phlx Rule 1081(c)(ii)(D).
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    \27\ The current language provides: ``Compliance with this 
Primary Market Marker quoting requirement and the Competitive Market 
Maker quoting requirements contained in (e)(2)(iii) above will be 
applied to all option classes quoted collectively on a daily 
basis.''
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Rule 804(e)(5)
    The Exchange proposes to adopt a new Rule 804(e)(5) to provide that 
MRX Regulation may consider exceptions to the above-referenced 
requirement to quote based on demonstrated legal or regulatory 
requirements or other mitigating circumstances. This language is 
similar to language presently in Supplementary Material .01 to Rule 
804,\28\ but specifies that MRX Regulation (i.e., the Exchange's 
regulatory department) may consider exceptions to the quoting 
obligation, which is the case today, and aligns the rule text to Phlx 
Rule 1081(c)(iii). The Exchange further proposes to add the following 
rule text to new Rule 804(e)(5): ``For purposes of the Exchange's 
surveillance of Member compliance with this rule, the Exchange will 
determine compliance on a monthly basis. The Exchange's monthly 
compliance evaluation of the quoting requirement does not relieve a 
Member of the obligation to provide two-sided quotes on a daily basis, 
nor will it prohibit the Exchange from taking disciplinary action 
against a Member for failing to meet the quoting obligation each 
trading day.'' The proposed rule text is similar to language currently 
in Supplementary Material .01 to Rule 804,\29\ and is merely rephrased 
to

[[Page 58670]]

conform to Phlx Rule 1081(c)(iii). As such, the Exchange is not 
amending the manner in which the surveillance functions today, and the 
proposed amendments to Rule 804(e)(5) are not substantive in nature.
---------------------------------------------------------------------------

    \28\ The current language provides: ``The Exchange may consider 
other exceptions to this continuous electronic quote obligation 
based on demonstrated legal or regulatory requirements or other 
mitigating circumstances.''
    \29\ The current language provides: ``Overall compliance with 
market maker quoting obligations will be determined on a monthly 
basis. However, the ability of the Exchange to determine compliance 
on a monthly basis does not: (1) relieve market makers from their 
obligation to meet daily quoting requirements in Rule 804; and (2) 
prohibit the Exchange from bringing disciplinary action against a 
market maker for failure to meet its daily quoting requirements set 
forth in Rule 804.''
---------------------------------------------------------------------------

Rule 804(e)(6)
    The Exchange proposes to adopt a new Rule 804(e)(6) that provides: 
``If a technical failure or limitation of a System of the Exchange 
prevents a Member from maintaining, or prevents a market maker from 
communicating to the Exchange, timely and accurate quotes, the Member 
shall promptly notify the Exchange and the duration of such failure or 
limitation shall not be included in any of the calculations under this 
subparagraph (e) with respect to the affected quotes.'' This language 
is being relocated from Supplementary Material .01 to Rule 804, and 
modified to specifically refer to the calculations in proposed 
subparagraph (e), capitalize ``System,'' which is a defined term, and 
rephrased to conform to Phlx Rule 1081(c)(iv).
Clean-Up Changes
    The Exchange proposes to delete Supplementary Materials .01 and .02 
to Rule 804, and all related cross-references throughout the Rulebook. 
As explained above, this rule text is being relocated within the 
proposed rule text with some modifications. Finally, the Exchange 
proposes to update all cross-references to Rule 804(e) in its Rules to 
reflect the proposed renumbering and expansion of rules described 
above.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\30\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\31\ 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. The Exchange believes that its proposed rule change provides 
further detail as to the quoting obligations of Market Makers. As 
discussed above, other than one modification to allow the Exchange to 
announce in advance a higher percentage of quoting compliance 
standards, the Exchange is not amending current practice or its current 
quoting obligations. The Exchange believes that it is consistent with 
the Act to have the ability to announce a higher percentage in the 
interest of maintaining a fair and orderly market. As noted above, the 
Exchange would provide appropriate advance announcement for any such 
higher percentage, which would then be available on the Exchange's 
website. Otherwise, the Exchange notes that to the extent that there 
are rule text changes from the current language, these differences are 
all to harmonize its rules with Phlx Rule 1081(c) to promote 
consistency among similar rules of the Exchange and its affiliates, or 
to codify its current practice within the proposed rule text to bring 
transparency to the Exchange's rulebook.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78f(b).
    \31\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Specifically, the Exchange believes that replacing ``continuous'' 
with ``intra-day'' throughout the rulebook is consistent with the Act 
because it more accurately reflects the manner in which Market Makers 
quote on MRX. Also in the introductory sentence to Rule 804(e), the 
Exchange is codifying its current practice of excluding intra-day 
additions of assigned options series from a Market Maker's quoting 
obligations to make clear that Market Makers would not be responsible 
for such series on the day it was added. As noted above, for purposes 
of calculating the quoting obligations, the Exchange counts an intra-
day add of a series the following trading day when the options series 
would be available for a full trading day. The Exchange believes that 
codifying this current exception within the rule text is consistent 
with the Act as it will bring transparency to the Exchange's rulebook. 
The Exchange does not count intra-day adds of options series that were 
not available for the entire day of trading because the Market Maker 
would not have the opportunity to trade that particular options series 
for the entire trading day, and therefore could not have anticipated 
the impact such intra-day additions would have on the calculation of 
its quoting obligations. The Exchange also believes that codifying its 
current practice of excluding Quarterly Options Series from the quoting 
requirements of Competitive Market Makers and Preferred CMMs will bring 
clarity to the Exchange's rulebook that quotes in such series will not 
be considered in determining whether a Competitive Market Maker or 
Preferred CMM complied with their respective quoting obligations. 
Similar to the Adjusted Options Series and long-term options series 
that are currently explicitly listed as exceptions in the rule text, it 
is the Exchange's understanding that quoting obligations on these often 
less frequently traded options series impact the risk parameters 
acceptable to the Market Makers, and therefore the quoting obligation 
exceptions (including Quarterly Options Series) are to incentivize 
Market Makers to continue to seek assignments in these options series 
and thereby promote liquidity in options classes listed on the Exchange 
to the benefit of investors and the public interest.
    The Exchange is also proposing to explicitly state that a member 
will be required to meet each market making obligation separately in 
order to make clear that a Competitive Market Maker, Primary Market 
Maker, or Preferred CMM will have quoting obligations which may need to 
be met separately, depending on the role. In addition, the Exchange is 
expressing each of the current quoting obligations as a percentage of 
the cumulative number of seconds rather than as a percentage of the 
time the class is open for trading on the Exchange in order to add more 
transparency as to the standards by which a Market Maker's quoting 
obligations are measured. In the same vein, the proposed rule text in 
Rule 804(e)(4) to describe the exact manner in which the Exchange 
calculates the quoting obligations by specifying the numerator and 
denominator calculations, as well as clarifying that quoting is not 
required in every assigned options series, adds transparency to the 
Exchange's rulebook, and allows members to better monitor whether they 
are in compliance with their quoting requirements.
    Adding ``associated with the same Member'' throughout the proposed 
rule text conforms to Phlx Rule 1081(c)(ii) and adds clarity that the 
quoting obligations are at the firm level, and that all associated 
Market Makers will be counted in arriving at the applicable calculation 
for quoting obligations. Specifically stating that Primary Market 
Makers are required to make two-sided markets in any Quarterly Options 
Series, any Adjusted Options Series, and any long-term options series 
codifies what was implicit in the current rule text which required 
Primary Market Makers to enter continuous quotations in all of the 
series listed on the Exchange in their assigned options classes, as 
further described above. Finally, adding that the Member is considered 
preferenced for that day in all series for that assigned options class 
in which it received the Preferenced Order is similarly codifying the 
Exchange's current practice and will bring more transparency to the 
Rulebook.

[[Page 58671]]

    Overall, the Exchange believes that its proposal is consistent with 
the Act because the proposed rule text protects investors and the 
public interest by providing clear language that will be utilized on 
all Nasdaq, Inc.-affiliated options markets for easy comparison by 
common members that are engaged in market making activities on both the 
Exchange and its affiliates. As discussed above, the proposed changes 
will restructure MRX's current rules on Market Maker quoting 
obligations to conform to rule text used on its affiliate, Phlx. The 
Exchange further believes that the proposed rule changes would remove 
impediments to and perfect the mechanism of a free and open market by 
ensuring that members, regulators and the public can more easily 
navigate and understand the Exchange's rulebook, thereby avoiding 
potential confusion.

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 that is not necessary or appropriate 
in further of the purposes of the Act. The proposal does not impose a 
burden on competition because the Exchange will continue to uniformly 
calculate and apply the quoting obligations for all Market Makers. 
Other than to allow the Exchange to announce in advance a higher 
percentage of quoting compliance standards, the Exchange's proposal 
does not modify the current practice or the current quoting obligations 
on MRX, as further discussed above.

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)(iii) of the Act \32\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\33\
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \33\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MRX-2018-34 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-MRX-2018-34. 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-MRX-2018-34 and should be submitted on 
or before December 11, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-25234 Filed 11-19-18; 8:45 am]
 BILLING CODE 8011-01-P



                                  Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices                                                58665

     B. Self-Regulatory Organization’s                         effective date of Phlx’s proposed rule                communications relating to the
     Statement on Burden on Competition                        change on which the proposal is                       proposed rule change between the
       The Exchange does not believe that                      partially based.13 The Exchange’s                     Commission and any person, other than
     the proposed rule change will impose                      proposal would clarify ambiguous rule                 those that may be withheld from the
     any burden on competition not                             text and would conform the Exchange’s                 public in accordance with the
                                                               rules relating to permitted number of                 provisions of 5 U.S.C. 552, will be
     necessary or appropriate in furtherance
                                                               SPY ETF LEAPS expirations to those of                 available for website viewing and
     of the purposes of the Act. On the
                                                               Phlx. Accordingly, the Commission                     printing in the Commission’s Public
     contrary, the Exchange believes that the
                                                               believes that the proposal raises no new              Reference Room, 100 F Street NE,
     proposed amendment will benefit
                                                               or novel regulatory issues and waiver of              Washington, DC 20549, on official
     investors, market participants, and the
                                                               the 30-day operative delay is consistent              business days between the hours of
     marketplace in general by eliminating
                                                               with the protection of investors and the              10:00 a.m. and 3:00 p.m. Copies of the
     ambiguity in the current rules regarding
                                                               public interest. The Commission
     the number of permitted expiration                                                                              filing also will be available for
                                                               therefore waives the 30-day operative
     months in LEAPS generally.                                                                                      inspection and copying at the principal
                                                               delay and designates the proposal
     Additionally, the proposal merely                                                                               office of the Exchange. All comments
                                                               operative on November 16, 2018.14
     provides investors additional                                At any time within 60 days of the                  received will be posted without change.
     investment and risk management                            filing of the proposed rule change, the               Persons submitting comments are
     opportunities by providing flexibility to                 Commission summarily may                              cautioned that we do not redact or edit
     the Exchange to list additional LEAPS                     temporarily suspend such rule change if               personal identifying information from
     expiration series, expanding the number                   it appears to the Commission that such                comment submissions. You should
     of SPY ETF LEAPS offered on the                           action is necessary or appropriate in the             submit only information that you wish
     Exchange from six expiration months to                    public interest, for the protection of                to make available publicly. All
     ten expiration months.                                    investors, or otherwise in furtherance of             submissions should refer to File
     C. Self-Regulatory Organization’s                         the purposes of the Act.                              Number SR–BX–2018–055 and should
     Statement on Comments on the                                                                                    be submitted on or before December 11,
                                                               IV. Solicitation of Comments
     Proposed Rule Change Received From                                                                              2018.
     Members, Participants, or Others                            Interested persons are invited to
                                                               submit written data, views, and                         For the Commission, by the Division of
       No written comments were either                         arguments concerning the foregoing,                   Trading and Markets, pursuant to delegated
     solicited or received.                                                                                          authority.15
                                                               including whether the proposed rule
                                                               change is consistent with the Act.                    Eduardo A. Aleman,
     III. Date of Effectiveness of the
     Proposed Rule Change and Timing for                       Comments may be submitted by any of                   Assistant Secretary.
     Commission Action                                         the following methods:                                [FR Doc. 2018–25246 Filed 11–19–18; 8:45 am]

                                                               Electronic Comments                                   BILLING CODE 8011–01–P
       Because the foregoing proposed rule
     change does not: (i) Significantly affect                   • Use the Commission’s internet
     the protection of investors or the public                 comment form (http://www.sec.gov/                     SECURITIES AND EXCHANGE
     interest; (ii) impose any significant                     rules/sro.shtml); or                                  COMMISSION
     burden on competition; and (iii) become                     • Send an email to rule-comments@
     operative for 30 days from the date on                    sec.gov. Please include File Number SR–
     which it was filed, or such shorter time                  BX–2018–055 on the subject line.                      [Release No. 34–84582; File No. SR–MRX–
     as the Commission may designate, it has                                                                         2018–34]
                                                               Paper Comments
     become effective pursuant to Section
     19(b)(3)(A) of the Act 9 and Rule 19b–                      • Send paper comments in triplicate                 Self-Regulatory Organizations; Nasdaq
     4(f)(6) thereunder.10                                     to Secretary, Securities and Exchange                 MRX, LLC; Notice of Filing and
       A proposed rule change filed under                      Commission, 100 F Street NE,                          Immediate Effectiveness of Proposed
     Rule 19b–4(f)(6) 11 normally does not                     Washington, DC 20549–1090.                            Rule Change Relating to Market Maker
     become operative prior to 30 days after                   All submissions should refer to File                  Quoting Obligations
     the date of the filing. However, pursuant                 Number SR–BX–2018–055. This file                      November 14, 2018.
     to Rule 19b4(f)(6)(iii),12 the Commission                 number should be included on the
     may designate a shorter time if such                      subject line if email is used. To help the               Pursuant to Section 19(b)(1) of the
     action is consistent with the protection                  Commission process and review your                    Securities Exchange Act of 1934
     of investors and the public interest. The                 comments more efficiently, please use                 (‘‘Act’’),1 and Rule 19b–4 thereunder,2
     Exchange has asked the Commission to                      only one method. The Commission will                  notice is hereby given that on November
     waive the 30-day operative delay so that                  post all comments on the Commission’s                 7, 2018, Nasdaq MRX, LLC (‘‘MRX’’ or
     the proposal may become operative on                      internet website (http://www.sec.gov/                 ‘‘Exchange’’) filed with the Securities
     November 16, 2018, to coincide with the                   rules/sro.shtml). Copies of the                       and Exchange Commission
                                                               submission, all subsequent                            (‘‘Commission’’) the proposed rule
       9 15  U.S.C. 78s(b)(3)(A).                              amendments, all written statements                    change as described in Items I, II, and
       10 17  CFR 240.19b–4. In addition, Rule 19b–            with respect to the proposed rule                     III, below, which Items have been
     4(f)(6)(iii) requires a self-regulatory organization to
     give the Commission written notice of its intent to
                                                               change that are filed with the                        prepared by the Exchange. The
     file the proposed rule change, along with a brief         Commission, and all written                           Commission is publishing this notice to
     description and text of the proposed rule change,                                                               solicit comments on the proposed rule
     at least five business days prior to the date of filing     13 See supra note 5.                                change from interested persons.
     of the proposed rule change, or such shorter time           14 For purposes only of waiving the 30-day
     as designated by the Commission. The Exchange             operative delay, the Commission has also
     has satisfied this requirement.                           considered the proposed rule’s impact on
                                                                                                                       15 17 CFR 200.30–3(a)(12).
        11 17 CFR 240.19b–4(f)(6).                                                                                     1 15 U.S.C. 78s(b)(1).
                                                               efficiency, competition, and capital formation. See
        12 17 CFR 240.19b–4(f)(6)(iii).                        15 U.S.C. 78c(f).                                       2 17 CFR 240.19b–4.




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     58666                      Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices

     I. Self-Regulatory Organization’s                       current practice or to the current                        Market Maker is not held to quote an
     Statement of the Terms of Substance of                  quoting obligations are being                             intra-day add of a series because the
     the Proposed Rule Change                                contemplated by this rule change.                         options series was not available for
        The Exchange proposes to amend its                   Accordingly, to the extent there are                      trading the entire day. The Exchange is
     rules related to Market Maker (i.e.,                    other differences between the proposed                    adding this exception to the rule text to
     Primary Market Maker and Competitive                    rule text and the current language, the                   make clear that Market Makers would
     Market Maker) quoting obligations.                      Exchange is in those cases either                         not be responsible for quoting an intra-
        The text of the proposed rule change                 conforming to Phlx Rule 1081(c) or                        day addition on the day it was added.
     is available on the Exchange’s website at               codifying current practice explicitly                     The Exchange does not count intra-day
     http://nasdaqmrx.cchwallstreet.com/, at                 within the proposed rule, as further                      adds of a series that were not available
     the principal office of the Exchange, and               discussed below.                                          for the entire day of trading because the
     at the Commission’s Public Reference                    Rule 804(e)                                               Market Maker would not have the
     Room.                                                                                                             opportunity to trade that particular
                                                                The Exchange first proposes to                         options series for the entire trading day,
     II. Self-Regulatory Organization’s                      remove the word ‘‘continuous’’ from the                   and therefore could not have anticipated
     Statement of the Purpose of, and                        title of Rule 804(e) and retitle the Rule                 the impact such intra-day adds would
     Statutory Basis for, the Proposed Rule                  as ‘‘Intra-day Quotes.’’ The Exchange is                  have on the calculation of its quoting
     Change                                                  replacing the word ‘‘continuous’’ with                    obligations.
        In its filing with the Commission, the               ‘‘intra-day’’ because the Exchange notes
                                                             that Market Makers quote a percentage                        The Exchange also proposes to note
     Exchange included statements                                                                                      within the new rule text the specific
     concerning the purpose of and basis for                 of the day and therefore the word
                                                             ‘‘continuous’’ may not accurately reflect                 quoting obligations for each type of
     the proposed rule change and discussed                                                                            Market Maker by adding: ‘‘On a daily
     any comments it received on the                         the manner in which Market Makers
                                                             quote on MRX. The Exchange also                           basis, a Market Maker must make
     proposed rule change. The text of these                                                                           markets consistent with the applicable
                                                             proposes related changes to replace the
     statements may be examined at the                                                                                 quoting requirements specified below.’’
                                                             word ‘‘continuous’’ with ‘‘intra-day’’
     places specified in Item IV below. The                                                                            The Exchange proposes to note within
                                                             within the Rulebook, specifically in
     Exchange has prepared summaries, set                                                                              the new rule text the specific quoting
                                                             Rules 701(c)(3) and (4), and Rule
     forth in sections A, B, and C below, of                                                                           obligations for each type of Market
                                                             702(d)(4).5
     the most significant aspects of such                       The Exchange also proposes to amend                    Maker. The Exchange is also adding rule
     statements.                                             Rule 804(e) by deleting the introductory                  text to explain the interplay between the
     A. Self-Regulatory Organization’s                       sentence: ‘‘A market maker must enter                     quoting obligations for Competitive
     Statement of the Purpose of, and                        continuous quotations for the options                     Market Makers, Primary Market Makers,
     Statutory Basis for, the Proposed Rule                  classes to which it is appointed                          and Competitive Market Makers that are
     Change                                                  pursuant to the following.’’ The                          Preferred Market Makers.7 Specifically,
                                                             Exchange proposes to specifically detail                  the Exchange proposes to add, similar to
     1. Purpose                                              a Market Maker’s quoting obligations in                   Phlx Rules: 8 ‘‘A Member will be
        The purpose of the proposed rule                     new rule text within paragraph (e) and                    required to meet each market making
     change is to amend Rule 804(e) to                       therefore believes that the deleted                       obligation separately. A Competitive
     provide greater detail regarding the                    language is not necessary given that the                  Market Maker who is also the Primary
     quoting obligations of Market Makers                    following sentences will replace this                     Market Maker will be held to the
     and the manner in which they are                        language, as described below.                             Primary Market Maker obligations in the
     calculated, and to restructure the                         The Exchange proposes to add new                       options series in which the Primary
     current rules to conform to rule text                   rule text to Rule 804(e). The first new                   Market Maker is assigned and will be
     used on its affiliated options market,                  sentence will provide, similar to Phlx                    held to Competitive Market Maker
     Nasdaq Phlx (‘‘Phlx’’).3 The Exchange                   Rule 1081(c): ‘‘A market maker must                       obligations in all other options series
     seeks to make conforming changes to                     enter bids and offers for the options to                  where assigned. A Competitive Market
     Rule 804(e) to promote structural                       which it is appointed, except in an                       Maker who receives a Preferenced
     consistency of the Exchange’s rules with                assigned options series listed intra-day 6                Order, as described in Supplementary
     those of its affiliated options markets,                on the Exchange.’’ The Exchange                           Material .03 to Rule 713, (‘‘Preferred
     and to allow its members to quickly                     believes this sentence is clearer than the                CMM’’) shall be held to the standard of
     compare quoting obligations across the                  current Rule 804(e) because it excepts                    a Preferred CMM in the options series
     Nasdaq, Inc. affiliated options markets.4               intra-day quotes. The Exchange notes                      of any assigned options class in which
     The Exchange notes that it is generally                 that this is the case today, where a                      it receives the Preferenced Order.’’ This
     including additional detail in its rules                                                                          is the case today, even though the
     on the existing obligations and process                    5 The Exchange notes that as part of a parallel ISE
                                                                                                                       current rule text does not explicitly state
     using the same format as Phlx Rule                      filing that also proposes to amend the quoting            that each obligation is separate. As such,
                                                             obligations, ISE proposes to replace the word
     1081(c). Other than one modification to                 ‘‘continuous’’ with ‘‘intra-day’’ within ISE Rule         the Exchange is proposing to make clear
     allow the Exchange to announce in                       1614(b)(10). ISE Chapter 16, including ISE Rule           that a member who is a Competitive
     advance a higher percentage of quoting                  1614, is incorporated by reference into the               Market Maker, Primary Market Maker,
     compliance standards as further                         Exchange’s Rulebook. As such, the proposed                or Preferred CMM will have quoting
                                                             amendment to ISE Rule 1614 will also apply to
     described below, no changes to the                      MRX Rule 1614. See SR–ISE–2018–90.
                                                                6 An intra-day listing or add of a series means, for      7 Supplementary Material .03 to Rule 713 allows
       3 See Phlx Rule 1081(c). See also Securities                                                                    an Electronic Access Member to designate a
                                                             purposes of this Rule 804(e), as an option series that
     Exchange Act Release No. 83209 (May 10, 2018), 83       is added manually on the same day the series              ‘‘Preferred Market Maker’’ on orders it enters into
     FR 22717 (May 16, 2018) (SR–Phlx–2018–22) (order        begins trading. The Exchange notes that an intra-         the System (‘‘Preferenced Orders’’). A Preferred
     granting approval of proposed rule change to amend      day add of a series would be counted the following        Market Maker may be the Primary Market Maker
     Phlx’s quoting requirements, among other changes).      trading day (next business day after the intra-day        appointed to the options class or any Competitive
       4 Nasdaq ISE, LLC (‘‘ISE’’) and Nasdaq GEMX,          add of a series was listed) when the options series       Market Maker appointed to the options class.
     LLC will file similar proposals.                        would be available for a full trading day.                   8 See Phlx Rule 1081(c).




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                                Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices                                                   58667

     obligations which may need to be                        not being amended.11 The only change                      Makers will be counted in arriving at
     separately met depending on the role.                   from current practice is to allow the                     the calculation for quoting obligations.
                                                             Exchange to announce in advance a                            The Exchange also proposes to add in
     Rule 804(e)(1)                                                                                                    Rule 804(e)(1): ‘‘Notwithstanding the
                                                             higher percentage than the current 60%
        To align its rule structure with Phlx                quoting requirement, which would                          foregoing, a Competitive Market Maker
     Rule 1081(c), the Exchange proposes to                  bring the Exchange’s rule in line with                    shall not be required to make two-sided
     relocate the quoting obligations of                     Phlx Rule 1081(c)(ii)(A). The Exchange                    markets pursuant to this Rule 804(e)(1)
     Competitive Market Makers currently in                  believes it may be appropriate to apply                   in any Quarterly Options Series, any
     subparagraph (2) of Rule 804(e) to                      a higher standard if doing so would be                    adjusted option series, and any option
     subparagraph (1), and set forth the rule                in the interest of a fair and orderly                     series with an expiration of nine months
     text currently in subparagraphs (2)(i)                  market.12 Otherwise, the proposed                         or greater for options on equities and
     and (2)(ii) therein, with a non-                        amendments described above are either                     exchange-traded funds (‘‘ETFs’’) or with
     substantive modification from the                       stylistic in nature or clarifying changes                 an expiration of twelve months or
     current ‘‘intraday’’ to ‘‘intra-day’’ for               that are intended to more specifically                    greater for index options.’’ These
     consistency throughout the Rule. As                     state the current quoting obligations as                  exceptions exist today for MRX and are
     such, proposed Rule 804(e)(1) will read:                60% of the cumulative number of                           being carried over into proposed Rule
     ‘‘On any given day, a Competitive                       seconds rather than 60% of the time the                   804(e)(1) from current Supplementary
     Market Maker is not required to enter                   class is open for trading on the                          Material .02 to Rule 804 with some
     quotations in the options classes to                    Exchange.13 While the current rule more                   modifications to conform to Phlx Rule
     which it is appointed. A Competitive                                                                              1081(c)(ii)(A). The majority of the
                                                             generally indicates that the Exchange
     Market Maker may initiate quoting in                                                                              changes from the current rule text are
                                                             currently reviews quoting as a
     options classes to which it is appointed                                                                          stylistic in nature to conform to Phlx’s
                                                             percentage of the time the class is open
     intra-day.’’ 9                                                                                                    language and to define ETFs within the
                                                             for trading on the Exchange, the two
        The Exchange also proposes to                                                                                  rule text itself. The Exchange also
                                                             standards are otherwise equivalent.
     remove the following sentence in Rule                                                                             proposes to add Quarterly Options
                                                             Furthermore, the Exchange adopted the
     804(e)(2)(iii): ‘‘Whenever a Competitive                                                                          Series, which is defined in Rule
                                                             Market Maker quoting requirements as
     Market Maker enters a quote in an                                                                                 100(a)(55), to the list of exceptions to
                                                             part of its application to be registered as
     options class to which it is appointed,                                                                           the quoting obligations for Competitive
                                                             a national securities exchange under its
     it must maintain continuous quotations                                                                            Market Makers. Quarterly Options
                                                             previous name of ISE Mercury, LLC.14                      Series are excluded from a Competitive
     in that class for 60% of the time the                   In approving the Market Maker quoting
     class is open for trading on the                                                                                  Market Maker’s quoting obligations
                                                             requirements, the Commission noted                        today, and the Exchange therefore seeks
     Exchange; provided, however, that a                     that the Exchange’s Market Maker
     Competitive Market Maker shall be                                                                                 to codify its current practice within the
                                                             requirements were identical to ISE’s                      proposed rule text. The Exchange notes
     required to maintain continuous                         rules.15 ISE in its adopting rule filing for
     quotations for 90% of the time the class                                                                          that Quarterly Options Series are
                                                             the 60% standard stated that it would                     similarly excluded from the market
     is open for trading on the Exchange in                  ‘‘calculate the percentage of time a
     any options class in which it receives                                                                            maker quoting obligations on Phlx.17
                                                             market maker quotes by dividing the                          The Exchange also proposes to add to
     Preferenced Orders (see Supplementary                   number of minutes a Market Maker                          Rule 804(e)(1): ‘‘Competitive Market
     Material .03 to Rule 713 regarding                      quotes in series of an options class                      Makers may choose to quote such series
     Preferenced Orders).’’ The Exchange                     (numerator) by the total minutes all                      in addition to regular series in the
     proposes to replace this language with                  series of the options class were open for                 options class, but such quotations will
     language in Rule 804(e)(1) that more                    trading on the Exchange                                   not be considered when determining
     technically defines a Competitive                       (denominator).’’ 16 As such, the                          whether a Competitive Market Maker
     Market Maker’s quoting obligation.10                    proposed changes for MRX will                             has met the obligation contained in this
     The Exchange proposes the following                     explicitly state the same standard                        paragraph (e)(1).’’ This language is being
     rule text: ‘‘If a Competitive Market                    (expressed in seconds) within the rule                    relocated from current Supplementary
     Maker initiates quoting in an options                   text itself. Adding ‘‘associated with the                 Material .02 to Rule 804, with a
     class, the Competitive Market Maker,                    same Member’’ conforms to Phlx Rule                       modification to update the cross-
     associated with the same Member, is                     1081(c)(ii)(A) and also makes clear that                  reference.
     collectively required to provide two-                   the obligation is at the firm level and                      Further, the definition of adjusted
     sided quotations in 60% of the                          that all associated Competitive Market                    options series currently within
     cumulative number of seconds, or such                                                                             Supplementary Material .02 to Rule 804
     higher percentage as the Exchange may                      11 As further discussed below, the Exchange will       will be relocated to subparagraph (1)(ii)
     announce in advance, for which that                     go from minutes to seconds as a way to express how        of Rule 804(e), and will be defined as
     Member’s assigned options class is open                 it will calculate this percentage of time. See note
                                                                                                                       ‘‘Adjusted Options Series’’ throughout
     for trading.’’ The 60% quoting                          16 below, with accompanying text.
                                                                12 Any such higher percentage would involve            Rule 804(e). The Exchange also
     requirement and the manner in which it                  appropriate advance announcement, which would             proposes to use the defined term
     is calculated as a percentage of time is                then be available on the Exchange’s website.              ‘‘Exchange-Traded Fund Shares,’’ which
                                                                13 Phlx Rule 1081(c)(ii)(A) similarly sets forth the
                                                                                                                       is defined in Rule 502(h), instead of
       9 The quoting obligations of Primary Market           quoting obligations as a percentage of the
                                                             cumulative number of seconds.
                                                                                                                       ‘‘exchange-traded fund shares’’ in the
     Makers currently in subparagraph (1) of Rule 804(e)
     and Supplementary Material to Rule 804 will be set         14 See Securities Exchange Act Release No. 76998       proposed definition of Adjusted Options
     forth in new subparagraph (2) under the Exchange’s      (January 29, 2016), 81 FR 6066 (February 4, 2016)         Series for consistency with the rest of
     proposal, as further discussed below.                   (File No. 10–221). The Exchange subsequently              the Exchange’s Rulebook.
       10 The proviso setting forth the 90% quoting          changed its name to Nasdaq MRX.                              Finally, the Exchange proposes to
                                                                15 Id. at 6078.
     obligation for Competitive Market Makers with                                                                     relocate current subparagraph (2)(iv) in
     Preferenced Orders currently in subparagraph               16 See Securities Exchange Act Release No. 69175

     (2)(iii) will be replaced with more detailed language   (March 19, 2013), 78 FR 17988 (March 25, 2013)            Rule 804(e) to proposed subparagraph
     in proposed Rule 804(e)(3), as further described        (SR–ISE–2013–17) (‘‘2013 ISE Proposal’’) at 17989.
     below.                                                  See also SR–ISE–2018–90.                                   17 See   Phlx Rule 1081(c)(ii)(A).



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     58668                      Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices

     (1)(ii). The Exchange is not proposing                   quoting requirement; rather, the                       The Exchange notes that Phlx
     any amendments to the rule text itself                   Exchange proposes to more specifically                 Specialists are similarly required to
     other than to replace the word                           state the current quoting obligations as               make two-sided markets in Quarterly
     ‘‘continuous’’ with ‘‘intra-day’’ for the                90% of the cumulative number of                        Options Series.22
     reasons discussed above.                                 seconds rather than 90% of the time the
                                                                                                                     Rule 804(e)(3)
     Rule 804(e)(2)                                           class is open for trading on the
                                                              Exchange. While the current rule in                       Currently as set forth in Rule
        As noted above, the Exchange                          Supplementary Material .01 to Rule 804                 804(e)(2)(iii), a Competitive Market
     proposes to set forth the quoting                        more generally indicates that the                      Maker is required to maintain
     obligations of Primary Market Makers in                  Exchange currently reviews quoting as a                continuous quotations for 90% of the
     Rule 804(e)(2). Currently as set forth in                percentage of the time the class is open               time the class is open for trading on the
     Rule 804(e)(1), Primary Market Makers                    for trading on the Exchange, the two                   Exchange in any options class in which
     must enter continuous quotations in all                  standards are otherwise equivalent.21                  it receives the Preferenced Order
     of the series of the options classes to                  Accordingly, the proposed changes will                 pursuant to Supplementary Material .03
     which they are appointed.18 Pursuant to                  explicitly state the same standard                     to Rule 713. The Exchange now
     Supplementary Material .01 to Rule 804,                  (expressed in seconds) within the rule                 proposes to replace this language with
     Primary Market Makers are deemed to                      text itself. Adding ‘‘associated with the              language that more technically defines
     have provided continuous quotes if they                  same Member’’ to the first sentence                    the quoting obligations of the
     provide two-sided quotes for 90% of the                  conforms to Phlx Rule 1081(c)(ii)(B) and               Competitive Market Maker that receives
     time that an options class is open for                   also makes clear that the obligation is at             the Preferenced Order (i.e., Preferred
     trading on the Exchange. Similar to the                  the firm level and that all associated                 CMM) in new Rule 804(e)(3). The
     quoting obligations for Competitive                      Primary Market Makers will be counted                  Exchange proposes to add in Rule
     Market Makers, the Exchange proposes                     in arriving at the calculation for quoting             804(e)(3) that Preferred CMMs,
     to replace this language with language                   obligations.                                           associated with the same Member, are
     in Rule 804(e)(2) that more technically                    The Exchange also proposes to more                   collectively required to provide two-
     defines a Primary Market Maker’s                         specifically state within Rule 804(e)(2)               sided quotations in 90% of the
     quoting obligations. Proposed Rule                       that Primary Market Makers shall be                    cumulative number of seconds, or such
     804(e)(2) will provide that Primary                      required to make two-sided markets                     higher percentage as the Exchange may
     Market Makers, associated with the                       pursuant to Rule 804(e)(2) in any                      announce in advance, for which that
     same Member, are collectively required                                                                          Member’s assigned options class is open
                                                              Quarterly Options Series, any Adjusted
     to provide two-sided quotations in 90%                                                                          for trading. A Member shall be
                                                              Options Series, and any options series
     of the cumulative number of seconds, or                                                                         considered preferenced in an assigned
                                                              with an expiration of nine months or
     such higher percentage as the Exchange                                                                          options class once the Member receives
                                                              greater for options on equities and ETFs
     may announce in advance, for which                                                                              a Preferenced Order in any option class
                                                              or with an expiration of twelve months
     that Member’s assigned options class is                                                                         in which they are assigned and shall be
                                                              or greater for index options. The
     open for trading.19 Similar to the                                                                              considered a preferenced for that day in
                                                              proposed changes do not amend the
     proposed changes to the 60% quoting                                                                             all series for that option class in which
                                                              current quoting obligations of Primary
     requirement for Competitive Market                                                                              it received the Preferenced Order.
                                                              Market Makers with respect to these
     Makers discussed above, the 90%                                                                                 Notwithstanding the foregoing, a
                                                              options series. As discussed above,                    Preferred CMM shall not be required to
     quoting requirement for Primary Market                   Supplementary Material .02 to Rule 804
     Makers and the manner in which it is                                                                            make two-sided markets pursuant to
                                                              currently excludes adjusted options                    Rule 804(e)(3) in any Quarterly Options
     calculated as a percentage of time is not                series and long-term options series from
     being amended. The only change from                                                                             Series, any Adjusted Options Series,
                                                              the quoting obligations of Competitive                 and any options series with an
     current practice is to allow the                         Market Makers and Preferred CMMs. As
     Exchange to announce in advance a                                                                               expiration of nine months or greater for
                                                              noted above, while the current rule in                 options on equities and ETFs or with an
     higher percentage than the current 90%                   paragraph (e)(1) implicitly provides that
     quoting obligation, which would bring                                                                           expiration of twelve months or greater
                                                              these exceptions do not apply to                       for index options.
     the Exchange’s rule in line with Phlx                    Primary Market Makers and that their
     Rule 1081(c)(ii)(B). As discussed above                                                                            The Exchange notes that similar to the
                                                              quoting obligations include such series,               proposed language for the Competitive
     for the Competitive Market Maker                         the Exchange proposes to explicitly
     quoting obligations, the Exchange                                                                               Market Maker and Primary Market
                                                              state that Primary Market Makers are                   Maker quoting obligations discussed
     believes it may be appropriate to apply                  required to make two-sided markets in
     a higher standard if doing so would be                                                                          above, the only change from current
                                                              the specified options series.                          practice is to allow the Exchange to
     in the interest of a fair and orderly                    Furthermore, Primary Market Makers
     market.20 Otherwise, the Exchange does                                                                          announce in advance a higher
                                                              are required to make two-sided markets                 percentage than the current 90%
     not propose to amend the current 90%                     in Quarterly Options Series today.                     quoting obligation, which would bring
       18 This means that the Primary Market Maker
                                                              Accordingly, the Exchange seeks to add                 the Exchange’s rule in line with Phlx
     quoting requirement includes all series of an
                                                              Quarterly Options Series to the Rule                   Rule 1081(c)(ii)(C). As discussed above
     appointed options class, including the options           804(e)(2) to codify its current practice.              for the Competitive Market Maker and
     series that are currently excluded from the quoting
     requirements of Competitive Market Makers and
                                                                                                                     Primary Market Maker quoting
                                                                21 See 2013 ISE Proposal, footnote 16 (providing
     Preferred CMMs (i.e., Quarterly Options Series,          that to calculate whether a Primary Market Maker
                                                                                                                     obligations, the Exchange believes it
     Adjusted Options Series, and long-term options). As      has maintained quotations for at least 90% of the      may be appropriate to apply a higher
     discussed below, the Exchange will explicitly state      time, the Exchange will divide the total number of     standard if doing so would be in the
     that a Primary Market Maker’s quoting obligations        minutes a Primary Market Maker maintained
     will include these specified options series.
                                                                                                                     interest of a fair and orderly market.23
                                                              quotations in options series of a class (numerator)
       19 Phlx Rule 1081(c)(ii)(B) similarly sets forth the
                                                              by the total minutes all series of the options class
                                                                                                                     Otherwise, the 90% quoting
     quoting obligations as a percentage of the               were open for trading on the Exchange
     cumulative number of seconds.                            (denominator)). As discussed above, MRX’s quoting       22 See   Phlx Rule 1081(c)(ii)(B).
       20 See note 12 above.                                  requirements are identical to ISE’s requirements.       23 See   note 12 above.



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                                 Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices                                                  58669

     requirement for Preferred CMMs and the                   804(e)(1) that Preferred CMMs may                    required to quote every single assigned
     manner in which it is calculated as a                    choose to quote such series in addition              options series in order to meet its
     percentage of time is not being                          to regular series in the options class, but          quoting obligations). Also, the Exchange
     amended; rather, the Exchange proposes                   such quotations will not be considered               proposes to state: ‘‘Compliance with this
     to more specifically express the current                 when determining whether a Preferred                 requirement is determined by reviewing
     quoting obligations as 90% of the                        CMM has met the obligation contained                 the aggregate of quoting in assigned
     cumulative number of seconds rather                      in this paragraph (e)(3). This language is           options series for the Member.’’ This
     than 90% of the time the class is open                   currently in Supplementary Material .02              language is similar to language presently
     for trading on the Exchange.24 As noted                  to Rule 804, and applies to the quoting              in Supplementary Material .01 to Rule
     above for Competitive Market Makers                      obligations for both Competitive Market              804 27 and clarifies that the quoting
     and Primary Market Makers, the two                       Makers and Preferred CMMs. Finally,                  obligations apply to all of the Market
     standards are equivalent even though                     the Exchange proposes to relocate                    Maker’s assigned options series
     the current rule more generally                          language from Supplementary Material                 collectively, which is how the Exchange
     expresses that the Exchange reviews                      .02 to Rule 804 into new paragraph                   applies the quoting obligation today. As
     quoting as a percentage of time. As                      (e)(3), with some modifications to                   such, the proposed language simply
     such, the proposed changes will                          update a cross-reference and remove                  conforms the text to Phlx Rule
     explicitly state the same standard                       redundant language, as follows: ‘‘A                  1081(c)(ii)(D).
     (expressed in seconds) within the rule                   Preferred CMM may be preferenced in
                                                              such series and receive enhanced                     Rule 804(e)(5)
     text itself.
       Adding ‘‘associated with the same                      allocations pursuant to Nasdaq MRX                      The Exchange proposes to adopt a
     Member’’ conforms to Phlx Rule                           Rule 713, Supplementary Material .03,                new Rule 804(e)(5) to provide that MRX
     1081(c)(ii)(C) and also makes clear that                 only if it complies with the heightened              Regulation may consider exceptions to
     the obligation is at the firm level and                  90% quoting requirement contained in                 the above-referenced requirement to
     that all associated Preferred CMMs will                  this paragraph (e)(3).’’                             quote based on demonstrated legal or
     be counted in arriving at the calculation                                                                     regulatory requirements or other
                                                              Rule 804(e)(4)
     for quoting obligations. Furthermore,                                                                         mitigating circumstances. This language
     the proposed language is being added to                     The Exchange proposes to add new                  is similar to language presently in
     clarify when a Preferred CMM is                          rule text at Rule 804(e)(4) to provide the           Supplementary Material .01 to Rule
     considered to be preferenced in an                       method by which the Exchange will                    804,28 but specifies that MRX
     assigned options class, and does not                     calculate the Market Maker quoting                   Regulation (i.e., the Exchange’s
     amend the Exchange’s current practice.                   obligations contained in proposed                    regulatory department) may consider
     The Exchange, similar to today, will                     subparagraphs (1)–(3) of Rule 804(e).                exceptions to the quoting obligation,
     exclude any Quarterly Options Series,                    The Exchange proposes to state that the              which is the case today, and aligns the
     any Adjusted Options Series, and any                     Exchange will (i) take the total number              rule text to Phlx Rule 1081(c)(iii). The
     options series with an expiration of nine                of seconds the Member disseminates                   Exchange further proposes to add the
     months or greater for options on equities                quotes in each assigned options series,              following rule text to new Rule
     and ETFs or with an expiration of                        excluding, for Competitive Market                    804(e)(5): ‘‘For purposes of the
     twelve months or greater for index                       Makers and Preferred CMMs, Quarterly                 Exchange’s surveillance of Member
     options from the quoting obligations of                  Option Series, any Adjusted Option                   compliance with this rule, the Exchange
     Preferred CMMs.25 As discussed above,                    Series, and any option series with an                will determine compliance on a
     Supplementary Material .02 to Rule 804                   expiration of nine months or greater for             monthly basis. The Exchange’s monthly
     currently provides an exception from                     options on equities and ETFs or with an              compliance evaluation of the quoting
     the quoting obligations in adjusted                      expiration of twelve months or greater               requirement does not relieve a Member
     options series and any long-term                         for index options; and (ii) divide that              of the obligation to provide two-sided
     options series for Preferred CMMs. As                    time by the eligible total number of                 quotes on a daily basis, nor will it
     such, proposed Rule 804(e)(3) makes                      seconds each assigned option series in               prohibit the Exchange from taking
     clear that such Members are not                          the options class is open for trading that           disciplinary action against a Member for
                                                              day. Similar to Phlx Rule 1081(c)(ii)(D),            failing to meet the quoting obligation
     required to make two-sided markets in
                                                              the Exchange believes that the addition              each trading day.’’ The proposed rule
     these options series. In addition,
                                                              of this language will bring greater                  text is similar to language currently in
     Preferred CMMs are not required to
                                                              transparency to the manner in which                  Supplementary Material .01 to Rule
     make two-sided markets in Quarterly
                                                              the Exchange calculates the quoting                  804,29 and is merely rephrased to
     Options Series today.
       Accordingly, the Exchange seeks to                     obligation. The Exchange is not
     add Quarterly Options Series to the list                 amending the manner in which the                       27 The current language provides: ‘‘Compliance

     of exceptions in proposed Rule 804(e)(3)                 quoting obligation is calculated; rather             with this Primary Market Marker quoting
     to codify its current practice.26                        the Exchange is simply adding to the                 requirement and the Competitive Market Maker
                                                              current rule the exact manner in which               quoting requirements contained in (e)(2)(iii) above
       The Exchange will add in proposed                                                                           will be applied to all option classes quoted
     Rule 804(e)(3) similar language for                      the Exchange determines the quoting                  collectively on a daily basis.’’
     Preferred CMMs as proposed for                           percentage. The Exchange also proposes                 28 The current language provides: ‘‘The Exchange

     Competitive Market Makers in Rule                        to add the following in Rule 804(e)(4):              may consider other exceptions to this continuous
                                                              ‘‘Quoting is not required in every                   electronic quote obligation based on demonstrated
                                                              assigned options series.’’ This sentence             legal or regulatory requirements or other mitigating
       24 Phlx Rule 1081(c)(ii)(C) similarly sets forth the
                                                                                                                   circumstances.’’
     quoting obligations as a percentage of the               is not currently in the rule. The added                29 The current language provides: ‘‘Overall
     cumulative number of seconds.                            language is not amending the                         compliance with market maker quoting obligations
       25 This exception is currently set forth in
                                                              Exchange’s current practice; rather the              will be determined on a monthly basis. However,
     Supplementary Material .02 to Rule 804.                  Exchange is clearly stating that quoting             the ability of the Exchange to determine compliance
       26 Directed SQTs and Directed RSQTs on Phlx are                                                             on a monthly basis does not: (1) relieve market
     similarly excluded from making two-sided markets
                                                              is not required in every assigned options            makers from their obligation to meet daily quoting
     in Quarterly Options Series. See Phlx Rule               series to make clear the current                     requirements in Rule 804; and (2) prohibit the
     1081(c)(ii)(C).                                          obligation (i.e., the Market Maker is not                                                       Continued




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     58670                      Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices

     conform to Phlx Rule 1081(c)(iii). As                   believes that it is consistent with the               on these often less frequently traded
     such, the Exchange is not amending the                  Act to have the ability to announce a                 options series impact the risk
     manner in which the surveillance                        higher percentage in the interest of                  parameters acceptable to the Market
     functions today, and the proposed                       maintaining a fair and orderly market.                Makers, and therefore the quoting
     amendments to Rule 804(e)(5) are not                    As noted above, the Exchange would                    obligation exceptions (including
     substantive in nature.                                  provide appropriate advance                           Quarterly Options Series) are to
                                                             announcement for any such higher                      incentivize Market Makers to continue
     Rule 804(e)(6)
                                                             percentage, which would then be                       to seek assignments in these options
        The Exchange proposes to adopt a                     available on the Exchange’s website.                  series and thereby promote liquidity in
     new Rule 804(e)(6) that provides: ‘‘If a                Otherwise, the Exchange notes that to                 options classes listed on the Exchange
     technical failure or limitation of a                    the extent that there are rule text                   to the benefit of investors and the public
     System of the Exchange prevents a                       changes from the current language,                    interest.
     Member from maintaining, or prevents a                  these differences are all to harmonize its               The Exchange is also proposing to
     market maker from communicating to                      rules with Phlx Rule 1081(c) to promote               explicitly state that a member will be
     the Exchange, timely and accurate                       consistency among similar rules of the                required to meet each market making
     quotes, the Member shall promptly                       Exchange and its affiliates, or to codify             obligation separately in order to make
     notify the Exchange and the duration of                 its current practice within the proposed              clear that a Competitive Market Maker,
     such failure or limitation shall not be                 rule text to bring transparency to the                Primary Market Maker, or Preferred
     included in any of the calculations                     Exchange’s rulebook.                                  CMM will have quoting obligations
     under this subparagraph (e) with respect                                                                      which may need to be met separately,
     to the affected quotes.’’ This language is                 Specifically, the Exchange believes
                                                                                                                   depending on the role. In addition, the
     being relocated from Supplementary                      that replacing ‘‘continuous’’ with ‘‘intra-
                                                                                                                   Exchange is expressing each of the
     Material .01 to Rule 804, and modified                  day’’ throughout the rulebook is
                                                                                                                   current quoting obligations as a
     to specifically refer to the calculations               consistent with the Act because it more
                                                                                                                   percentage of the cumulative number of
     in proposed subparagraph (e), capitalize                accurately reflects the manner in which
                                                                                                                   seconds rather than as a percentage of
     ‘‘System,’’ which is a defined term, and                Market Makers quote on MRX. Also in
                                                                                                                   the time the class is open for trading on
     rephrased to conform to Phlx Rule                       the introductory sentence to Rule
                                                                                                                   the Exchange in order to add more
     1081(c)(iv).                                            804(e), the Exchange is codifying its
                                                                                                                   transparency as to the standards by
                                                             current practice of excluding intra-day               which a Market Maker’s quoting
     Clean-Up Changes                                        additions of assigned options series                  obligations are measured. In the same
       The Exchange proposes to delete                       from a Market Maker’s quoting                         vein, the proposed rule text in Rule
     Supplementary Materials .01 and .02 to                  obligations to make clear that Market                 804(e)(4) to describe the exact manner
     Rule 804, and all related cross-                        Makers would not be responsible for                   in which the Exchange calculates the
     references throughout the Rulebook. As                  such series on the day it was added. As               quoting obligations by specifying the
     explained above, this rule text is being                noted above, for purposes of calculating              numerator and denominator
     relocated within the proposed rule text                 the quoting obligations, the Exchange                 calculations, as well as clarifying that
     with some modifications. Finally, the                   counts an intra-day add of a series the               quoting is not required in every
     Exchange proposes to update all cross-                  following trading day when the options                assigned options series, adds
     references to Rule 804(e) in its Rules to               series would be available for a full                  transparency to the Exchange’s
     reflect the proposed renumbering and                    trading day. The Exchange believes that               rulebook, and allows members to better
     expansion of rules described above.                     codifying this current exception within               monitor whether they are in compliance
                                                             the rule text is consistent with the Act              with their quoting requirements.
     2. Statutory Basis
                                                             as it will bring transparency to the                     Adding ‘‘associated with the same
        The Exchange believes that its                       Exchange’s rulebook. The Exchange                     Member’’ throughout the proposed rule
     proposal is consistent with Section 6(b)                does not count intra-day adds of options              text conforms to Phlx Rule 1081(c)(ii)
     of the Act,30 in general, and furthers the              series that were not available for the                and adds clarity that the quoting
     objectives of Section 6(b)(5) of the Act,31             entire day of trading because the Market              obligations are at the firm level, and that
     in particular, in that it is designed to                Maker would not have the opportunity                  all associated Market Makers will be
     promote just and equitable principles of                to trade that particular options series for           counted in arriving at the applicable
     trade, to remove impediments to and                     the entire trading day, and therefore                 calculation for quoting obligations.
     perfect the mechanism of a free and                     could not have anticipated the impact                 Specifically stating that Primary Market
     open market and a national market                       such intra-day additions would have on                Makers are required to make two-sided
     system, and, in general to protect                      the calculation of its quoting                        markets in any Quarterly Options
     investors and the public interest. The                  obligations. The Exchange also believes               Series, any Adjusted Options Series,
     Exchange believes that its proposed rule                that codifying its current practice of                and any long-term options series
     change provides further detail as to the                excluding Quarterly Options Series from               codifies what was implicit in the
     quoting obligations of Market Makers.                   the quoting requirements of Competitive               current rule text which required
     As discussed above, other than one                      Market Makers and Preferred CMMs                      Primary Market Makers to enter
     modification to allow the Exchange to                   will bring clarity to the Exchange’s                  continuous quotations in all of the
     announce in advance a higher                            rulebook that quotes in such series will              series listed on the Exchange in their
     percentage of quoting compliance                        not be considered in determining                      assigned options classes, as further
     standards, the Exchange is not                          whether a Competitive Market Maker or                 described above. Finally, adding that
     amending current practice or its current                Preferred CMM complied with their                     the Member is considered preferenced
     quoting obligations. The Exchange                       respective quoting obligations. Similar               for that day in all series for that assigned
                                                             to the Adjusted Options Series and long-              options class in which it received the
     Exchange from bringing disciplinary action against
     a market maker for failure to meet its daily quoting
                                                             term options series that are currently                Preferenced Order is similarly codifying
     requirements set forth in Rule 804.’’                   explicitly listed as exceptions in the                the Exchange’s current practice and will
       30 15 U.S.C. 78f(b).                                  rule text, it is the Exchange’s                       bring more transparency to the
       31 15 U.S.C. 78f(b)(5).                               understanding that quoting obligations                Rulebook.


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                                 Federal Register / Vol. 83, No. 224 / Tuesday, November 20, 2018 / Notices                                                  58671

       Overall, the Exchange believes that its                    At any time within 60 days of the                   filing also will be available for
     proposal is consistent with the Act                       filing of the proposed rule change, the                inspection and copying at the principal
     because the proposed rule text protects                   Commission summarily may                               office of the Exchange. All comments
     investors and the public interest by                      temporarily suspend such rule change if                received will be posted without change.
     providing clear language that will be                     it appears to the Commission that such                 Persons submitting comments are
     utilized on all Nasdaq, Inc.-affiliated                   action is necessary or appropriate in the              cautioned that we do not redact or edit
     options markets for easy comparison by                    public interest, for the protection of                 personal identifying information from
     common members that are engaged in                        investors, or otherwise in furtherance of              comment submissions. You should
     market making activities on both the                      the purposes of the Act. If the                        submit only information that you wish
     Exchange and its affiliates. As discussed                 Commission takes such action, the                      to make available publicly. All
     above, the proposed changes will                          Commission shall institute proceedings                 submissions should refer to File
     restructure MRX’s current rules on                        to determine whether the proposed rule                 Number SR–MRX–2018–34 and should
     Market Maker quoting obligations to                       should be approved or disapproved.                     be submitted on or before December 11,
     conform to rule text used on its affiliate,               IV. Solicitation of Comments                           2018.
     Phlx. The Exchange further believes that                                                                           For the Commission, by the Division of
     the proposed rule changes would                             Interested persons are invited to
                                                               submit written data, views, and                        Trading and Markets, pursuant to delegated
     remove impediments to and perfect the                                                                            authority.34
     mechanism of a free and open market by                    arguments concerning the foregoing,
                                                               including whether the proposed rule                    Eduardo A. Aleman,
     ensuring that members, regulators and
                                                               change is consistent with the Act.                     Assistant Secretary.
     the public can more easily navigate and
     understand the Exchange’s rulebook,                       Comments may be submitted by any of                    [FR Doc. 2018–25234 Filed 11–19–18; 8:45 am]
     thereby avoiding potential confusion.                     the following methods:                                 BILLING CODE 8011–01–P

     B. Self-Regulatory Organization’s                         Electronic Comments
     Statement on Burden on Competition                          • Use the Commission’s internet                      SECURITIES AND EXCHANGE
       The Exchange does not believe that                      comment form (http://www.sec.gov/                      COMMISSION
     the proposed rule change will impose                      rules/sro.shtml); or
                                                                 • Send an email to rule-comments@
     any burden on competition that is not                                                                            [Release No. 34–84585; File No. SR–
                                                               sec.gov. Please include File Number SR–
     necessary or appropriate in further of                                                                           PEARL–2018–24]
                                                               MRX–2018–34 on the subject line.
     the purposes of the Act. The proposal
     does not impose a burden on                               Paper Comments                                         Self-Regulatory Organizations; MIAX
     competition because the Exchange will                                                                            PEARL, LLC; Notice of Filing and
                                                                 • Send paper comments in triplicate
     continue to uniformly calculate and                                                                              Immediate Effectiveness of a Proposed
                                                               to Secretary, Securities and Exchange
     apply the quoting obligations for all                                                                            Rule Change To Amend Rule 406,
                                                               Commission, 100 F Street NE,
     Market Makers. Other than to allow the                                                                           Long-Term Option Contracts
                                                               Washington, DC 20549–1090.
     Exchange to announce in advance a                         All submissions should refer to File                   November 14, 2018.
     higher percentage of quoting                              Number SR–MRX–2018–34. This file
     compliance standards, the Exchange’s                                                                                Pursuant to the provisions of Section
                                                               number should be included on the
     proposal does not modify the current                                                                             19(b)(1) of the Securities Exchange Act
                                                               subject line if email is used. To help the
     practice or the current quoting                                                                                  of 1934 (‘‘Act’’),1 and Rule 19b–4
                                                               Commission process and review your
     obligations on MRX, as further                                                                                   thereunder,2 notice is hereby given that
                                                               comments more efficiently, please use
     discussed above.                                                                                                 on November 8, 2018, MIAX PEARL,
                                                               only one method. The Commission will
                                                                                                                      LLC (‘‘MIAX PEARL’’ or ‘‘Exchange’’)
     C. Self-Regulatory Organization’s                         post all comments on the Commission’s
                                                                                                                      filed with the Securities and Exchange
     Statement on Comments on the                              internet website (http://www.sec.gov/
                                                                                                                      Commission (‘‘Commission’’) a
     Proposed Rule Change Received From                        rules/sro.shtml). Copies of the
                                                                                                                      proposed rule change as described in
     Members, Participants, or Others                          submission, all subsequent
                                                                                                                      Items I and II below, which Items have
                                                               amendments, all written statements
       No written comments were either                                                                                been prepared by the Exchange. The
                                                               with respect to the proposed rule
     solicited or received.                                                                                           Commission is publishing this notice to
                                                               change that are filed with the
                                                                                                                      solicit comments on the proposed rule
     III. Date of Effectiveness of the                         Commission, and all written
                                                                                                                      change from interested persons.
     Proposed Rule Change and Timing for                       communications relating to the
     Commission Action                                         proposed rule change between the                       I. Self-Regulatory Organization’s
       Because the foregoing proposed rule                     Commission and any person, other than                  Statement of the Terms of Substance of
     change does not: (i) Significantly affect                 those that may be withheld from the                    the Proposed Rule Change
     the protection of investors or the public                 public in accordance with the
                                                               provisions of 5 U.S.C. 552, will be                       The Exchange is filing a proposal to
     interest; (ii) impose any significant                                                                            amend MIAX PEARL Rule 406, Long-
     burden on competition; and (iii) become                   available for website viewing and
                                                               printing in the Commission’s Public                    Term Option Contracts.
     operative for 30 days from the date on
     which it was filed, or such shorter time                  Reference Room, 100 F Street NE,                          The text of the proposed rule change
     as the Commission may designate, it has                   Washington, DC 20549, on official                      is available on the Exchange’s website at
     become effective pursuant to Section                      business days between the hours of                     http://www.miaxoptions.com/rule-
     19(b)(3)(A)(iii) of the Act 32 and                        10:00 a.m. and 3:00 p.m. Copies of the                 filings/pearl at MIAX PEARL’s principal
     subparagraph (f)(6) of Rule 19b–4                                                                                office, and at the Commission’s Public
     thereunder.33                                             the Commission written notice of its intent to file    Reference Room.
                                                               the proposed rule change at least five business days
                                                               prior to the date of filing of the proposed rule
       32 15                                                                                                            34 17 CFR 200.30–3(a)(12).
              U.S.C. 78s(b)(3)(A)(iii).                        change, or such shorter time as designated by the
       33 17                                                                                                            1 15 U.S.C. 78s(b)(1).
              CFR 240.19b–4(f)(6). In addition, Rule 19b–      Commission. The Exchange has satisfied this
     4(f)(6) requires a self-regulatory organization to give   requirement.                                             2 17 CFR 240.19b–4.




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Document Created: 2018-11-20 07:58:58
Document Modified: 2018-11-20 07:58:58
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 58665 

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