[Federal Register Volume 77, Number 130 (Friday, July 6, 2012)]
[Notices]
[Pages 40112-40118]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-16519]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67315; File No. SR-NYSEMKT-2012-14]
Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of
Proposed Rule Change Adopting Rules Governing the Listing and Trading
of New Products Known as DIVS, OWLS, and RISKS
June 29, 2012.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that, on June 19, 2012, NYSE MKT LLC (``Exchange'' or
``NYSE MKT''), on behalf of NYSE Amex Options LLC (``NYSE Amex
Options''), 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C.78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to adopt rules governing the listing and
trading of a new product known as DORS. The text of the proposed rule
change is available on the Exchange's Web site at www.nyse.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 self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those 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 parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to adopt rules governing the listing and
trading of a new product known as DORS.\3\ The Exchange believes that
the product will give investors additional opportunities to manage risk
by offering the ability to invest discretely in three instruments that,
when taken together, represent the total return of a security over a
certain period of time.
---------------------------------------------------------------------------
\3\ In addition, under proposed Rule 900DORS(a), DORS would be
included within the definition of ``security'' or ``securities'' as
those terms are used in the Constitution and Rules of the Exchange.
---------------------------------------------------------------------------
a. Generally
DORS are comprised of three components: DIVS, OWLS, and RISKS, each
of which is described more fully below. Each component has a different
risk/reward profile and will be able to be bought or sold separately to
achieve a specific investment goal. The three components, when combined
appropriately (i.e., long a DIVS, OWLS, and RISKS on the same
underlying security, having the same expiration, where the OWLS and
RISKS have identical strike prices), are expected to generate total
returns that will attempt to replicate that of a long stock position
held for the same duration.
DIVS--The phrase ``Dividend Value of Stock'' or the term ``DIVS''
refers to an option contract that returns to the investor a stream of
periodic cash flows equivalent to the dividends paid by the underlying
stock. An investor that holds a long DIVS contract will receive cash
payments equal to the dividend paid by the underlying security. Such
payment will occur on the ``ex-dividend'' date for the underlying
security. The investor will continue to have the right to earn such
dividend-equivalent cash payments as long as the investor remains long
the DIVS contract up until such time as the DIVS contract expires. DIVS
contracts will be European style and cannot be exercised prior to
expiration.
OWLS--The phrase ``Options With Limited Stock'' or the term
``OWLS'' refers to an option contract that returns to the investor at
expiration shares of the underlying security equal in value to the
lesser of (1) the current value of the underlying security or (2) the
strike price of the option contract. At expiration, regardless of how
high the stock closes above the strike price of an OWLS contract, the
holders of the contract will never receive more than shares of stock
equivalent in value to the strike price of the OWLS contract. The risk/
reward of a long OWLS position is similar to a buy/write or covered
call position, less the dividends, if any. A long OWLS position offers
an investor some limited downside protection in exchange for limiting
his or her upside participation to the strike price of the OWLS
contract. OWLS contracts will be European style and cannot be exercised
prior to expiration.
RISKS--The phrase ``Residual Interest in Stock'' or the term
``RISKS'' refers to an option contract that returns to the investor at
expiration shares of the underlying security equal in value to the
difference between the value of the underlying security at expiration
and the strike price of the contract. At expiration, holders of RISKS
will receive nothing if the stock closes at or below the strike price
of the RISKS contract. A position consisting of a long RISKS contract
has a risk/reward similar to that of a long call position. A long RISKS
position offers an investor all of the upside price appreciation above
the strike price of the RISKS contract while limiting the investor's
capital at risk to the premium paid to acquire the RISKS contract.
RISKS contracts will be European style and cannot be exercised prior to
expiration.
[[Page 40113]]
The Exchange believes that the structure of the product will enable
investors to hedge or obtain exposure to discrete portions of the total
return of a security. For example, an investor interested in generating
more current income while eliminating stock price risk could sell both
the RISKS and OWLS against a long position in XYZ stock.\4\ This would
enable the investor to continue to vote as a shareholder and retain the
dividends paid by XYZ for the next five years with no stock price risk.
In addition, the investor would receive the premium from selling the
RISKS and OWLS, and could earn interest on that premium. At expiration,
the investor would deliver 100 shares of XYZ to satisfy settlement of
the RISKS and OWLS sold. A slightly less conservative investor could
sell just a RISKS contract against the investor's long stock position
so that at expiration they will only be obligated to sell some portion
of their long stock holdings (stock equal in value to the difference--
if any--in price of the stock and the strike price of the RISKS
contract). In the interim the investor will continue to vote as a
shareholder, earn the dividends paid by the stock and earn interest on
the premium received from selling the RISKS contract.
---------------------------------------------------------------------------
\4\ For every 100 shares of stock held long, the investor could
sell one RISKS, one OWLS, and one DIVS contract and be fully hedged.
---------------------------------------------------------------------------
b. Listing Standards
Any security eligible for listed options pursuant to Rule 915 will
also be suitable for the listing of DORS. The Exchange will generally
seek to list DORS contracts on securities that also trade regular
listed options; however, there may be instances where securities
eligible for listing and trading options do not have DORS contracts
listed and vice versa.
Rule 915 specifies the criteria for underlying securities to be
eligible for listed options. Generally, underlying securities in
respect of which put or call option contracts are approved for listing
and trading on the Exchange must meet the following criteria:
The security must be duly registered and be an ``NMS
stock'' as defined in Rule 600 of Regulation NMS under the Securities
Exchange Act of 1934; and
The security shall be characterized by a substantial
number of outstanding shares which are widely held and actively traded.
Rule 915 also provides that the Board of Directors of the Exchange
shall from time to time establish guidelines to be considered by the
Exchange in evaluating potential underlying securities for Exchange
option transactions. In addition, Rule 915 states that there are many
relevant factors which must be considered in arriving at such a
determination. Under Rule 915, the fact that a particular security may
meet the guidelines established by the Board does not necessarily mean
that it will be approved as an underlying security. Further, in
exceptional circumstances an underlying security may be approved by the
Exchange even though it does not meet all of the guidelines. The
Exchange may also give consideration to maintaining diversity among
various industries and issuers in selecting underlying securities. With
respect to DORS, as a practical matter the Exchange shall generally
avoid listing DORS on securities that meet the criteria in Rule 915 but
in fact do not have regular put and call options listed for trading.
The Exchange believes that DORS are complementary products to regular
listed put and call options and that price discovery, and hedging
should be enhanced when both product types are available for trading.
The Exchange also notes that Rule 916 will apply to DORS. Rule 916
considers the circumstances in which the Exchange will contemplate the
withdrawal of approval for underlying securities. Specifically,
whenever the Exchange determines that an underlying security previously
approved for Exchange option transactions does not meet the then
current requirements for continuance of such approval or for any other
reason should no longer be approved, the Exchange shall not open for
trading any additional series of options of the class covering that
underlying security and may thereafter prohibit any opening purchase
transactions in series of options of that class previously opened, to
the extent it shall deem such action necessary or appropriate;
provided, however, that where exceptional circumstances have caused an
underlying security not to comply with the Exchange's current approval
maintenance requirements, regarding number of publicly held shares or
publicly held principal amount, number of shareholders, trading volume
or market price the Exchange may, in the interest of maintaining a fair
and orderly market or for the protection of investors, determine to
continue to open additional series of option contracts of the class
covering that underlying security. When all option contracts in respect
of an underlying security that is no longer approved have expired, the
Exchange may make application to the Securities and Exchange Commission
to strike from trading and listing all such option contracts. With
respect to DORS, should regular put and call options on the same
underlying security cease trading for any reason other than a failure
to satisfy Rule 916, DORS shall continue to be listed for trading but
new series shall not be added unless the Exchange determines that in
the interest of maintaining a fair and orderly market the addition of
such series is warranted.
c. Rights and Obligations of Holders and Sellers of DORS
Proposed Rule 902DORS(a) would provide that, subject to the
provisions of Rules 907 and 909, the rights and obligations of holders
and sellers of DORS dealt in on the Exchange shall be as set forth in
the By-Laws and Rules of the OCC. Rule 907 applies to the liquidation
of positions and provides that, whenever the Exchange shall determine
that a person or group of persons acting in concert holds or controls,
or is obligated in respect of, an aggregate position (whether long or
short) in all option contracts of one or more classes or series dealt
in on the Exchange in excess of the applicable position limit
established pursuant to Rule 904, it may direct all members and member
organizations carrying a position in option contracts of such classes
or series for such person or persons to liquidate such position as
expeditiously as possible consistent with the maintenance of an orderly
market. Whenever such a direction is issued by the Exchange, no member
organization receiving notice thereof shall accept any order to
purchase, sell or exercise any option contract for the account of the
person or persons named in such directive, unless in each instance
express approval therefore is given by the Exchange, or until such
directive is rescinded.
Rule 909 addresses other restrictions on exchange traded options
transactions and exercises and specifies that the Exchange shall have
the power to impose, from time to time in its discretion, such
restrictions on Exchange option transactions or the exercise of option
contracts in one or more series of options of any class dealt in on the
Exchange as it deems advisable in the interests of maintaining a fair
and orderly market in option contracts or in the underlying securities
covered by such option contracts, or otherwise deems advisable in the
public interest or for the protection of investors. During the
effectiveness of any such restriction, no member or member organization
shall effect any Exchange option transaction or exercise
[[Page 40114]]
any option contract in contravention of such restriction.
Notwithstanding the foregoing, during the ten (10) business days prior
to the expiration date of a given series of options, no restriction on
the exercise of option contracts shall remain in effect with respect to
that series of options.\5\
---------------------------------------------------------------------------
\5\ In addition, Rule 909 would be explicitly applied to DORS
through proposed Rule 909DORS.
---------------------------------------------------------------------------
In addition, proposed Rule 902DORS(b) would provide that the
provisions of Rule 905NY are applicable to DORS. 905NY provides
generally that neither the Exchange nor its Directors, officers,
committee members, employees or agents shall be liable to the ATP
Holders of the Exchange or to persons associated therewith for any
loss, expense, damages or claims that arise out of the use or enjoyment
of the facilities or services afforded by the Exchange, any
interruption in or failure or unavailability of any such facilities or
services, or any action taken or omitted to be taken in respect to the
business of the Exchange except to the extent such loss, expense,
damages or claims are attributable to the willful misconduct, gross
negligence, bad faith or fraudulent or criminal acts of the Exchange or
its officers, employees or agents acting within the scope of their
authority.
d. Role of the Options Clearing Corporation (``OCC'')
The OCC has indicated a willingness to work with the Exchange to
issue, clear and settle DORS. The Exchange notes that prior to trading
of DORS, the OCC will need to amend its rules with respect to DORS and
amend the existing Options Disclosure Document required pursuant to
Rule 9b-1 under the Exchange Act \6\ to incorporate disclosure about
DORS.
---------------------------------------------------------------------------
\6\ 17 CFR 240.9b-1.
---------------------------------------------------------------------------
e. Series of DORS Open for Trading
DORS will be listed with expirations of up to six years from the
listing date. The Exchange intends to list five consecutive-year
expiration series at any one time, with the expiration date set to
coincide with regular options expiration on the third Friday of January
in each expiration year. For example, as of April 1, 2012, the Exchange
would expect to list and trade DORS contracts expiring on January 18,
2013, January 17, 2014, and January 16, 2015, January 15, 2016, and
January 20, 2017. On the Monday following the expiration of the January
18, 2013 series, the Exchange would list the series expiring on January
19, 2018.
At the initial time of listing, the Exchange will seek to list both
OWLS and RISKS with strike prices that are slightly in or out of the
money. Periodically the Exchange will introduce new strikes as
necessary to ensure that both OWLS and RISKS that are slightly in or
out of the money will be available for trading. The listing of a new
OWLS series will result in the listing of a RISKS contract with the
same terms and vice versa. Standard strike price intervals will apply
to series of both OWLS and RISKS.
DIVS, however, will always have one strike available for trading
for a given expiration series. DIVS will always be listed with a strike
price of $.01 (with no value attached) since they are intended to give
investors exposure to a stream of cash flows representing the dividends
paid by the underlying security during the time the investor owns the
DIVS contract. For example, DIVS on XYZ stock are listed having a
strike price of $.01 and an expiration date of January 16, 2017. Assume
that, as April 1, 2012, XYZ is expected to continue to pay a $.20
dividend in each of the calendar quarters remaining until the DIVS
contract expires on January 20, 2017. Given this information, it is
reasonable to expect that the DIVS contract will be quoted in the
market place at a price reflective of the net present value of the
expected future dividends. In this example, assuming a discount rate of
.78%,\7\ those future dividends that total $3.80 would have a net
present value of $3.73. Consequently, it is reasonable to expect that
the market price for this DIVS contract would be centered around this
value such that the bid may be $3.70 with an ask price of $3.75. An
investor, having purchased the DIVS contract for $3.75, would receive
periodic cash payments that will equal dividends paid by the underlying
security. Therefore, each dividend declared and paid by the underlying
security will result in a cash payment to the DIVS holder and,
concurrent with that payment, the market value of the DIVS contract
will be reduced by the amount of the dividend paid. At expiration, it
is expected that the DIVS contract, having paid out cash payments over
its life equal to dividends declared by the underlying security, will
expire with no value. DIVS are essentially a call option on the future
dividend stream of the underlying security. As such, there is no need
for multiple strike prices; rather, the market will price each DIVS
based on the net present value of the expected future stream of
dividends.
---------------------------------------------------------------------------
\7\ Assume .78% is the current yield on five-year Treasury
notes, which is a good approximation for the discount rate that
would be commonly used in calculating the net present value of a
future stream of cash flows.
---------------------------------------------------------------------------
After DORS options have been approved for listing and trading on
the Exchange, the Exchange shall from time to time open for trading
series of options therein. Within each approved class of DORS options,
the Exchange may open for trading series of options expiring in
consecutive calendar years (``consecutive year series''), as provided
in proposed Rule 903DORS(a)(1). Prior to the opening of trading in any
series of DORS options, the Exchange shall fix the expiration day,
expiration month, expiration year and strike price of DORS option
contracts included in each such series. Consecutive year series will
result in the various DORS components, DIVS, OWLS, and RISKS, all being
listed such that no more than 5 consecutive year series exists at any
one time with the most distant expiration not to exceed 6 years.
Generally, DIVS, OWLS and RISKS consecutive year series shall expire on
the third Friday of January. Expiration series with greater than 9
months until expiration are not subject to rules regarding strike price
intervals, bid/ask differentials and continuity.
In addition, proposed Rule 903DORS(b) would provide that the
provisions of Rule 903A shall apply to DORS, except as provided for in
Commentary .01 to the rule. Rule 903A provides generally that the
exercise price of each options series listed by the Exchange shall be
fixed at a price per share which is reasonably close to the price of
the underlying at or about the time the Exchange determines to list the
series. Commentary .01 to proposed Rule 903DORS(b) would provide that
OWLS and RISKS shall initially be listed with strike prices that are
slightly out of or in the money. For example, if the underlying
security is trading at $72.50, the expectation is that OWLS and RISKS
would be listed with strike prices of $75. New series of OWLS and RISKS
shall be listed when the underlying security price has moved such that
existing series are no longer slightly out of the money. OWLS and RISKS
shall always be listed in pairs--for example, the listing of an OWLS
contract expiring on January 18, 2013 with a strike price of $75 shall
also require that a RISKS contract with the same terms be listed. The
Exchange is also proposing to adopt Commentary .02 which states that
DIVS, unlike OWLS and RISKS, shall always be listed with a strike price
of $.01 with no value attached. As additional strike prices for the
same consecutive year series are added for OWLS and RISKS, there shall
be no additional strike prices added for
[[Page 40115]]
DIVS. DIVS shall be listed for each expiration series that exists for
OWLS and RISKS.
f. Symbology
DORS will be listed using a unique symbol. For example, if DORS
were listed on Apple Inc., where the stock and the option symbol is
AAPL, the symbol AAQ might be adopted as the symbol under which DORS on
Apple Inc. are listed. OWLS, as noted earlier, have a risk/reward
profile like that of a buy/write. A buy/write is also known as a
synthetic short put and has the same risk/reward as a cash secured
short put position. Given this risk/reward profile, the Exchange
intends to represent OWLS in the systems for quoting, trading and
clearance as put options. RISKS options, as noted earlier, have a risk/
reward profile like that of a long call position. As such, the Exchange
intends to represent RISKS options as call options in the systems used
for quoting, trading and clearance.
Consistent with established industry practice, DIVS will utilize
the same symbol used by the OWLS and RISKS with a ``9'' appended to the
end. For example, if AAQ denotes the OWLS and RISKS contracts on Apple
Inc. (symbol AAPL), AAQ9 will denote the DIVS on Apple Inc. stock
because the DIVS contract represents a non-standard deliverable.
Further DIVS, will be represented within the systems used for quoting,
trading, and clearance as a call options with a strike price of $.01.
The Exchange believes that adopting a unique symbol, coupled with
investor education, will easily allow investors to ascertain that the
DORS contracts, which settle into something other than 100 shares of
stock, are different from regular, listed, equity options. The Exchange
notes that there are a number of products that traded in the past and
today based on the performance of a security, or securities, that
settle into something other than 100 shares of stock. For example,
NASDAQ PHLX, lists and trades options on the relative performance of 2
securities that settle into cash.\8\ CBOE currently trades credit event
binary options, which utilize a slightly different symbol. These
options only pay off cash in the event of a credit event, such as a
default on existing debt.\9\ The Exchange has traded another type of
binary option, called Fixed Return Options, based on the performance of
equities and ETF. These options pay either $0 or $100 at expiration
depending upon whether they finish in the money.\10\ The Exchange
believes that given the past and current practice of trading non-
standard options utilizing different symbols, coupled with appropriate
educational efforts, the proposed DORS symbol methodology will be
sufficient to make investors aware that the DORS product delivers
something other than 100 shares of stock at expiration.
---------------------------------------------------------------------------
\8\ See http://www.nasdaqtrader.com/Micro.aspx?id=alpha for a
description of NASDAQ OMX Alpha Index Options.
\9\ See http://www.cboe.com/micro/credit/AvailableCebos.aspx.
\10\ See Rules 900FRO to 980FRO.
---------------------------------------------------------------------------
g. Quote and Trade Reporting
The Exchange intends to list and trade the DORS components as
standard options contracts. Quotes and trades will be reported over the
Securities Information Processor (``SIP'') known as the Options Price
Reporting Authority.
h. Position Limits
The Exchange proposes to adopt a new Rule 904DORS to establish
position limits for OWLS and RISKS consistent with the provisions of
Rule 904, except as provided for below. Since OWLS and RISKS options
are of the type known as European exercise, the Exchange believes that
it is appropriate for positions in OWLS and RISKS to be segregated from
positions in regular listed options on the same underlying security.
For example, Rule 904, Commentary .07 specifies that if XYZ stock had
traded more than 100,000,000 shares during the previous six-month
trading period, it would qualify for the highest tier of position
limits applicable to standard listed options, which is presently
250,000 contracts. OWLS and RISKS contracts that have XYZ stock as the
underlying security in turn would have their own position limit of
250,000 contracts, separate and distinct from the 250,000-contract
position limit applicable to the standard listed option. The Exchange
notes that granting a separate and distinct position limit for OWLS and
RISKS that is equal to the position limit for standard options on the
same underlying security is warranted since OWLS and RISKS are European
style and may not be exercised before expiration. This inability to
exercise OWLS and RISKS before expiration means that an investor could
not combine a position in OWLS and RISKS with a position in standard
options on the same underlying security and attempt to manipulate the
underlying security via the exercise of those options.
Long positions in both OWLS and RISKS are considered to be on the
same side of the market for purposes of position limit reporting and
compliance. Long RISKS contracts are essentially long calls, and long
OWLS contracts are essentially synthetic short puts. Conversely, short
positions in both OWLS and RISKS are also considered to be on the same
side of the market for purposes of position limit reporting and
compliance. For example, a position consisting of long 150,000 OWLS on
XYZ and long 150,000 RISKS on XYZ would be considered to have a
position of 300,000 contracts on the same side of the market, and
absent any hedge exemptions as provided for in Rule 904, such position
would be considered to be in violation of that Rule.
The Exchange proposes that position limits in DIVS be subject to
their own separate limit, also determined in accordance with Rule 904.
DIVS are call options that give investors exposure to the stream of
cash flows equivalent to any dividends paid by the underlying security.
As such, there is no potential to try to influence the underlying stock
price by either purchasing large quantities of DIVS or exercising large
quantities of DIVS since they are settled in cash and they are also
European style and only exercisable at expiration. Due to their
structure, at expiration DIVS will be worthless, having already paid
out their value periodically over their life as the underlying stock
itself goes ex-dividend. For these reasons, the Exchange believes that
this aggregation of position limits for DIVS is not warranted.
The Exchange proposes to allow hedge exemptions for DORS in the
case where an investor is long the same quantity of DIVS, OWLS and
RISKS all expiring at the same time, and where the OWLS and RISKS
having the same strike price can be fully hedged by a short position in
the underlying security such that for every 100 shares of stock that
are sold short against a long position consisting of 1 DIV, 1 OWL and 1
RISK. Conversely, a short position consisting of 1 DIV, 1 OWL and 1
RISK is deemed to be fully hedged by a long position consisting of 100
shares of the underlying security. Such positions, as fully hedged, are
exempt from the position limits described in this Rule 904DORS.
i. Reports of Positions
The Exchange proposes to adopt a new Rule 906DORS that mirrors
existing Rule 906 for Reports of Positions. Consistent with current
practice, positions in DIVS, OWLS and RISKS will be subject to the 200-
contract reporting requirement under Rule 906. In addition, long RISKS
and OWLS would be considered to be on the same side of the market and
would be aggregated for purposes of this reporting
[[Page 40116]]
requirement. DIVS would be subject to their own position limit, and
accordingly, positions in DIVS would not be aggregated with RISKS or
OWLS.
In computing reportable positions under Rule 906DORS, DORS on
underlying individual stocks, indexes, Exchange-Traded Fund Shares and
Section 107 Securities shall not be aggregated with non-DORS option
contracts.
j. Exercise, Settlement and Dividend Equivalent Exchange Date
The exercise style for all DORS components will be European style,
where exercise and assignment only take place at expiration.
Additionally, all DORS components will be automatically exercised, to
be settled in accordance with the policies and procedures of the OCC as
further described below.
DIVS Settlement: Settlement of DIVS will be for cash only if there
are previously declared but unpaid dividends on the underlying stock.
Though all DIVS contracts will be limited to strike prices of $0.01,
settlement will not require delivery (receipt) of $1 per contract
assigned (exercised) because there is no value attached to the strike
price; the only amount due will be potentially a cash amount equal to
any dividend amount that the underlying security is ``ex'' on
expiration Friday. As noted earlier, a DIVS contract will have paid out
any of its value during the life of the contract whenever the
underlying security has declared a dividend payment.
OWLS and RISKS Settlement: Settlement of OWLS and RISKS will be
made via a combination of shares of the underlying security plus cash
in lieu of any fractional shares of the underlying security, except
that RISKS may expire worthless and convey nothing at expiration upon
assignment. At expiration, holders of OWLS will receive shares of the
underlying security plus cash in lieu of fractional shares equal to the
lesser of the composite closing price of the stock or the strike price
of the OWLS contract.
For example, at the close of trading on expiration (typically the
third Friday in January), XYZ security has a composite closing price of
$78.35. There are two series of expiring OWLS contracts, one having a
strike price of $75 and one having a strike price of $80. The holder of
the OWLS contract with a strike price of $75 would receive a
combination of shares and cash in lieu of fractional shares equal to
$75. With the stock closing at $78.35, this would mean the holder of
the $75 strike OWLS contract would receive 95 shares of XYZ plus cash
in lieu of .724313 shares or cash of $56.75. This result is arrived at
by computing how many shares are needed to deliver $75 per share or
$7,500 per contract in value to the long OWLS holder. By dividing $75
by the current value of the stock, one can calculate the number of
shares required to settle the OWLS contract at expiration. In this
example, $75 divided by $78.35 results in .95724313. This figure, when
multiplied by the contract multiplier (100), results in 95 whole shares
of XYZ plus fractional shares of .724313 that will be paid in cash. The
holder of the OWLS contract with a strike price of $80 would receive
100 shares of XYZ equal in value to the composite closing price of the
stock--in this case 100 shares at $78.35.
RISKS contracts will settle for shares of stock equal to the
value--if any--between the difference of the composite closing price of
the stock at expiration and the strike price of the RISKS contract. For
example, at the close of trading on expiration (typically the third
Friday in January), XYZ security has a composite closing price of
$78.35. There are two series of expiring RISKS contracts, one having a
strike price of $75 and one having a strike price of $80. The holder of
the RISKS contract with a strike price of $75 would receive shares of
XYZ plus cash in lieu of any fractional shares, equal in value to $3.35
(the difference between the composite close in the security and the
strike price). In this case that would translate into four shares of
XYZ (having a value of $313.40) plus cash in lieu of .275686 fractional
shares (having a value of $21.60), resulting in a long position of cash
and stock worth a total of $335. The RISKS contract with a strike price
of $80 would expire worthless and the holder would receive nothing at
expiration.
As noted previously, DIVS holders are entitled to receive cash
payments during the time they hold the contract that are equivalent to
the dividend stream on the underlying security. The transfer of
payments between those with long and short positions in DIVS contracts
of the same terms will occur on the Dividend Equivalent Exchange Date
(``DExD''). The DExD will coincide with the ``ex-dividend'' date for
the underlying security. The OCC will credit long DIVS with cash equal
to the dividend on the ``ex-dividend'' date based on publicly available
information from sources including, but not limited to, Bloomberg,
Reuters, information circulars from listing exchanges and press
releases by the underlying security's issuer. This cash will be debited
from those accounts that are short DIVS contracts of the same terms.
If, for example, XYZ stock goes ``ex'' $.50 per share, the holder of
the DIVS contract on XYZ would receive $50 per DIVS contract held long
in its account on the DExD, which is also the ``ex-dividend'' date of
the underlying security XYZ. Short positions in DIVS on XYZ would be
debited $50 per contract on the DExD.
The exercise, settlement, and dividend exchange date practices and
procedures outlined above will be codified in new Rule 980DORS.
k. Hedging
A position consisting of a long DIVS contract, a long OWLS contract
and a RISKS contract of the same strike, all expiring at the same time,
will have yielded investment returns identical to those of an investor
long 100 shares of the underlying stock for the same period of time. By
virtue of this, hedging of DORS is fairly straightforward and the
introduction of DORS should create additional arbitrage opportunities
between the underlying stock, listed options on the same underlying
stock and the DORS, which will be beneficial to investors in any of the
related instruments due to the increased liquidity and the transparency
DORS bring to the market.
l. Margin
For both RISKS and OWLS, customer purchases must be paid for in
full, consistent with how purchases of option contracts are handled
under present margin rules. Customers who are selling RISKS and OWLS
will be subject to standard options margining. For example, the seller
of an 85 strike RISKS contract on XYZ stock that expires on 1/21/17
will be expected to post margin equivalent to 100% of the current
market value of the contract, reduced by any out-of-the-money amount
not to be less than 20% for initial and/or for maintenance purposes,
with a 10% minimum margin requirement. If XYZ were trading at $87.00
per share and the current price of the 85 RISKS contract is $16.20,\11\
a Customer selling the 85 strike RISKS contract would be expected to
post margin equal to $1,740 (20% of $8,700, which is the current market
value of 100 shares of XYZ) because that amount is greater than the
current market price of the RISKS contract ($16.20 x 100 = $1,620). A
covered writer of a RISKS contract is
[[Page 40117]]
someone who is long 100 shares of the underlying security for each
RISKS contract sold short, and such a person would not be required to
post margin for that covered position.
---------------------------------------------------------------------------
\11\ Using a standard pricing model such as Black-Scholes, the
price of the 85 strike RISKS expiring on 1/21/17 would be higher
than the $2 difference between the current price of XYZ and the 85
strike price principally due to the length of time until expiration.
---------------------------------------------------------------------------
Similarly, if the 85 strike OWLS contract on XYZ stock that expires
on 1/21/17 is trading at $60.40, the seller of that OWLS contract would
be required to post margin equal to 100% of the market value of the
OWLS contract ($6,040, as this is greater than 20% of the current
market value of the underlying security after being reduced by the out-
of-the-money amount, if any (20% of $8700 is $1,740)). A covered writer
of OWLS is anyone who is long 100 shares of the underlying security for
each OWLS contract sold short, and such a person would not be required
to post margin for that covered position.
DIVS also have an existing contract with similar risks.
Specifically, the Chicago Board Options Exchange (``CBOE'') lists and
trades options on several indexes designed to track the dividends paid
by the constituents of the index. Existing margin rules for those
products require that ``[p]urchases of puts or calls with 9 months or
less until expiration must be paid for in full. Writers of uncovered
puts or calls must deposit/maintain 100% of the option proceeds plus
15% of the aggregate contract value (current index level x $100) minus
the amount by which the option is out-of-the-money, if any, subject to
a minimum for calls of option proceeds plus 10% of the aggregate
contract value and a minimum for puts of option proceeds plus 10% of
the aggregate exercise price amount.'' \12\ The Exchange notes that
while there is no ``underlying contract value,'' there is an underlying
security associated with DIVS. Extending the margin requirements in
place for the existing dividend-based product to DIVS and utilizing the
value of the underlying security in lieu of the ``underlying contract
value'' makes economic sense. Therefore, the Exchange proposes that
writers of uncovered DIVS contracts be margined as follows:
---------------------------------------------------------------------------
\12\ See CBOE Rule 12.3.
---------------------------------------------------------------------------
Except as provided below, no DIVS contract carried for a customer
shall be considered of any value for the purpose of computing the
margin required in the account of such customer. The initial and
maintenance margin on any DIVS contract carried long in a customer
account is 100% of the purchase price of such DIVS contract. The margin
required for any DIVS contract carried short in a customer account is:
(a) For Initial Margin, 100% of the DIVS contract sale proceeds plus
20% of the value of 100 shares of the security underlying the DIVS for
each DIVS contract carried short; and (b) for Maintenance Margin, 100%
of the DIVS current market price for DIVS contracts plus a minimum of
10% of the value of 100 shares of the security underlying the DIVS for
each DIVS contract carried short.
The Exchange may also require uncovered writers to post additional
margin if it deems it necessary; any such increase will be disseminated
via an information circular sent to all ATP Holders. A covered writer
of DIVS contracts is someone who is long 100 shares of the underlying
security for each DIVS contract sold short. A buyer of DIVS will be
required to pay for the contract in full.
Margin on Spreads: Under the proposed rule change, no margin is
required on a DIVS contract carried short in a customer account that is
offset by a long DIVS contract for the same underlying security or
instrument that expires after the date on which the short DIVS contract
expires.
Fully Hedged Positions: Under the proposed rule change, a position
consisting of a DIVS contract carried short in a customer account that
expires at the same time as an OWLS contract and an RISKS contract with
the same strike prices, on the same underlying security or instrument,
that are also carried short in a customer account, shall be treated as
fully hedged if such position is offset by a long position consisting
of the appropriate number of shares of the underlying security or
instrument. Such a short position shall not require any additional
margin to be posted.
Cash Account Positions: Under the proposed rule change, a DIVS,
OWLS, or RISKS contract carried short in a customer account would be
deemed a covered position, and eligible for the cash account, as
described below:
A DIVS contract carried short in a customer account is deemed a
covered position, and eligible for the cash account, provided any one
of the following either is held in the account at the time the contract
is written or is received into it promptly thereafter: a long DIVS
contract on the same underlying security or instrument that expires
after the date on which the short DIVS contract expires.
An OWLS contract carried short in a customer account is deemed a
covered position, and eligible for the cash account, provided any one
of the following either is held in the account at the time the contract
is written or is received into it promptly thereafter: a long OWLS
contract on the same underlying security or instrument, having a strike
price equal to or higher than the short OWLS contract, that expires on
or after the date on which the short OWLS contract expires.
A RISKS contract carried short in a customer account is deemed a
covered position, and eligible for the cash account, provided any one
of the following either is held in the account at the time the contract
is written or is received into it promptly thereafter: a long RISKS
contract on the same underlying security or instrument, having a strike
price equal to or lower than the short RISKS contract, that expires on
or after the date on which the short RISKS contract expires.
m. Voting Rights
As with regular listed options, none of the DORS components convey
any of the voting rights a shareholder of the common stock enjoys until
the option contract(s) are exercised, and, where appropriate, settled
into shares of the underlying security. At that time, after exercise
and assignment have taken place, anyone who ends up with a long
position in shares of the underlying security would be deemed to be a
shareholder of record in the security, and he or she would be afforded
all the rights of a shareholder at that time.
n. Surveillance
The Exchange represents that the existing surveillance systems that
are in place for listed options are adequate to perform surveillance
for the DORS components.
o. Systems Capacity
The Exchange represents that DORS will not place an undue burden on
its systems capacity.
p. FLEX Trading
The Exchange does not initially intend to allow DORS components to
trade via the FLEX trading procedures in Rules 900G to 909G. If the
Exchange makes a determination to permit DORS to trade via FLEX trading
procedures, it will submit a proposed rule change to the Commission to
clarify the manner in which such trading will be permitted at that
time.
q. Implementation Date
In addition to Commission approval, the implementation of this
proposed rule change will be contingent on other factors, including the
completion of any changes that may be necessary to the Exchange's
regulatory and surveillance program. Accordingly, the Exchange does not
intend to implement the proposed rule change immediately upon
[[Page 40118]]
Commission approval. The Exchange intends to issue a notice announcing
the implementation date of this rule change within six months after
Commission approval of the proposed rule change.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act,\13\ in general, and furthers the
objectives of Section 6(b)(5) of the Exchange Act,\14\ in particular,
in that it is designed to promote just and equitable principles of
trade, remove impediments to and perfect the mechanisms of a free and
open market and a national market system and, in general, protect
investors and the public interest by offering three new products that
allow investors to hedge their risks in ways that do not currently
exist. The DORS structure will allow investors for the first time to
separate the total return of a security into three distinct components
of varying levels of risk to allow individuals to further refine the
risk within their portfolio. An especially novel aspect is the DIVS
component, which will for the first time allow investors to hedge the
expected stream of dividends to be paid by a security.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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-NYSEMKT-2012-14 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEMKT-2012-14. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Section, 100 F Street
NE., Washington, DC 20549 on official business days between 10:00 a.m.
and 3:00 p.m. Copies of the filing will also be available for
inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEMKT-2012-14 and should be submitted on or before
July 27, 2012.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-16519 Filed 7-5-12; 8:45 am]
BILLING CODE 8011-01-P