[Federal Register Volume 79, Number 77 (Tuesday, April 22, 2014)]
[Notices]
[Pages 22563-22565]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-09080]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71957; File No. SR-NYSEMKT-2014-06]
Self-Regulatory Organizations; NYSE MKT LLC; Order Granting
Approval of a Proposed Rule Change Amending Section 17, Which Are Rules
Applicable to Securities Known as Fixed Return Options, To Reflect a
Name Change to Binary Return Derivatives, a Change to the Calculation
of the Settlement Price, Updating Rule References, Adding New Text for
ByRDs Series Available for Trading, Amending the Quoting and Trading
Increment Applicable to ByRDs, and Adding a New Paragraph 8 to Rule
975NY(a) and Amending Rule 975NY(d)(1) To Address Obvious Errors in
ByRDs
April 16, 2014.
I. Introduction
On February 14, 2014, NYSE MKT LLC (``NYSE MKT'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Section 17 of the NYSE MKT rulebook,
which are rules applicable to securities known as Fixed Return Options,
to reflect a name change to Binary Return Derivatives (``ByRDs''), a
change to the calculation of the settlement price, updating rule
references, adding new text for ByRDs series available for trading,
amending the quoting and trading increment applicable to ByRDs, and
amending Rule 975NY to address obvious and catastrophic errors in
ByRDs. The proposed rule change was published for comment in the
Federal Register on March 3, 2014.\3\ The Commission received no
comment letters on the proposal. This order approves the proposed rule
change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 71613 (February 25,
2014), 79 FR 11845 (March 3, 2014) (``Notice'').
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II. Description of the Proposal
A. ByRDs
NYSE MKT proposes to amend Section 17 of its rulebook, which
contains the rules applicable to securities known as Fixed Return
Options (``FROs''), to reflect a name change to Binary Return
Derivatives (``ByRDs''). On August 14, 2007, the Commission approved
the Exchange's proposed rule change to list and trade cash-settled,
European-style FROs on individual stocks and exchange-traded funds.\4\
FROs are binary options, and differ from other options traded on U.S.
options exchanges by providing a discontinuous or non-linear payout.\5\
In-the-money FROs pay a fixed sum at expiration regardless of the
magnitude of the difference between the options' exercise price and the
settlement price. ``Finish High'' FROs return $100 per contract if the
settlement price of the underlying security is above the strike price
at expiration, and ``Finish Low'' FROs return $100 per contract if the
settlement price of the underlying security is below the strike price
at expiration. Any in-the-money FROs are exercised automatically at
expiration.\6\
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\4\ See Securities Exchange Act Release No. 56251 (August 14,
2007), 72 FR 46523 (August 20, 2007) (``FROs Approval Order'').
\5\ See FROs Approval Order, supra note 4, at 46523.
\6\ See FROs Approval Order, supra note 4, at 46523.
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In March 2009, the Exchange migrated to a new trading system as
part of its integration with NYSE Euronext. Because the new trading
system was not optimized to accommodate the trading of FROs, the
Exchange restricted the opening of new series of FROs and limited
transactions to closing only.\7\ All open interest in FROs was
subsequently either closed or expired and the contracts became
dormant.\8\ NYSE MKT now proposes to re-launch and rename these
securities as ByRDs, which will be available for both electronic and
floor trading. With the exception of the proposed rule changes
described herein, the rules pertaining to FROs will continue to apply
to ByRDs.
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\7\ See Notice, supra note 3, at 11845.
\8\ See Notice, supra note 3, at 11845.
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B. Renaming and Renumbering of Existing Rules and Clarifying Changes
NYSE MKT proposes to change the title of Section 17 from ``Fixed
Return Options'' to ``Binary Return Derivatives'', and replace the
terms ``Fixed Return Options'' or ``FROs'' in the existing rule text
with the terms ``Binary Return Derivatives'' or ``ByRDs.'' \9\
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\9\ See Notice, supra note 3, at 11846.
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The Exchange is proposing to clarify Rule 900FRO, Applicability;
Definitions (which is being retitled as ``Rule 900ByRDs''),\10\ by
amending the rule to state that unless specific rules in Section 17
govern, or unless the context otherwise requires, the Rule 900NY series
of rules shall be applicable to the trading of ByRDs. This proposed
rule change reflects the adoption of the Rule 900NY series of rules,
which govern trading of options contracts on the Exchange, and which
replaced the rules in place prior to March 2009 that previously
governed the trading of FROs. The Exchange is also proposing to amend
Rule 901FRO, Fixed Return Options Contracts to be Traded (which is
proposed to be retitled as ``Rule 901ByRDs''), to state that ByRDs
contracts shall be designated as to expiration date (day, month, and
year), rather than just expiration month and year. The Exchange also
has proposed technical, non-substantive changes to Rule 462(d).10,
Minimum Margins, and Rule 904BIN, Position Limits, to update references
to Fixed Return Options (FROs) to Binary Return Derivatives
(ByRDs).\11\
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\10\ The Exchange is proposing to change all references to Fixed
Return Options/FROs in the title and text of the Rule 900FRO series
to Binary Return Derivatives/ByRDs.
\11\ See Notice, supra note 3, at 11846.
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The Exchange proposes to delete Rule 918FRO, Trading Rotations,
Halts and Suspensions, because it contains a reference to Rule 918,
which has been deleted from the Exchange's rulebook. Rule 918 has been
replaced by the rules in Section 900NY, which are applicable to the
trading of ByRDs.\12\
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\12\ See Notice, supra note 3, at 11847.
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The Exchange also proposes technical changes to Rule 980FRO,
Automatic Exercise of Fixed Return Option Contracts (which is proposed
to be retitled as ``Rule 980ByRDs'') to capitalize the defined term
``Settlement
[[Page 22564]]
Price.'' \13\ Additionally, the Exchange is proposing to amend Rule
904FRO, Position Limits, (which is proposed to be retitled as ``Rule
904ByRDs'') by replacing the term ``underlying stock or Exchange-Traded
Fund share'' with the term ``underlying security.'' This will ensure
that Rule 904ByRDs is consistent with Rule 903FRO, Series of FROs Open
for Trading (which is proposed to be retitled as ``Rule 903ByRDs''),
and other rule text, which generally refer to underlying ``securities''
when discussing options.\14\
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\13\ See Notice, supra note 3, at 11847.
\14\ See Notice, supra note 3, at 11846.
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C. Series of ByRDs Open for Trading
NYSE MKT proposes to adopt three new paragraphs within Rule 903FRO
(which is proposed to be retitled as ``Rule 903ByRDs'') to specify
which series of ByRDs option contracts the Exchange may open for
trading and the permissible strike price intervals. Proposed Rule
903ByRDs(a) specifies that, except for consecutive week expiration
series, at the commencement of trading on the Exchange for a particular
class of ByRDs, the Exchange shall open a minimum of one expiration
month for each class of ByRDs open for trading on the Exchange.
Proposed Rule 903ByRDs(b) provides that consecutive week expiration
series expire at the end of the week, normally a Friday, with
consecutive week expirations covering the next five calendar weeks. New
expiration week series will be added for trading on Thursday each week,
unless Friday is an Exchange holiday, in which case new expiration
series would be added for trading on Wednesday. Proposed Rule
903ByRDs(c) provides that the strike price interval for ByRDs contracts
will be $1 for strike prices between $3 and $200, and $5 for strike
prices over $200. Proposed Rule 903ByRDs(c) also states that the
Exchange will initially list series that are no more than 30% away from
the price of the underlying security, and that the Exchange may list
additional series if the furthest out of the money strike is less than
10% out of the money. At such time, the Exchange could list additional
series that are not more than 30% away from the price of the underlying
security.\15\
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\15\ See Notice, supra note 3, at 11846.
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D. Settlement Price
NYSE MKT proposes to add new Commentary .02 to Rule 910FRO,
Determination of the Settlement Price (which is proposed to be retitled
as ``Rule 910ByRDs''), to provide that the settlement price will be
calculated such that it will always round up $.01 in those instances
when the settlement price \16\ exactly equals an expiring strike price.
For example, if the calculated settlement price is $20.00, and there
are expiring ByRDs Finish High and Finish Low contracts with a strike
price of $20.00, the settlement price will be rounded up to $20.01 so
that the Finish High options will pay off. The effect of rounding will
be to have long $20.00 strike Finish High holders receiving $100.00 and
long $20.00 strike Finish Low holders receiving $0. Under NYSE MKT's
current rules, it is possible for an investor to hold a position that
appears to guarantee a pay off at $100.00 at expiration, but that
instead pays $0. For example, if an investor holds both a $20.00 strike
Finish High contract and a $20.00 strike Finish Low contract, the
investor would receive $0 if the settlement price was calculated to
exactly equal the $20.00 strike price. The proposed rule change will
avoid a situation where neither the Finish High nor the Finish Low
ByRDs contract pays off at expiration.\17\
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\16\ NYSE MKT calculates settlement price based upon an all-day
volume weighted average price that is based on trading in the
underlying security on the last trading day prior to expiration.
NYSE MKT uses composite prices during regular trading hours as
reported by industry price vendors. See Rule 900FRO/proposed Rule
900ByRDs(b)(4)-(5); see also FROs Approval Order, supra note 4, at
46523.
\17\ See Notice, supra note 3, at 11846-47.
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E. Underlying Securities
NYSE MKT proposes to amend Commentary .02 to Rule 915FRO, Criteria
for Underlying Securities (which is proposed to be retitled as ``Rule
915ByRDs''), to include Section 107 securities \18\ as eligible
underlying securities upon which ByRDs contracts may be listed. The
Exchange also proposes to amend Commentary .03 to Rule 916FRO,
Withdrawal of Approval of Underlying Securities (which is proposed to
be retitled as ``Rule 916ByRDs''), which describes the criteria
necessary for the continued approval to introduce new series of ByRDs
for trading, to include Section 107 Securities.
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\18\ Section 107 Securities include Index-Linked Securities,
Commodity-Linked Securities, Currency-Linked Securities, Fixed
Income-Linked Securities, Futures-Linked Securities, and
Combination-Linked Securities. See NYSE MKT Rule 915, Commentary
.11.
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F. Minimum Price Variations
In approving the trading and listing of FROs, the Commission
approved a minimum price variation (``MPV'') for FROs in classes not
included in the Penny Quoting Pilot Program of $0.05, and $0.01 for
classes in the Penny Quoting Pilot Program.\19\ The Exchange now
proposes to amend Rule 951FRO, Premium Bids and Offers (which is
proposed to be retitled as ``Rule 951ByRDs''), to state that the MPV
for quoting and trading of ByRDs contracts will be $0.01 for all
series. NYSE MKT is also proposing to delete an obsolete rule reference
in proposed Rule 951ByRDs to NYSE MKT Rule 951.\20\
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\19\ See FROs Approval Order, supra note 4, at 45624.
\20\ See Notice, supra note 3, at 11847.
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G. Bid-Ask Differentials
NYSE MKT is not proposing to change market makers' quoting
obligations for ByRDs; however, the Exchange is proposing to delete a
provision in Rule 958FRO, Maximum Bid-Ask Differentials (which is
proposed to be retitled as ``Rule 958ByRDs''), that provides that in
the event the bid-ask differential in the underlying security is
greater than the bid-ask differential described in Rule 958FRO,\21\ the
permissible price differential for any in-the-money series may be
identical to that in the underlying security market.\22\ In addition,
the Exchange proposes to delete an obsolete reference in proposed Rule
958ByRDs to Rule 958.
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\21\ Rule 958FRO/proposed Rule 958ByRDs provides that a market
maker must bid and offer so as to create differences of no more than
$0.25 between the bid and offer for each ByRDs contract except
during the business day of the expiration, or, in the case of an
option contract expiring on a day that is not a business day, during
the business day prior to expiration where the maximum permissible
price differential for ByRDs may be $0.50. See Rule 958FRO/proposed
Rule 958ByRDs.
\22\ See Notice, supra note 3, at 11847.
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H. Obvious Errors and Catastrophic Errors
NYSE MKT proposes to revise Rule 975NY, Obvious Errors and
Catastrophic Errors, to include a new subsection (a)(8) that addresses
the handling of transactions in ByRDs option contracts that are subject
to the Obvious Error provisions of Rule 975NY. Proposed Rule
975NY(a)(8) provides that any transaction in a ByRDs contract that is
higher or lower than the Theoretical Price by $0.25 or more shall be
deemed an obvious error, subject to the adjustment procedures of Rule
975NY(a)(3), unless such adjustment would result in a price higher than
$1.02, in which case the adjustment price shall be $1.02.\23\ The
Exchange also proposes to amend Rule 975NY(a)(1) to add a reference to
proposed paragraph (a)(8).
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\23\ See Notice, supra note 3, at 11847.
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The Exchange also proposes to amend paragraph (d)(1) of Rule 975NY
to state
[[Page 22565]]
that transactions in ByRDs contracts over $1.02 shall qualify as
catastrophic errors if participants request a review under the existing
provisions of paragraph (d)(3)(A). Transactions in ByRDs contracts that
qualify as catastrophic errors will be adjusted in accordance with the
procedures of proposed subsection (i) of paragraph (d)(3)(C), which
states that any catastrophic error in ByRDs contracts will result in an
adjustment to $1.02 unless the parties mutually agree to nullify the
transaction or agree to a different adjustment price.\24\
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\24\ See Notice, supra note 3, at 11847.
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III. Discussion and Commission Findings
After careful consideration of the proposal, the Commission finds
that the proposed rule change is consistent with the requirements of
the Act and the rules and regulations thereunder applicable to a
national securities exchange,\25\ and, in particular, the requirements
of Section 6 of the Act.\26\ Specifically, the Commission finds that
the proposed rule change is consistent with Section 6(b)(5) of the
Act,\27\ which requires, among other things, that the rules of a
national securities exchange be designed to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market, and, in general, to protect investors and
the public interest. The Commission believes that allowing the Exchange
to relaunch FROs for listing and trading as ByRDs may provide investors
with a useful investment choice. The proposal should ensure that these
binary options would continue to receive the benefits of trading on an
exchange, which include: A centralized forum for price discovery; pre-
and post-trade transparency; standardized contract specifications; and
the guarantee of the Options Clearing Corporation (``OCC'').
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\25\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\26\ 15 U.S.C. 78f.
\27\ 15 U.S.C. 78f(b)(5).
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The Commission believes that replacing the references in Section 17
of NYSE MKT's rules to Fixed Return Options and/or FROs to Binary
Return Derivatives and/or ByRDs may remove impediments to and perfect
the mechanism of a free and open market by making the rule text
consistent with the new name of the options product. The Commission
also believes that the proposed clarifying changes and the deletions of
obsolete rule references may reduce potential investor confusion, and
protect investors and the public interest.
The Commission believes that permitting the Exchange to list and
trade consecutive week expiration series may provide market
participants an investment vehicle that may be more useful for short-
term strategies than cycle month series. In addition, the Commission
believes that the proposal to include additional eligible underlying
securities upon which ByRDs contracts may be listed, the proposed
strike price intervals, and the MPV for quoting and trading all ByRDs
contracts series are reasonable and consistent with the Act.
The Commission believes that the proposal to calculate the
settlement price to always round up $0.01 in instances when the
settlement price exactly equals an expiring ByRDs option strike price
is reasonable and may perfect the mechanism of a free and open market.
In addition, the proposed change may protect investors and reduce
potential confusion by providing certainty that either the Finish High
or Finish Low ByRDs option contracts will pay off at expiration.
The Commission believes that the proposed changes to the obvious
and catastrophic error rule, Rule 975NY, are consistent with the Act as
they would protect investors and the public interest by providing
certainty about how obvious and catastrophic errors in ByRDs would be
treated. The Commission notes that the new provisions in the obvious
and catastrophic error rule describe how to determine whether
transactions in ByRDs contracts should be treated as errors, and if so,
how they should be adjusted and the maximum adjustment price for such
errors. The new provisions still require that the transactions be
erroneous, as provided in Rule 975NY, and set forth specific criteria
and procedures for the handling of such errors. The Commission
emphasizes the importance of specific and objective criteria to
determine how and when to adjust transactions involving obvious or
catastrophic errors to provide certainty to market participants and to
reduce confusion. Therefore, the Commission believes that the proposed
changes to Rule 975NY are appropriate.
In approving this proposal, the Commission has relied on the
following representations made by NYSE MKT: (i) The Exchange systems
have the functionality to support the trading of ByRDs; (ii) the
Exchange and the Options Price Reporting Authority (``OPRA'') have the
necessary systems capacity to handle additional traffic associated with
the re-listing and trading of ByRDs contracts; (iii) the Exchange has
discussed the proposed listing and trading of ByRDs contracts with the
OCC, which has represented that it is able to accommodate the clearing
and settlement of ByRDs contracts; and (iv) the Exchange will monitor
any increased trading volume associated with the listing of new series
of ByRDs and will analyze the effect, if any, that the additional
volume has on the capacity of the Exchange's, OPRA's, and the OCC's
automated systems.
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\28\ that the proposed rule change (SR-NYSEMKT-2014-06), be, and
hereby is, approved.
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\28\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-09080 Filed 4-21-14; 8:45 am]
BILLING CODE 8011-01-P