[Federal Register Volume 79, Number 171 (Thursday, September 4, 2014)]
[Notices]
[Pages 52780-52784]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-21003]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-72946; File No. SR-BYX-2014-019]
Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of
Filing of a Proposed Rule Change to Rules 11.9 of BATS Y-Exchange, Inc.
August 28, 2014.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on August 26, 2014, BATS Y-Exchange, Inc. (the ``Exchange'' or
``BYX'') 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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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange filed a proposal to amend Rule 11.9 to add certain
optional price sliding functionality.
The text of the proposed rule change is available at the Exchange's
Web site at http://www.batstrading.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 parts of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange currently offers various forms of sliding which, in
all cases, result in the re-pricing of an order to, or ranking and/or
display of an order at, a price other than an order's limit price in
order to comply with applicable securities laws and/or Exchange rules.
Specifically, the Exchange currently offers price sliding to ensure
compliance with Regulation NMS and Regulation SHO. Price sliding
currently offered by the Exchange re-prices and displays an order upon
entry and in certain cases again re-prices and re-displays an order at
a more aggressive price one time if and when permissible (``single
display-price sliding''), and optionally continually re-prices an order
(``multiple display-price sliding'') based on changes in the national
best bid (``NBB'') or national best offer (``NBO'', and together with
the NBB, the ``NBBO''). The Exchange proposes to add another optional
process, the Price Adjust process, as described below. Price Adjust in
all contexts for which it is being proposed will have to be elected by
a User \3\ in order to be applied by the Exchange.
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\3\ As defined in BYX Rule 1.5(cc), a User is ``any Member or
Sponsored Participant who is authorized to obtain access to the
System pursuant to Rule 11.3.''
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In contrast to display-price sliding, which is based solely on
Protected Quotations \4\ at equities markets other than the Exchange,
Price Adjust would be based on Protected Quotations at external markets
and at the Exchange. If the Exchange has a Protected Quotation that an
incoming order to the Exchange locks or crosses then such order
executes against the resting order, or, if the incoming order is a BATS
Post Only Order or Partial Post Only at Limit Order, such order would
be executed in accordance with Rules 11.9(c)(6) and (c)(7),
respectively, or adjusted pursuant to the Price Adjust process, as
described in further detail below. Because the Exchange will route
orders to external markets with locking or crossing quotations, the
Exchange notes that the Price Adjust process would only be applicable
to non-routable orders, including BATS Only Orders, BATS Post Only
Orders and Partial Post Only at Limit Orders. In turn, because BATS
Only Orders will execute against locking or crossing interest on the
Exchange (including both Protected Quotations as well as any non-
displayed interest), the fact that Price Adjust would be based on
Protected Quotations at the Exchange is only relevant for BATS Post
Only Orders and Partial Post Only at Limit Orders.
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\4\ As defined in BYX Rule 1.5(t), a ``Protected Quotation'' is
``a quotation that is a Protected Bid or Protected Offer.'' In turn,
the term ``Protected Bid'' or ``Protected Offer'' means ``a bid or
offer in a stock that is (i) displayed by an automated trading
center; (ii) disseminated pursuant to an effective national market
system plan; and (iii) an automated quotation that is the best bid
or best offer of a national securities exchange or association.''
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With respect to price sliding offered to ensure compliance with
Regulation NMS (``display-price sliding''), under the Exchange's
current rules, if, at the time of entry, a non-routable order would
cross a Protected Quotation displayed by another trading center the
Exchange re-prices and ranks such order at the locking price, and
displays such order at one minimum price variation below the NBO for
bids and above the NBB for offers. Similarly, in the event a non-
routable order that, at the time of entry, would lock a Protected
Quotation displayed by another trading center, the
[[Page 52781]]
Exchange ranks such order at the locking price and displays the order
at one minimum price variation below the NBO for bids and above the NBB
for offers.
As proposed, under the Price Adjust process, an order eligible for
display by the Exchange that, at the time of entry, would create a
violation of Rule 610(d) of Regulation NMS by locking or crossing a
Protected Quotation of an external market or the Exchange will be
ranked and displayed by the System at one minimum price variation below
the current NBO (for bids) or to one minimum price variation above the
current NBB (for offers). Thus, in contrast to the display-price
sliding process, the Price Adjust process would both rank and display
an order at one minimum price variation below the current NBO or above
the current NBB (rather than ranking an order at the locking price).
Further, as noted above, the Price Adjust process would adjust the
price of a BATS Post Only Order or Partial Post Only at Limit Order
that would lock or cross an order displayed by the Exchange unless such
order is permitted to remove liquidity as described in Rules 11.9(c)(6)
and (c)(7), respectively, whereas the display-price sliding process
would cancel an order back to the User unless it removed liquidity on
entry.
The Exchange also proposes to state that in the event the NBBO
changes \5\ such that an order subject to Price Adjust would not lock
or cross a Protected Quotation, the order will receive a new timestamp,
and will be displayed at the price that originally locked the NBO (for
bids) or NBB (for offers) on entry.
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\5\ The Exchange notes that it recently filed a proposal
clarifying the methodology used by the Exchange to calculate the
NBBO, including the data feeds used to calculate the NBBO as well as
various types of feedback that update the Exchange's view of the
NBBO, such as feedback from receipt of Intermarket Sweep Orders with
a time-in-force of Day and feedback from the Exchange's routing
broker-dealer, BATS Trading, Inc. See Securities Exchange Act
Release No. 72687 (July 28, 2014), 79 FR 44926 (August 1, 2014) (SR-
BYX-2014-012).
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As an example of the Price Adjust process, assume the Exchange has
a posted and displayed bid to buy 100 shares of a security priced at
$10.10 per share and a posted and displayed offer to sell 100 shares at
$10.13 per share. Assume the NBBO is $10.10 by $10.12. If the Exchange
receives a non-routable bid to buy 100 shares at $10.12 per share the
Exchange will rank and display the order to buy at $10.11 because
displaying the bid at $10.12 would lock an external market's Protected
Offer to sell for $10.12. If the NBO then moved to $10.13, the Exchange
would un-slide the bid to buy and rank and display it at its limit
price of $10.12.
As an example of an order executed while subject to the Price
Adjust process before being un-slid by the Exchange, assume the
Exchange has a posted and displayed bid to buy 100 shares of a security
priced at $10.10 per share and a posted and displayed offer to sell 100
shares at $10.13 per share. Assume the NBBO is $10.10 by $10.12. If the
Exchange receives a non-routable bid to buy 100 shares at $10.12 per
share the Exchange will rank and display the order to buy at $10.11
because displaying the bid at $10.12 would lock an external market's
Protected Offer to sell for $10.12. Assume next that the Exchange
receives an offer to sell 100 shares at $10.11. The incoming order to
sell will execute at $10.11 against the resting bid to buy 100 shares
(originally priced at $10.12) that has been slid pursuant to the Price
Adjust process. Thus, the order executes at a full penny per share
better than if it were ranked at the locking price of $10.12 (buying
for $10.11 rather than $10.12 per share).
Similarly, assume the Exchange has a posted and displayed bid to
buy 100 shares of a security priced at $10.10 per share and a posted
and displayed offer to sell 100 shares at $10.12 per share. Assume the
NBBO is also $10.10 by $10.12. Assume the Exchange receives a BATS Post
Only bid to buy 100 shares at $10.12 per share. The Exchange notes that
under its current pricing structure, which pays a rebate to orders that
remove liquidity and charges a fee to orders that add liquidity, the
incoming bid to buy at $10.12 would remove liquidity pursuant to Rule
11.9(c)(6). However, if the Exchange has a different pricing structure
that does not allow the incoming BATS Post Only Order to remove
liquidity then the Exchange will rank and display the order to buy at
$10.11 because displaying the bid at $10.12 would lock the Exchange's
Protected Offer to sell for $10.12. If the NBO, including the
Exchange's best offer, then moved to $10.13, the Exchange would un-
slide the bid to buy and rank and display it at its limit price of
$10.12.
The Exchange also proposes to state that all orders that are re-
ranked and re-displayed pursuant to Price Adjust will retain their
priority as compared to other orders subject to Price Adjust based upon
the time such orders were initially received by the Exchange. Further,
as proposed, following the initial ranking and display of an order
subject to Price Adjust, an order will only be re-ranked and re-
displayed to the extent it achieves a more aggressive price.
In order to offer multiple price sliding to Exchange Users that
select Price Adjust, the Exchange proposes to make clear that the
ranked and displayed prices of an order subject to Price Adjust may be
adjusted once or multiple times depending upon the instructions of a
User and changes to the prevailing NBBO. As is true for display-price
sliding, multiple price sliding pursuant to Price Adjust would be
optional and would have to be explicitly selected by a User before it
will be applied. Orders subject to multiple price sliding for Price
Adjust will be permitted to move all the way back to their most
aggressive price, whereas orders subject to Price Adjust may not be
adjusted to their most aggressive price, depending upon market
conditions and the limit price of the order upon entry.
As an example of multiple price sliding for Price Adjust assume the
Exchange has a posted and displayed bid to buy 100 shares of a security
priced at $10.10 per share and a posted and displayed offer to sell 100
shares at $10.14 per share. Assume the NBBO is $10.10 by $10.12. If the
Exchange receives a non-routable bid to buy 100 shares at $10.13 per
share, the Exchange would rank and display the order to buy at $10.11
because displaying the bid at $10.13 would cross an external market's
Protected Offer to sell for $10.12. If the NBO then moved to $10.13,
the Exchange would un-slide the bid to buy and rank and display it at
$10.12. Under the proposed single Price Adjust functionality, the
Exchange would not further adjust the ranked or displayed price
following this un-slide. However, under multiple price sliding for
Price Adjust if the NBO then moved to $10.14, the Exchange would un-
slide the bid to buy and rank and display it at its full limit price of
$10.13.
The Exchange currently offers display-price sliding functionality
to avoid locking or crossing other markets' Protected Quotations, but
does not price slide to avoid executions on the Exchange's order book
(``BATS Book''). Specifically, when the Exchange receives an incoming
order that could execute against resting displayed liquidity but an
execution does not occur because such incoming order is designated as
an order that will not remove liquidity (i.e., a BATS Post Only
Order),\6\ then the Exchange will cancel
[[Page 52782]]
the incoming order. As noted above, the Exchange proposes to make clear
in the description of Price Adjust that any display-eligible BATS Post
Only Order that locks or crosses a Protected Quotation displayed by the
Exchange upon entry will be executed as set forth in Rule 11.9(c)(6) or
adjusted pursuant to the Price Adjust process. Similarly, the Exchange
proposes to make clear that any display-eligible Partial Post Only at
Limit Order that locks or crosses a Protected Quotation displayed by
the Exchange upon entry will be executed as set forth in Rule
11.9(c)(7) or adjusted pursuant to the Price Adjust process. The
Exchange reiterates that in contrast to the proposed operation of Price
Adjust, the existing display-price sliding process would instead cancel
BATS Post Only orders and BATS Partial Post Only at Limit orders that
would lock or cross a Protected Quotation displayed by the Exchange to
the extent such orders are not executed on entry.
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\6\ The Exchange again notes that BATS Post Only Orders are
permitted to remove liquidity from the BATS Book if the value of
price improvement associated with such execution equals or exceeds
the sum of fees charged for such execution and the value of any
rebate that would be provided if the order posted to the BATS Book
and subsequently provided liquidity. See Rule 11.9(c)(6). Similarly,
Partial Post Only at Limit Orders are permitted to remove price
improving liquidity as well as a User-selected percentage of the
remaining order at the limit price if, following such removal, the
order can post at its limit price. See Rule 11.9(c)(7).
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The Exchange currently applies display-price sliding to Non-
Displayed Orders that cross Protected Quotations of external markets.
The Exchange proposes language that makes clear that this functionality
will apply to all orders for which a User has selected either display-
price sliding or Price Adjust. The proposed rule states that Non-
Displayed Orders that are subject to display-price sliding or Price
Adjust are ranked at the locking price on entry. The proposed
description also makes clear that price sliding for Non-Displayed
Orders is functionally equivalent to the handling of displayable orders
except that such orders will not have a displayed price and will not be
re-priced again unless such orders cross a Protected Quotation of an
external market (i.e., such orders are not un-slid). Other than
updating the language of the rule to reflect that Non-Displayed Orders
for which a User has selected Price Adjust will be handled in the same
way as orders subject to display-price sliding, the Exchange is not
proposing to change its handling of Non-Displayed Orders.
As an example of the Exchange's handling of Non-Displayed Orders in
the context of Price Adjust, assume the Exchange has a posted and
displayed bid to buy 100 shares of a security priced at $10.10 per
share and a posted and displayed offer to sell 100 shares at $10.13 per
share. Assume the NBBO is $10.10 by $10.11. If the Exchange receives a
Non-Displayed Order bid to buy 100 shares at $10.12 per share, the
Exchange would re-price the order to a $10.11 bid to buy to avoid
potentially trading through the $10.11 offer displayed as the NBO
(i.e., to ensure the Exchange will not allow the bid to trade at $10.12
per share). In the event the NBBO moved to $10.09 by $10.10, the
Exchange would re-price the Non-Displayed bid to buy 100 shares to
$10.10 per share. If the NBBO then moved to $10.10 by $10.11, the Non-
Displayed bid would not be re-priced to $10.11, but would remain on the
Exchange's order book at $10.10. This proposed handling is identical to
handling of a Non-Displayed Order for which a User has selected
display-price sliding.
The Exchange also proposes that in the event the NBBO changes such
that display eligible orders subject to display-price sliding and Price
Adjust would not lock or cross a Protected Quotation and are eligible
to be displayed at a more aggressive price, the System will first
display all orders subject to display-price sliding at their ranked
price followed by orders subject to Price Adjust, which will be re-
ranked and re-displayed as set forth above. The Exchange believes it is
reasonable to un-slide orders subject to display-price sliding before
it un-slides orders subject to Price Adjust because Price Adjust is a
less aggressive form of price sliding than display-price sliding, in
that an order submitted by a User that elects Price Adjust will be
displayed and ranked at the same price rather than ranked at the
locking price and displayed at a less aggressive price.
The Exchange also proposes to make clear that if a User elects to
apply Price Adjust to an order submitted to the Exchange, price sliding
will apply short sale price sliding in connection with the handling of
the order by the Exchange. The Exchange does not propose to modify its
short sale price sliding functionality.
2. Statutory Basis
The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Securities Exchange Act of 1934 (the
``Act'')\7\ and further the objectives of Section 6(b)(5) of the Act\8\
because they are 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, to foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, and, in general, to protect investors and the public
interest. The proposed rule change also is designed to support the
principles of Section 11A(a)(1) \9\ of the Act in that it seeks to
assure fair competition among brokers and dealers and among exchange
markets.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
\9\ 15 U.S. C. 78k-1(a)(1).
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The Exchange believes that the proposed changes to offer Price
Adjust are consistent with Section 6(b)(5) of the Act,\10\ as well as
Rule 610 of Regulation NMS \11\ and Rule 201 of Regulation SHO.\12\ The
Exchange is not modifying the overall functionality of price sliding,
which, to avoid locking or crossing quotations of other market centers
or to comply with applicable short sale restrictions, displays orders
at permissible prices while retaining a price at which the User is
willing to buy or sell, in the event display at such price or an
execution at such price becomes possible. Instead, the Exchange is
making changes to adopt an optional form of price sliding, Price
Adjust, which will rank orders at their displayed price rather than the
locking price, as described above. Thus, while subject to Price Adjust
sliding, an order is ranked at a less aggressive price, which may be
preferable to certain Users that wish to provide liquidity but do not
wish to cross the spread (i.e., if buying, do not wish to trade at the
NBO or if selling, do not wish to trade at the NBB). The Exchange
believes it is reasonable to un-slide display-price sliding orders
before it un-slides Price Adjust orders because Price Adjust is a less
aggressive form of price sliding than display-price sliding, in that an
order submitted by a User would be displayed and ranked at the same
price rather than ranked at the locking price and displayed at a less
aggressive price. Thus, because orders subject to display-price sliding
are ranked at and subject to execution at higher prices when buying and
lower prices when selling, the Exchange believes that such orders
should be re-displayed before orders subject to Price Adjust orders in
response to changes to the NBBO.
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\10\ Id.
\11\ 17 CFR 242.610.
\12\ 17 CFR 242.201.
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Rule 610(d) requires exchanges to establish, maintain, and enforce
rules that require members reasonably to avoid ``[d]isplaying
quotations that lock or cross any protected quotation in an NMS
stock.'' \13\ Such rules must be
[[Page 52783]]
``reasonably designed to assure the reconciliation of locked or crossed
quotations in an NMS stock,'' and must ``prohibit . . . members from
engaging in a pattern or practice of displaying quotations that lock or
cross any quotation in an NMS stock.'' \14\ Thus, the Price Adjust
process proposed by the Exchange will assist Users by displaying orders
at permissible prices. Similarly, Rule 201 of Regulation SHO \15\
requires trading centers to establish, maintain, and enforce written
policies and procedures reasonably designed to prevent the execution or
display of a short sale order at a price at or below the current NBB
under certain circumstances. The Exchange's short sale price sliding
will continue to operate the same for Users of Price Adjust as it does
for Users that select the display-price sliding process offered by the
Exchange.
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\13\ 17 CFR 242.610(d).
\14\ Id.
\15\ 17 CFR 242.201.
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As noted above, in contrast to display-price sliding, which is
based solely on Protected Quotations at equities markets and options
exchanges other than the Exchange, the proposed Price Adjust process
would be based on Protected Quotations at external markets and at the
Exchange. Thus, if the Exchange has a Protected Quotation that an
incoming order to the Exchange locks or crosses then such order
executes against the resting order, or, if the incoming order is a BATS
Post Only Order or Partial Post Only at Limit Order, such order would
be executed in accordance with Rules 11.9(c)(6) and (c)(7),
respectively, or adjusted pursuant to the Price Adjust process. The
Exchange believes that it is reasonable and consistent with the Act to
apply the Price Adjust process to orders on entry that cannot executed
or displayed at their limit price because this will contribute to
additional displayed liquidity on the Exchange than if such orders were
cancelled back to the User. Therefore, the Exchange believes the
proposal to apply the Price Adjust process to orders that cannot be
displayed because they would lock or cross displayed contra-side
interest on the Exchange (and not just external markets) will promote
just and equitable principles of trade, remove impediments to, and
perfect the mechanism of, a free and open market and a national market
system. The Exchange also reiterates that the proposed Price Adjust
process will enable the System to avoid displaying a locking or
crossing quotation in order to ensure compliance with Rule 610(d) of
Regulation NMS. The Exchange again notes that under its current pricing
structure, which pays a rebate to orders that remove liquidity and
charges a fee to orders that add liquidity, this provision is currently
inapplicable because even BATS Post Only Orders will remove on entry if
it is in their economic best interest to do so, and thus, if there is
locking or crossing interest on the Exchange's order book, such orders
will remove liquidity rather than being subject to the Price Adjust
process. However, in order to maintain a technology offering that is
consistent with technology offered by its affiliates irrespective of
fees,\16\ the Exchange is proposing to implement Price Adjust as
proposed.
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\16\ The Exchange notes that its affiliate, BATS Exchange, Inc.
is simultaneously proposing to adopt the Price Adjust process.
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The Exchange notes that similar functionality was recently proposed
by the Exchange's affiliate, EDGX Exchange, Inc. and that the proposed
rules are based on the Price Adjust functionality set forth in such
proposal.\17\
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\17\ See Securities Exchange Act Release No. 72676 (July 25,
2014), 79 FR 44520 (July 31, 2014) (SR-EDGX-2014-18).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The proposed
rule change is being proposed as an additional option for Users that
wish to utilize Exchange price sliding functionality and that the
functionality is consistent with that offered by the Exchange today as
well as affiliates and competitors of the Exchange. Thus, the Exchange
believes this proposed rule change is necessary to permit fair
competition among national securities exchanges.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants, or Others
The Exchange has neither solicited nor received written comments on
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 Exchange consents, the Commission will: (a) by order approve
or disapprove such 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-BYX-2014-019 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-BYX-2014-019. 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 Room at 100 F Street NE.,
Washington, DC 20549-1090 on official business days between the hours
of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be
available for inspection and copying at the principal office of the
Exchange. 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-BYX-
[[Page 52784]]
2014-019, and should be submitted on or before September 25, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-21003 Filed 9-3-14; 8:45 am]
BILLING CODE 8011-01-P