[Federal Register Volume 80, Number 1 (Friday, January 2, 2015)]
[Notices]
[Pages 66-69]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-30694]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73935; File No. SR-BATS-2014-073]
Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 2.12 To Remove References to ``Direct Edge ECN LLC'' and ``DE
Route''
December 24, 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 December 22, 2014, BATS Exchange, Inc. (the ``Exchange'' or
``BATS'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II 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 proposed rule change to amend Rule 2.12 to
remove references to ``Direct Edge ECN LLC'' and ``DE Route.'' The
Exchange does not propose to amend the requirements of this rule.
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.
[[Page 67]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Earlier this year, the Exchange and its affiliate BATS Y-Exchange,
Inc. (``BYX'') received approval to affect a merger (the ``Merger'') of
the Exchange's parent company, BATS Global Markets, Inc., with Direct
Edge Holdings LLC, the indirect parent of EDGX Exchange, Inc.
(``EDGX'') and EDGA Exchange, Inc. (``EDGA,'' and together with BZX,
BYX and EDGX, the ``BGM Affiliated Exchanges'').\3\ As a result, the
Exchange amended Rule 2.12 to reflect that DE Route, the affiliated
EDGA and EDGX routing broker-dealer, would also act as the inbound
router for routing orders from EDGA and EDGX to the Exchange. In the
context of the Merger, the BGM Affiliated Exchanges are working to
migrate EDGX and EDGA onto the BATS technology platform, and align
certain system functionality, retaining only intended differences
between the BGM Affiliated Exchanges. As a result of these efforts, the
Exchange proposes to amend to amend [sic] Rule 2.12 to remove
references to ``Direct Edge ECN LLC'' and ``DE Route'' to reflect that
BATS Trading, Inc. will be the Exchange's sole routing broker-dealer as
of January 12, 2015. Thereafter, BATS Trading will serve as the sole
inbound routing broker-dealer for the Exchange. The Exchange does not
propose to amend the requirements of the rule.
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\3\ See Securities Exchange Act Release No. 71375 (January 23,
2014), 79 FR 4771 (January 29, 2014) (SR-BATS-2013-059; SR-BYX-2013-
039).
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DE Route and BATS Trading provide Members of the Exchange, EDGA,
EDGX and BYX with optional routing services to other market centers.
Thus, in certain circumstances, DE Route and BATS Trading provides
inbound routing from EDGA, EDGX, or BYX to the Exchange. Exchange Rule
2.12 governs this inbound routing of orders by DE Route and BATS
Trading to the Exchange in DE Route's and BATS Trading's capacity as a
facility of the Exchange. The Exchange proposes to amend Rule 2.12 to
remove all references to DE Route as BATS Trading will be the sole
inbound routing service for the Exchange upon migration of EDGA and
EDGX onto the BATS technology platform. The Exchange does not propose
to amend the requirements of this rule. Therefore, the conditions and
limitations set forth in Exchange Rule 2.12(a) will continue to require
that:
The Exchange enter into (a) a plan pursuant to Rule 17d-2
under the Act with a non-affiliated self-regulatory organization
(``SRO'') to relieve the Exchange of regulatory responsibilities for
BATS Trading with respect to rules that are common rules between the
Exchange and the non-affiliated SRO, and (b) a regulatory services
contract (``Regulatory Contract'') with a non-affiliated SRO to perform
regulatory responsibilities for BATS Trading for unique Exchange rules.
The Regulatory Contract require the Exchange to provide
the non-affiliated SRO with information, in an easily accessible
manner, regarding all exception reports, alerts, complaints, trading
errors, cancellations, investigations, and enforcement matters
(collectively ``Exceptions'') in which BATS Trading is identified as a
participant that has potentially violated Exchange or Commission rules,
and requires that the non-affiliated SRO provide a report, at least
quarterly, to the Exchange quantifying all Exceptions in which BATS
Trading is identified as a participant that has potentially violated
Exchange or Commission rules.
The Exchange, on behalf of holding company indirectly
owning the Exchange, establish and maintain procedures and internal
controls reasonably designed to ensure that BATS Trading does not
develop or implement changes to its system based on non-public
information obtained as a result of its affiliation with the Exchange,
until such information is available generally to similarly situated
Members of the Exchange.
The Exchange furnish to BATS Trading only the same
information and on the same terms as the Exchange makes available in
the normal course of business to other users.\4\
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\4\ See Exchange Rule 2.12(a)(2).
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In addition, provided the conditions in Exchange Rule 2.12 are
complied with, and provided further that BATS Trading operates as an
outbound router on behalf of BYX on the same terms and conditions as it
does for the Exchange, and in accordance with the rules of BYX, BATS
Trading may provide inbound routing services to the Exchange from BYX.
BATS Trading provides members of the BGM Affiliated Exchanges
(including BYX) with optional routing services to other market centers,
which may include routing from a BGM Affiliated Exchange to the
Exchange. Therefore, the Exchange proposes to remove reference to BYX
as BATS Trading will be required under Exchange Rule 2.12 to operate as
an outbound router on behalf of each BATS Exchange on the same terms
and conditions as it does for the Exchange, and in accordance with the
rules of each BATS Exchange, BATS Trading may provide inbound routing
services to the Exchange from each BATS Exchange. The Exchange believes
that Rule 2.12 will continue to adequately manage the potential for
conflicts of interest that could arise from BATS Trading routing orders
to the Exchange.
Implementation Date
The Exchange intends to implement the proposed rule change on or
about January 12, 2015, which is the anticipated date upon which the
migration of the EDGA and EDGX to the BATS technology platform will be
complete and BATS Trading, Inc. will act as the BGM Affiliated
Exchange's sole routing broker-dealer.
2. Statutory Basis
The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Act \5\ and further the objectives of Section
6(b)(5) of the Act \6\ 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) \7\ of the Act
in that it seeks to assure fair competition among brokers and dealers
and among exchange markets. The Exchange does not propose to amend the
requirements of the rule and the proposed rule change is intended only
to reflect that BATS Trading will be the Exchange's sole routing
broker-dealer upon migration of the EDGA and EDGX to the BATS
technology platform. A consistent technology offering through the use
of a single routing broker-dealer by each of the BGM Affiliated
Exchange will, in turn, simplify the technology implementation, changes
and maintenance by users of the Exchange that are also participants on
BYX, EDGA, and EDGX. As such, the proposed rule change would foster
cooperation and coordination with persons engaged in facilitating
transactions in securities and would remove impediments to and perfect
the mechanism of a free and open market and a national market system.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
\7\ 15 U.S.C. 78k-1(a)(1).
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[[Page 68]]
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 Exchange
reiterates that the proposed rule change is being proposed in the
context of the technology integration of the BGM Affiliated Exchanges.
Thus, the Exchange believes this proposed rule change is necessary to
permit fair competition among national securities exchanges. In
addition, the Exchange believes the proposed rule change will benefit
Exchange participants in that it is one of several changes necessary to
achieve a consistent technology offering by the BGM Affiliated
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
The Exchange has designated this rule filing as non-controversial
under Section 19(b)(3)(A) of the Act \8\ and paragraph (f)(6) of Rule
19b-4 thereunder.\9\ Because the proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative prior to 30 days from the date on which it was filed,
or such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest, the proposed rule
change has become effective pursuant to Section 19(b)(3)(A) of the Act
and Rule 19b-4(f)(6) thereunder.\10\
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4.
\10\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \11\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay in order
to permit the Exchange to implement the proposed rule change on January
12, 2015, which is the anticipated date upon which the migration of
EDGA and EDGX to the BATS technology platform will be complete and BATS
Trading will serve as the Exchange's sole routing broker-dealer. The
Exchange states that waiver of the operative delay is consistent with
the protection of investors and the public interest because it will
allow BATS Trading to act as the BGM Affiliated Exchanges' sole routing
broker-dealer upon migration of EDGX and EDGA to the BATS technology
platform, thereby simplifying the technology integration for Members of
the Exchange that are also participants on EDGX, EDGA, and BYX. In this
regard, the Exchange notes that, since completion of the Merger, both
Members and the BGM Affiliated Exchanges have made numerous systems
changes in preparation for the technology migration occurring on
January 12, 2015, the Exchange has issued frequent updates to Members
informing them of the BGM Affiliated Exchange technology migration as
well as its anticipated time line so that Members may make the
requisite system changes, and the Exchange has conducted multiple
testing opportunities for Members to ensure that both Members' and the
Exchange's systems will operate in accordance with the proposed rule
change on January 12, 2015. The Commission believes that waiving the
30-day operative delay is consistent with the protection of investors
and the public interest. Therefore, the Commission hereby waives the
operative delay and designates the proposed rule change operative upon
filing.\13\
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\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
\13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) of the Act \14\ to determine whether the proposed
rule change should be approved or disapproved.
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\14\ 15 U.S.C. 78s(b)(2)(B).
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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-BATS-2014-073 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-BATS-2014-073. 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-
BATS-2014-073, and should be submitted on or before January 23, 2015.
[[Page 69]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30694 Filed 12-31-14; 8:45 am]
BILLING CODE 8011-01-P