
[Federal Register Volume 79, Number 147 (Thursday, July 31, 2014)]
[Notices]
[Pages 44519-44548]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-17989]



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Vol. 79

Thursday,

No. 147

July 31, 2014

Part III





 Securities and Exchange Commission





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Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing of 
Proposed Rule Change Relating To Include Additional Specificity Within 
Rule 1.5 and Chapter XI Regarding Current System Functionality 
Including the Operation of Order Types and Order Instructions; Notice

  Federal Register / Vol. 79 , No. 147 / Thursday, July 31, 2014 / 
Notices  

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72676; File No. SR-EDGX-2014-18]


Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of 
Filing of Proposed Rule Change Relating To Include Additional 
Specificity Within Rule 1.5 and Chapter XI Regarding Current System 
Functionality Including the Operation of Order Types and Order 
Instructions

July 25, 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 July 16, 2014, EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') 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 self-regulatory 
organization. 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 proposes to amend Rule 1.5 and Chapter XI of its rule 
book to include additional specificity regarding the current 
functionality of the Exchange's System,\3\ including the operation of 
its order types and order instructions. These changes are designed to 
update the rule book to reflect current system functionality and 
include: (i) Further clarifying the Exchange's trading sessions and 
hours of operation by amending Rule 11.1; (ii) describing the process 
for initial opening and re-opening after a trading halt by adding 
proposed Rule 11.7, Opening Process; (iii) amending the description of 
order types, order instructions, and their functionality by deleting 
the content of Rule 11.5, Order Types and Modifiers, renumbering it as 
Rule 11.8, and adding proposed Rule 11.6, Definitions; (iv) amending 
Rule 11.8, Priority of Orders, to provide additional specificity 
regarding the execution priority of orders and renumbering it as Rule 
11.9; and (v) making a series of organizational and conforming changes 
to Rule 1.5, Rule 8.15, and Chapter XI, as well as moving text from 
Footnote 4 of the Exchange's Fee Schedule into proposed Rule 11.21.
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    \3\ Exchange Rule 1.5(cc) defines ``System'' as ``the electronic 
communications and trading facility designated by the Board through 
which securities orders of Users are consolidated for ranking, 
execution and, when applicable, routing away.''
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    The text of the proposed changes to Exchange Rule 1.5, 8.15 and 
Chapter XI are attached as Exhibit 5A. The proposed change to the Fee 
Schedule is attached as Exhibit 5B. Exhibits 5A and 5B are available on 
the Exchange's Web site at www.directedge.com, at the Exchange's 
principal office, and at the Public Reference Room of the Commission.

II. Self-Regulatory Organization's Statement of the Purpose of, and the 
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 these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
has prepared summaries, set forth in sections A, B and C below, of the 
most significant aspects of such statements.

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

1. Purpose
    The Exchange proposes to amend Rule 1.5 and Chapter XI of its rule 
book to include additional specificity regarding the current 
functionality of the Exchange's System, including the operation of its 
order types and order instructions. These changes are designed to 
update the rule book to reflect current system functionality and 
include: (i) Further clarifying the Exchange's trading sessions and 
hours of operation by amending Rule 11.1; (ii) describing the process 
for initial opening and re-opening after a trading halt by adding 
proposed Rule 11.7, Opening Process; (iii) amending the description of 
order types, order instructions, and their functionality by deleting 
the content of Rule 11.5, Order Types and Modifiers, renumbering it as 
Rule 11.8, and adding proposed Rule 11.6, Definitions; (iv) amending 
Rule 11.8, Priority of Orders, to provide additional specificity 
regarding the execution priority of orders and renumbering it as Rule 
11.9; and (v) making a series of organizational and conforming changes 
to Rule 1.5, Rule 8.15, and Chapter XI, as well as moving text from 
Footnote 4 of the Exchange's Fee Schedule into proposed Rule 11.21. 
Unless otherwise stated,\4\ the Exchange does not propose to 
substantively modify the operation of any of the current defined order 
types or terms or the operation of the System; rather, it intends to 
provide additional specificity and transparency to Members, Users, and 
the investing public regarding the Exchange's order types and system 
functionality, and to organize its rules in a more intuitive and less 
complex manner.\5\
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    \4\ As discussed in more detail below, the Exchange proposes the 
following new System functionality: Proposed Rule 11.7(c). 
Alternatively set the price of the Opening Process for securities 
listed on either the New York Stock Exchange, Inc. or NYSE MKT LLC 
at the midpoint of the then prevailing NBBO when the first two-sided 
quotation published by the listing exchange after 9:30:00 a.m. 
Eastern Time, but before 9:45:00 a.m. Eastern Time if no first trade 
is reported by the listing exchange within one second of publication 
of the first two-sided quotation by the listing exchange. Proposed 
Rule 11.7(e). Alternatively set the price of a re-opening at the 
midpoint of the then prevailing NBBO when the first two-sided 
quotation is published by the listing exchange following the 
resumption of trading after a halt, suspension, or pause if no first 
trade is reported within one second of publication of the first two-
sided quotation by the listing exchange. Proposed Rule 11.6(j)(1). 
Require that an order with a Market Peg instruction that is to be 
displayed by the System on the EDGX Book include an offset equal to 
or greater than one Minimum Price Variation. Proposed Rule 
11.6(n)(4). Permit an order with a Post Only Instruction to execute 
against an order resting on the EDGX Book where it is eligible to 
receive price improvement as described under the proposed rule.
    \5\ See Mary Jo White, Chair, Commission, Speech at the Sandler 
O'Neill & Partners, L.P. Global Exchange and Brokerage Conference, 
(June 5, 2014), available at http://www.sec.gov/News/Speech/Detail/Speech/1370542004312#.U7rxbLE4KSo.
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Trading Sessions, Hours of Operation, and Initial Opening and Re-
Opening Processes
    The Exchange proposes to further clarify its trading sessions and 
hours of operation by amending Rule 11.1. The Exchange also proposes to 
describe the processes for initial opening and re-opening after a 
trading halt by adding proposed Rule 11.7, Opening Process. The 
Exchange believes that these proposed rule changes provide greater 
transparency to its Members,\6\ Users,\7\ and the investing public 
regarding the Exchange's hours of operation and current opening 
process.
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    \6\ The term ``Member'' is defined as ``any registered broker or 
dealer, or any person associated with a registered broker or dealer, 
that has been admitted to membership in the Exchange. A Member will 
have the status of a ``member'' of the Exchange as that term is 
defined in Section 3(a)(3) of the Act.'' See Exchange Rule 1.5(n).
    \7\ The term ``User'' is defined as ``any Member or Sponsored 
Participant who is authorized to obtain access to the System 
pursuant to Rule 11.3.'' See Exchange Rule 1.5(ee).

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Rule 11.1, Hours of Trading and Trading Days
    The Exchange proposes to amend Rule 11.1, Hours of Trading and 
Trading Days, to clarify when orders may be entered into the System and 
to outline a User's ability to select the trading sessions for which an 
order may be eligible for execution. Proposed Rule 11.1(a)(1), Session 
Indicator, describes each of the Exchange's existing trading sessions. 
A User may select the particular trading sessions for which their 
order(s) may be eligible for execution. Specifically, orders designated 
as:
     ``Pre-Opening Session'' are eligible for execution between 
8:00 a.m. Eastern Time and 4:00 p.m. Eastern Time;
     ``Regular Session'' are eligible for execution between the 
completion of the Opening Process or a Contingent Open as defined in 
proposed Rule 11.7 (described below), whichever occurs first, and 4:00 
p.m. Eastern Time, unless otherwise noted; \8\
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    \8\ Beginning at 9:30:00 a.m. Eastern Time, the System will 
accept: (i) Incoming orders designated as Intermarket Sweep Orders, 
and (ii) orders with a time-in-force instruction of Immediate-or-
Cancel. This is to assist Members' compliance with Rule 611 of 
Regulation NMS.
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     ``Post-Closing Session'' are eligible for execution 
between the start of the Regular Session and 8:00 p.m. Eastern Time; 
and
     ``All Sessions'' are eligible for execution between 8:00 
a.m. and 8:00 p.m. Eastern Time.
    Under proposed Rule 11.1(a)(1), orders may be entered into the 
System from 6:00 a.m. until 8:00 p.m. Eastern Time, but orders entered 
between 6:00 a.m. and 8:00 a.m. Eastern Time are not eligible for 
execution until the start of the session selected by the User. All 
orders are eligible for execution during the Regular Session. For an 
order to be eligible for the Pre-Opening and/or Post-Closing Sessions, 
Users must so designate the order. If the User does not select a 
particular session or sessions, the order will default to the Regular 
Session only.
Proposed Rule 11.7, Opening Process
    The Exchange also proposes to adopt proposed Rule 11.7 to further 
describe its opening and re-opening processes.\9\ Proposed Rule 11.7(a) 
states that prior to the beginning of the Regular Session, Users who 
wish to participate in the Opening Process may enter orders to buy or 
sell. Orders cancelled prior to the Opening Process will not 
participate in the Opening Process. Proposed Rule 11.7(a)(2) provides 
that all orders may participate in the Opening Process except for: (i) 
Orders with a Stop Price \10\ or Stop Limit Price \11\ instruction, 
(ii) Limit Orders with a Post Only \12\ instruction, (iii) orders with 
a time-in-force (``TIF'') instruction of Fill-or-Kill (``FOK'') or 
Immediate or Cancel (``IOC''), and (iv) Intermarket Sweep Orders 
(``ISOs''). Orders that are designated for the Regular Session that 
cannot participate in the Opening Process will not be accepted by the 
System until the Opening Process is completed or a Contingent Opening 
has occurred as described below. Limit Orders with a Reserve Quantity 
\13\ may participate to the full extent of their displayed size and 
Reserve Quantity. Limit Orders with a Discretionary Range \14\ may 
participate up to their discretionary price for buy orders and down to 
their discretionary price for sell orders. A Limit Order with a Pegged 
instruction \15\ will be eligible for execution in the Opening Process 
based on its pegged price at the time the Opening Process is conducted.
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    \9\ Proposed Rule 11.7 is based on and substantially similar to 
International Securities Exchange, LLC (``ISE'') Rule 2106. See also 
Securities Exchange Act Release No. 54287 (August 8, 2006), 71 FR 
46947 (August 15, 2006) (Order Approving File No. SR-ISE-2006-48).
    \10\ The Stop Price instruction is proposed to be set forth in 
Rule 11.8(a)(1), and is further discussed below.
    \11\ The Stop Limit Price instruction is proposed to be set 
forth in Rule 11.8(b)(1), and is further discussed below.
    \12\ The Post Only instruction is proposed to be set forth in 
Rule 11.6(n)(4), and is further discussed below.
    \13\ Reserve Quantity is proposed to be defined in Rule 11.6(m), 
and is further discussed below.
    \14\ The Discretionary Range instruction is proposed to be 
defined in Rule 11.6(d), and is further discussed below.
    \15\ The Pegged instruction is proposed to be defined in Rule 
11.6(i), and is further discussed below.
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    Under proposed Rule 11.7(a)(3), the Exchange will open by 
performing the Opening Process in which the System will attempt to 
match buy and sell orders that are executable at the midpoint of the 
National Best Bid and Offer (``NBBO''). Proposed Rule 11.7(c) codifies 
the process by which the System sets the opening price of the Opening 
Process. The System sets the price of the Opening Process at the 
midpoint of the first NBBO after 9:30:00 a.m. Eastern Time. However, 
for securities listed on either the New York Stock Exchange, Inc. 
(``NYSE'') or NYSE MKT LLC (``NYSE MKT''), the System currently sets 
the price of the Opening Process at the midpoint of the first NBBO 
subsequent to the first reported trade on the listing exchange after 
9:30:00 a.m. Eastern Time. In addition to this existing process, the 
Exchange proposes to alternatively set the price of the Opening Process 
for securities listed on either the NYSE or NYSE MKT at the midpoint of 
the then prevailing NBBO when the first two-sided quotation published 
by the relevant listing exchange after 9:30:00 a.m. Eastern Time, but 
before 9:45:00 a.m. Eastern Time if no first trade is reported by the 
listing exchange within one second of publication of the first two-
sided quotation by the listing exchange. The System waits to set the 
price at the midpoint of the first NBBO as set forth above because 
securities listed on the NYSE or NYSE MKT may not open at precisely 
9:30:00 a.m. Eastern Time.
    Proposed Rule 11.7(b) describes the Opening Process. Under the 
Opening Process, all orders executable at the midpoint of the NBBO will 
be processed in time sequence, beginning with the order with the oldest 
time stamp and not in accordance with proposed Rule 11.9(a)(2)(B), 
which outlines priority at the midpoint of the NBBO and is described in 
more detail below. Matches will occur until there are no remaining 
contra-side orders or there is an imbalance of orders. An imbalance of 
orders may result in orders that cannot be executed in whole or in 
part. Any unexecuted orders may then be placed by the System on the 
EDGX Book,\16\ cancelled, executed, or routed to away Trading Centers 
in accordance with the Users' instructions pursuant to proposed 
renumbered Rule 11.11.
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    \16\ The term ``EDGX Book'' is defined as ``the System's 
electronic file of orders.'' See EDGX Rule 1.5(d).
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    Proposed Rule 11.7(d) describes the Exchange's process for a 
Contingent Open, which would occur where the conditions to establish 
the price of the Opening Process set forth under proposed Rule 11.7(c) 
do not occur by 9:45:00 a.m. Eastern Time. For example, the Opening 
Process will not occur where, if between 9:30:00 a.m. and 9:45:00 a.m. 
Eastern Time, no NBBO is published, or, for securities listed on either 
the NYSE or NYSE MKT, no first trade is reported or quote is published 
by the listing exchange, as proposed above. If the conditions to 
establish the price of the Opening Process do not occur by 9:45:00 a.m. 
Eastern Time, orders will be placed by the System on the EDGX Book, 
cancelled, executed, or routed to away Trading Centers in accordance 
with the Users' instructions pursuant to proposed renumbered Rule 
11.11. Notwithstanding the occurrence of a Contingent Open, MidPoint 
Match Orders will not be placed by the System on the EDGX Book because 
they are not eligible to trade until the conditions set forth under 
Rule 11.7(c) for determining

[[Page 44522]]

the price of the Opening Process have been met.
    Proposed Rule 11.7(e) describes the process by which the System 
sets the price of a re-opening following the resumption of trading 
after a halt, suspension, or pause. The System currently re-opens a 
security at the midpoint of the first NBBO subsequent to the first 
reported trade on the listing exchange following the resumption of 
trading after a halt, suspension, or pause. In addition, the Exchange 
proposes to alternatively set the price of a re-opening at the midpoint 
of the then prevailing NBBO when the first two-sided quotation is 
published by the listing exchange following the resumption of trading 
after a halt, suspension, or pause if no first trade is reported within 
one second of publication of the first two-sided quotation by the 
listing exchange.
Order Type and System Functionality Clarification Under Chapter XI
    The Exchange proposes to describe the basic requirements for all 
order types processed by the System by eliminating current Rule 11.5 
and replacing it with proposed Rule 11.6, Definitions, and Rule 11.8, 
Order Types, each of which are explained in more detail below. The 
Exchange also proposes to amend current Rule 11.8, Priority of Orders, 
to describe the time priority of orders at specific price points and 
renumber it as Rule 11.9. Unless otherwise stated, the Exchange does 
not propose to substantively modify the operation of any of the current 
defined order types or terms or the operation of the System. The 
Exchange believes the proposed amendments will provide greater 
transparency regarding how the System operates, the order types the 
Exchange offers, which instructions a User may attach to each order 
type, and how order types and instructions when used in combination, 
may affect an order's execution priority under proposed renumbered Rule 
11.9.
    Specifically, the Exchange proposes to delete the content of 
current Rule 11.5, Orders and Modifiers, and replace it with proposed 
Rule 11.6, Definitions, and Rule 11.8, Order Types. The Exchange's 
proposed rule change would outline the number of order types available 
on the System as well as describe what instructions may be attached to 
each order type. In certain cases, what was previously described under 
the Exchange's rules as a standalone order type, is, in fact, an 
instruction or set of instructions attached to an order type and not an 
order type itself. The Exchange believes the order types that it now 
proposes to classify as order instructions are derivative of and could 
not operate independently from what the Exchange proposed as a 
standalone order type. Specifically, and as described more fully below, 
proposed Rule 11.8, Order Types, would describe the following 
standalone order types that are available on the Exchange: Market 
Orders, Limit Orders, ISOs, MidPoint Match Orders, NBBO Offset Peg 
Orders, and Route Peg Orders. Proposed Rule 11.8 would further describe 
each order type's functionality and the instructions a User may attach 
to each. Proposed Rule 11.6, Definitions, would re-classify and 
describe the features currently defined as order types as instructions 
that may be attached to order types.
Proposed Rule 11.6, Definitions
    Proposed Rule 11.6 seeks to set forth in one rule current defined 
terms and order instructions that are described in Chapter XI. The 
proposed rule also includes additional defined terms and instructions 
to aid in describing System functionality and the operation of the 
Exchange's order types. Some features listed below and now codified in 
proposed Exchange Rule 11.6 are currently included under current Rule 
11.5, where they are described as standalone order types. As part of 
the Exchange's order type clarification discussed below, the Exchange 
proposes to relocate and reclassify these features as instructions that 
may be appended to an order type.
    The Exchange notes that an instruction defined within Rule 11.6 may 
not be available for all order types. Whether an instruction is 
available for a particular order type is set forth in detail in 
proposed Rule 11.8, Order Types.
    The terms and instructions defined within proposed Rule 11.6 are as 
follows:
Attributable and Non-Attributable (Rule 11.6(a))
    The Exchange currently defines the terms ``Attributable Order'' and 
``Non-Attributable Order'' in Exchange Rules 11.5(c)(18) and (19). An 
Attributable Order is currently defined as ``[a]n order designated for 
display (price and size) that includes the Member's market participant 
identifier (``MPID'').'' A Non-Attributable Order is currently defined 
as ``[a]n order designated for display (price and size) on an anonymous 
basis by the System.'' The Exchange believes that a User choosing 
whether to display its MPID on an order they submit to the Exchange is 
more characteristic of an instruction, rather than an order type. 
Therefore, the Exchange proposes to keep this definition but delete the 
word Order from both terms, leaving just the terms Attributable and 
Non-Attributable. As part of its order type clarification, the Exchange 
proposes to relocate each term to proposed Rule 11.6. The Exchange does 
not propose to alter the meaning of either term. The Exchange, however, 
proposes to add additional specificity to the rule regarding the 
designation of orders as Attributable and Non-Attributable. 
Specifically, the Exchange proposes to state that unless the User 
elects otherwise, all orders will be automatically defaulted by the 
System to Non-Attributable. Further, a User may elect an order to be 
Attributable on an order-by-order basis or instruct the Exchange to 
default all its orders as Attributable on a port-by-port basis. 
However, if a User instructs the Exchange to default all its orders as 
Attributable on a particular port, such User would not be able to 
designate any order from that port as Non-Attributable. Where a User 
includes an Attributable instruction with an order, the User's MPID 
will be visible via the Exchange's Book Feed.\17\ Conversely, if an 
order is to be Non-Attributable, the User's MPID will not be visible 
via the Exchange's Book Feed.
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    \17\ The Exchange's Book Feed is described under Rule 13.8.
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Cancel Back (Rule 11.6(b))
    Under current Exchange Rule 11.5(c)(4), a User may opt not to use 
any re-pricing \18\ instructions if display of the User's order by the 
System on the EDGX Book at its limit price would violate Regulation 
NMS, Regulation SHO, or the National Market System Plan, also known as 
Limit Up/Limit Down (``LULD''), to address extraordinary market 
volatility (the ``LULD Plan'')\19\ at the time of receipt by the 
System. In such a case, the System cancels the order back to the User. 
The Exchange proposes to add a new defined term ``Cancel Back'' to its 
rules to specifically describe this instruction. The Exchange proposes 
to define Cancel Back as an instruction the User may attach to an order 
instructing the System to cancel the order, when, if displayed by the 
System on the EDGX Book at the time of entry, or upon return to the 
System after being routed away, the order would create a violation of 
Rule 610(d) of Regulation NMS, Rule 201 of Regulation SHO, or the order 
cannot

[[Page 44523]]

otherwise be executed or posted by the System to the EDGX Book at its 
limit price upon entry. The Cancel Back instruction is not currently 
defined in the rules, but is currently available in the System. This 
proposed addition merely codifies the existing ability of a User to 
request that an order be cancelled if it would violate Regulation NMS, 
Regulation SHO, or the LULD Plan if it was displayed by the System on 
the EDGX Book at its limit price, upon entry.
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    \18\ The re-pricing instructions are proposed to be defined in 
Rule 11.6(l), and are further discussed below.
    \19\ See Appendix A to Securities Exchange Act Release No. 67091 
(May 31, 2012) 77 FR 33498 (June 6, 2012).
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Discretionary Range (Rule 11.6(d))
    The Exchange currently defines a ``Discretionary Order'' in Rule 
11.5(c)(13) as an ``[o]rder to buy or sell a stated amount of a 
security at a specified, undisplayed price (the ``discretionary 
price''), as well as at a specified, displayed price.'' \20\ The 
Exchange believes that a Member adding a non-displayed discretionary 
price to its order is characteristic of an instruction, rather than an 
order type. Therefore, the Exchange proposes to delete the word Order 
from the defined term, and rename the term ``Discretionary Range.'' In 
addition, the Exchange proposes to modify the definition of 
Discretionary Range to clarify the order types that may include a 
Discretionary Range instruction, and how the Discretionary Range of the 
order operates. Specifically, the Exchange proposes to define 
Discretionary Range as an instruction that may accompany an order to 
buy (sell) a stated amount of a security at a specified, displayed 
price with discretion to execute up (down) to a specified, non-
displayed price.\21\
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    \20\ Similar optionality is available on other exchanges. See 
Nasdaq Stock Market LLC (``Nasdaq'') Rule 4751(f)(1), and NYSE Arca, 
Inc. (``NYSE Arca'') Rule 7.31(h)(2).
    \21\ The Exchange proposes to modify the existing rule text to 
make clear that an order with a Discretionary Range maintains the 
ability to execute at its displayed price with discretion to execute 
at prices to and including a specified, non-displayed price, and not 
exclusively at those prices. The Discretionary Range may include 
prices to and more aggressive than the midpoint of the NBBO.
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    The Exchange also proposes to state that the Discretionary Range of 
an order to buy (sell) cannot be more than $0.99 higher (lower) than 
the order's displayed price and that an order with a Discretionary 
Range instruction resting on the EDGX Book will execute at its least 
aggressive price when matched for execution against an incoming order 
that also contains a Discretionary Range instruction, as permitted by 
the terms of both the incoming and resting order. The Exchange does not 
propose to add additional functionality to the operation of the 
Discretionary Range instruction or to alter the meaning of the term or 
the manner in which an order with a Discretionary Range instruction 
currently operates in the System. Finally, as part of its order type 
clarification, the Exchange proposes to relocate the term to proposed 
Rule 11.6(d).
Display Options (Rule 11.6(e))
    An order may either be displayed or non-displayed on the EDGX Book. 
Accordingly, the Exchange proposes to include definitions of 
``Displayed'' and ``Non-Displayed.'' Although the words display and 
displayed are used in various Exchange rules,\22\ these terms are not 
currently defined in the Exchange's rules. Therefore, the Exchange 
proposes to define Displayed in Rule 11.6(e) as ``an instruction the 
User may attach to an order stating that the order is to be displayed 
by the System on the EDGX Book.'' The addition of the definition is not 
intended to change the substance of how that term is used in the 
Exchange's existing rules. The Exchange is also proposing that the 
Displayed instruction is the default instruction for all orders 
eligible for display by the System on the EDGX Book.
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    \22\ See Exchange Rule 11.5(c).
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    Second, the Exchange proposes amend the definition of a Non-
Displayed Order. Current Exchange Rule 11.5(c)(8) defines a Non-
Displayed Order as:

[a] market or limit order that is not displayed on the Exchange. A 
Non-Displayed Order is ranked based on the specified limit price and 
time of order entry in accordance with Rule 11.8(a)(2) and is 
available for potential execution against incoming marketable orders 
in accordance with Rule 11.9(a)(4)(A)-(B). The System shall not 
accept a Non-Displayed Order that is priced better than midpoint of 
the NBBO.

The Exchange believes that a Member adding a Non-Displayed instruction 
to its order is characteristic of an instruction, rather than a 
standalone order type. Therefore, the Exchange proposes to delete the 
word Order from the defined term, and rename the term ``Non-
Displayed.'' In addition, the Exchange proposes to modify the 
definition of Non-Displayed in its rules and proposes to define it as 
an ``instruction the User may attach to an order stating that the order 
is not to be displayed by the System on the EDGX Book.'' \23\

    \23\ Other exchanges define Non-Displayed similarly, but as a 
``Non-Displayed Order.'' See Nasdaq Rule 4751(e)(3), and BATS 
Exchange, Inc. (``BZX'') Rule 11.9(c)(11). In addition, an order may 
include a Displayed and Non-Displayed Instruction. See proposed Rule 
11.6(m) infra.
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    The proposed definition of Non-Displayed differs from the existing 
definition of Non-Displayed Order in several ways. The Exchange does 
not propose to carry over to the definition of Non-Displayed in 
proposed Rule 11.6 the current rule text regarding the priority and 
ranking of Non-Displayed Orders given its re-categorization as an order 
instruction described above. The Exchange notes that it is also 
proposing to amend Rule 11.8 (to be renumbered as Rule 11.9) to outline 
the priority of orders and the impact of this instruction will be 
discussed therein. The Exchange also does not propose to carry over to 
the definition of Non-Displayed in proposed Rule 11.6 the current rule 
text that states the restriction that the System will not accept Non-
Displayed Orders that are priced better than the midpoint of the 
NBBO.\24\ Orders that include a Non-Displayed instruction are currently 
accepted by the System and posted to the EDGX Book regardless of 
whether the order is priced better than the midpoint of the NBBO. In 
such case, a User may include a Cancel Back instruction under proposed 
Rule 11.6(b) or an instruction for its order to be re-priced pursuant 
to proposed Rule 11.6(l)(3) described below.\25\ Therefore, the 
Exchange believes it unnecessary to include these provisions in the 
definition of Non-Displayed as they are redundant with provisions in 
other rules. Lastly, the Exchange plans to move the definition of Non-
Displayed to proposed Rule 11.6(e).
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    \24\ The Exchange notes that a similar provision was removed 
from EDGA Exchange, Inc. (``EDGA'') Rule 11.5(c)(8). See Securities 
Exchange Act Release No. 64962 (July 26, 2011), 76 FR 45896 (August 
1, 2011) (SR-EDGA-2011-21).
    \25\ See infra section entitled, ``Re-Pricing of Orders with a 
Non-Displayed Instruction''.
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Locking Price (Rule 11.6(f))
    Under current Exchange Rule 11.5(c)(4), a re-pricing instruction 
may be triggered if an order displayed at its limit price would be a 
Locking Quotation \26\ upon entry into the System. The existing rules 
do not provide a definition of the price at which an order would cause 
such a violation. Therefore, the Exchange proposes to add a new term, 
Locking Price, to its rules to specifically define this price as the 
``price of an order to buy (sell) that, if, upon entry into the System, 
or upon return to the System after being routed away, and displayed by 
the System on the EDGX Book, it would be a Locking Quotation.'' The

[[Page 44524]]

introduction of the new defined term would provide additional 
specificity to, but not change the substance of the existing rules.\27\
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    \26\ The term Locking Quotation is proposed to be defined in 
Rule 11.6(g), and is further discussed below.
    \27\ The term, ``Locking Price'' is similarly defined in the 
rules of other exchanges. See, e.g., BZX Rule 11.13(a)(1), which 
defines ``locking price'' as ``. . . prices equal to displayed 
orders on the other side of the market.''
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Locking Quotation and Crossing Quotations (Rule 11.6(c) and (g))
    Currently, Exchange Rule 11.16, Locking and Crossing Quotations in 
NMS Stocks, defines the terms ``Locking Quotation'' and ``Crossing 
Quotation.'' Specifically, Locking Quotation is defined as ``[t]he 
display of a bid for an NMS stock during regular trading hours at a 
price that equals the price of an offer for such NMS stock previously 
disseminated pursuant to an effective national market system plan, or 
the display of an offer for an NMS stock during regular trading hours 
at a price that equals the price of a bid for such NMS stock previously 
disseminated pursuant to an effective national market system plan.'' A 
Crossing Quotation is defined as ``[t]he display of a bid (offer) for 
an NMS stock during Regular Trading Hours at a price that is higher 
(lower) than the price of an offer (bid) for such NMS stock previously 
disseminated pursuant to an effective national market system plan.'' 
The Exchange does not propose any changes to these definitions, other 
than to clarify that the Locking and Crossing Quotation would be in 
violation of Rule 610(d) of Regulation NMS and to remove the term 
``Regular Trading Hours'' from each definition as the Exchange applies 
its re-pricing instructions to comply with Rule 610(d) of Regulation 
NMS (described below) outside of Regular Trading Hours. These 
definitions would also be relocated to proposed Rule 11.6.
Minimum Execution Quantity (Rule 11.6(h))
    The Exchange proposes to introduce, and provide a definition of, a 
new term--``Minimum Execution Quantity.'' Minimum Execution Quantity is 
an instruction a User may include with an order that includes a Non-
Displayed instruction requiring the System to execute the order to the 
extent that a minimum quantity can be satisfied by execution against a 
single order or multiple aggregated orders simultaneously. An order 
with a Minimum Execution Quantity instruction may be partially executed 
so long as the execution size is equal to or exceeds the quantity 
provided in the instruction. The Exchange also proposes to state that, 
unless the User elects otherwise, any shares remaining after a partial 
execution will continue to be executed by the System at a size that is 
equal to or exceeds the quantity provided with the instruction. The 
Minimum Execution Quantity instruction would no longer apply to an 
order where the number of shares remaining after a partial execution is 
less than the quantity provided in the instruction. The Minimum 
Execution Quantity instruction is not currently defined in the rules, 
but is currently available in the System.\28\
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    \28\ The minimum execution quantity instruction is available on 
other exchanges. See, e.g., Nasdaq Rule 4751(f)(5), and National 
Stock Exchange, Inc. (``NSX'') Rule 11.11(c)(2)(B).
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Minimum Price Variation (Rule 11.6(i))
    Exchange Rule 11.7, Price Variations, currently defines the term 
``Price Variation.'' Specifically, the existing definition of Price 
Variation makes clear that bids, offers, or orders in securities traded 
on the Exchange shall not be made in an increment smaller than: (i) 
$0.01 if those bids, offers, or orders are priced equal to or greater 
than $1.00 per share; or (ii) $0.0001 if those bids, offers, or orders 
are priced less than $1.00 per share; or (iii) any other increment 
established by the Commission for any security which has been granted 
an exemption from the minimum price increment requirements of Rule 
612(a) or 612(b) of Regulation NMS. The Exchange does not propose to 
amend the definition other than to remove the term, ``indications of 
interest'', as indications of interest have not existed on the Exchange 
since its withdrawal of the Exchange's Step-up order type.\29\ In 
addition, the Exchange proposes to relocate the definition from Rule 
11.7 to proposed Rule 11.6.
---------------------------------------------------------------------------

    \29\ See Securities Exchange Act Release No. 64095 (March 18, 
2011), 76 FR 16446 (March 23, 2011) (SR-EDGX-2011-06).
---------------------------------------------------------------------------

Pegged (Rule 11.6(j))
    The Exchange currently describes its price pegging functionality as 
a ``Pegged Order'' under current Rule 11.5(c)(6). The Exchange proposes 
to relocate the language describing this functionality as an 
instruction under proposed Rule 11.6. Other than as described below, 
the Exchange does not propose to substantively amend this 
functionality; the Exchange believes that a User instructing the 
Exchange to peg an order's price is characteristic of an instruction a 
User may attach to an order, rather than an order type. Specifically, 
the Exchange proposes to change the name Pegged Order to Pegged 
instruction and to define a Pegged instruction as an order instruction 
to automatically re-price an order in response to changes in the NBBO. 
The revised definition of Pegged Order as a Pegged instruction would 
continue to include the following provisions while also providing 
additional specificity as described below: (i) A User may specify that 
the order's price will peg to a price a certain amount away from the 
NBB or NBO (offset); (ii) if an order with a Pegged instruction 
displayed on the Exchange would lock the market, the price of the order 
will be automatically adjusted by the System to one Minimum Price 
Variation below the current NBO (for bids) or to one Minimum Price 
Variation above the current NBB (for offers); (iii) a new time stamp is 
created for the order each time it is automatically adjusted; and (iv) 
orders with a Pegged instruction are not eligible for routing pursuant 
to Rule 11.11. For purposes of the Pegged instruction, the rule would 
also state that the System's calculation of the NBBO does not take into 
account any orders with Pegged instructions that are resting on the 
EDGX Book. The rule would also state that an order with a Pegged 
instruction would be cancelled if an NBB or NBO, as applicable, is no 
longer available.
    In addition, the Exchange proposes to further describe the options 
available when using a Pegged instruction by introducing two new 
terms--Primary Peg and Market Peg.\30\ Specifically, proposed Rule 11.6 
would state that a Pegged instruction may be a Market Peg or Primary 
Peg. An order that includes a Primary Peg instruction will have its 
price pegged by the System to the NBB, for a buy order, or the NBO for 
a sell order. A User may, but is not required to, select an offset 
equal to or greater than one Minimum Price Variation \31\ above or 
below the NBB or NBO that the order is pegged to. An order with a 
Primary Peg instruction would be eligible to join the Exchange's Best 
Bid or Offer (``Exchange BBO'') when the EDGX Book has been locked or 
crossed by another market. If an order with a Primary Peg instruction 
would create a Locking Quotation or Crossing Quotation, the price of 
the order would be automatically adjusted by the System to one Minimum 
Price Variation (discussed below) below the current NBO (for bids) or 
to one Minimum Price

[[Page 44525]]

Variation above the current NBB (for offers).
---------------------------------------------------------------------------

    \30\ The Primary Peg and Market Peg order instructions are 
available on other exchanges. See, e.g., New York Stock Exchange LLC 
(``NYSE'') Rule 13 (defining Pegging Interest), and Nasdaq 
4751(f)(4).
    \31\ The term Minimum Price Variation is proposed to be defined 
in Rule 11.6(i), and is further discussed below.
---------------------------------------------------------------------------

    An order that includes a Market Peg instruction will have its price 
pegged by the System to the NBB, for a sell order, or the NBO, for a 
buy order. Historically, the System permitted Users to include an 
offset amount of zero with a Market Peg instruction. The Exchange now 
proposes to require that an order with a Market Peg instruction that is 
to be displayed by the System on the EDGX Book include an offset equal 
to or greater than one Minimum Price Variation. For an order that is to 
be displayed by the System on the EDGX Book, the order will be required 
to have an offset for an order to buy (sell) that is equal to or 
greater than one Minimum Price Variation below (above) the NBO (NBB) 
that the order is pegged to. If a User does not select an offset, the 
System will automatically include an offset on an order to buy (sell) 
that is equal to one Minimum Price Variation below (above) the NBO 
(NBB) that the order is pegged to. Requiring an offset is necessary to 
prohibit an order with a Market Peg instruction from becoming a Locking 
Quotation. For an order with a Non-Displayed instruction, a User may, 
but is not required to, select an offset for an order to buy (sell) 
that is equal to or greater than one Minimum Price Variation below 
(above) the NBO (NBB) that the order is pegged to.
    The Exchange also proposes to further describe how an order with a 
Pegged and Non-Displayed instruction is handled by the System when its 
offset causes it to be priced more aggressive than the midpoint of the 
NBBO. In such case, the order will be ranked at the midpoint of the 
NBBO pursuant to the re-pricing instruction under Rule 11.6(l)(3), 
described below, with discretion to execute to the price established by 
the offset, or the NBB (NBO) where the offset for an order to sell 
(buy) is equal to or more aggressive than the NBB (NBO).
Operation of Limit Orders With a Pegged Instruction
    The following examples illustrate the operation of Limit Orders 
with a Pegged instruction.

    Example No. 1.  Buy Limit Order with a Primary Peg instruction 
and Offset
    Assume the NBBO is $10.00 by $10.06. A Limit Order is entered 
into the System to buy 500 shares, with a Primary Peg instruction 
and offset of +$0.02. The order will be pegged to the NBB and 
initially displayed by the System on the EDGX Book at $10.02.
    Example No. 2.  Sell Limit Order with a Primary Peg instruction 
and Offset
    Assume the NBBO is $10.00 by $10.06. A Limit Order is entered 
into the System to sell 500 shares, with a Primary Peg instruction 
and offset of -$0.02. The order will be pegged to the NBO and 
initially displayed by the System on the EDGX Book at $10.04.
    Example No. 3.  Buy Limit Order with a Market Peg instruction 
and Offset
    Assume the NBBO is $10.00 by $10.10. A Limit Order is entered 
into the System to buy 500 shares with a Market Peg instruction and 
offset of -$0.01. The order will be pegged to the NBO and initially 
displayed by the System on the EDGX Book at $10.09.
    Example No. 4.  Sell Limit Order with a Market Peg instruction 
and Offset
    Assume the NBBO is $10.00 by $10.10. A Limit Order is entered to 
sell 500 shares with a Market Peg instruction and offset of +$0.01, 
and a second Limit Order is entered to sell 800 shares with a Market 
Peg instruction and offset of +$0.03. The orders will be pegged to 
the NBB and initially displayed by the System on the EDGX Book at 
$10.01 and $10.03, respectively. If the NBBO then changes to $10.02 
by $10.10, the orders will be re-priced and displayed at $10.03 and 
$10.05, respectively.
    Example No. 5.  Buy Limit Order with a Non-Displayed and Market 
Peg instruction and Offset
    Assume the NBBO is $10.00 by $10.05, resulting in a midpoint of 
the NBBO of $10.025. A Limit Order is entered into the System to buy 
500 shares with a Non-Displayed and Market Peg instruction and 
offset of -$0.02. Because the order's offset causes it to be priced 
more aggressively than the midpoint of the NBBO, it will be ranked 
at $10.025, the midpoint of the NBBO, with discretion to execute to 
$10.03, the price established by the offset.\32\
---------------------------------------------------------------------------

    \32\ In such cases, the order will be given a new time stamp 
each time it is re-priced by the System in response to changes in 
the midpoint of the NBBO.
---------------------------------------------------------------------------

Permitted Price (Rule 11.6(k))
    The Exchange currently defines the term ``Permitted Price'' in 
Exchange Rule 11.5(c)(4)(B), which states that a short sale order that 
is subject to the Exchange's short sale price sliding process will ``be 
re-priced to display at one Minimum Price Variation above the current 
NBB.'' The Exchange does not propose to amend the definition other than 
to delete it from Rule 11.5(c)(4)(B) and add relocate it under proposed 
Rule 11.6.
Re-Pricing (Rule 11.6(l))
    The Exchange currently offers various re-pricing instructions 
which, in all cases, result in the ranking and/or display of an order 
at a price other than the order's limit price in order to comply with 
applicable securities laws and Exchange Rules. Specifically, the 
Exchange's re-pricing instructions that are designed to permit Users to 
comply with: (i) Rule 610(d) of Regulation NMS; or (ii) Rule 201 of 
Regulation SHO are currently described under Exchange Rules 11.5(c)(4) 
as the ``displayed price sliding process'' \33\ and ``short sale price 
sliding process.'' \34\ The Exchange proposes to delete Rule 11.5(c)(4) 
in its entirety and replace it with proposed Rule 11.6(l), which will 
describe in more detail and provide additional specificity regarding 
the re-pricing instructions currently available to Users by introducing 
and defining four new terms with regard to Regulation NMS compliance--
Price Adjust, Hide Not Slide, Single Re-Price, and Routed and Returned 
Re-Pricing, and three new terms with regard to Regulation SHO 
compliance--Short Sale Price Adjust, Short Sale Price Sliding, and 
Short Sale Single Re-Price.\35\ The Exchange also proposes to describe 
in its rules the re-

[[Page 44526]]

pricing instruction for orders that are not displayed by the System on 
the EDGX Book. By providing additional specificity in proposed Rule 
11.6(l) regarding the available re-pricing instructions, the Exchange 
believes the proposed rules will aid the understanding of Members, 
Users, and the investing public with respect to the operation of the 
System and the manner in which orders subject to re-pricing are handled 
and displayed by the System on the EDGX Book.
---------------------------------------------------------------------------

    \33\ The ``displayed price sliding process'' is currently 
described under Rule 11.5(c)(4)(A) as follows:
    An EDGX Only Order that, at the time of entry, would cross a 
Protected Quotation will be re-priced to the locking price and 
ranked at such price in the EDGX Book. An EDGX Only Order that, if 
at the time of entry, would create a violation of Rule 610(d) of 
Regulation NMS by locking or crossing a Protected Quotation will be 
displayed by the System at one minimum price variation (``MPV'') 
below the current NBO (for bids) or to one MPV above the current NBB 
(for offers) (collectively, the ``displayed price sliding 
process''). In the event the NBBO changes such that the EDGX Only 
Order at the original locking price would not lock or cross a 
Protected Quotation, the order will receive a new timestamp, and 
will be displayed at the original locking price.
    \34\ The ``short sale price sliding process'' is currently 
described under Rule 11.5(c)(4)(B)--(C) as follows:
    An EDGX Only Order that, at the time of entry, could not be 
executed or displayed pursuant to Rule 201 of Regulation SHO will be 
re-priced by the System to prevent execution or display at or below 
the current NBB (such entire process called the ``short sale price 
sliding process''). Any EDGX Only order subject to such re-pricing 
by the System will be re-priced to display at one MPV above the 
current NBB (``Permitted Price''). Following the initial adjustment 
provided for in this paragraph (B), the EDGX Only Order will, to 
reflect declines in the NBB, continue to be re-priced at the lowest 
Permitted Price down to the order's original limit price, or if a 
market order, until the order is filled. The order will receive a 
new timestamp each time it is re-priced. Alternatively, following 
the initial adjustment provided for in paragraph (B), the EDGX Only 
Order may, in accordance with the User's instructions, provided that 
in all cases the display or execution of such lower prices does not 
violate Rule 201 of Regulation SHO: (i) Be re-priced one additional 
time to a price that is above the current NBB but equal to the NBB 
at the time the EDGX Only Order was received and receive a new 
timestamp; or (ii) not be adjusted further. In the event the NBB 
changes such that the price of a Non-Displayed Order subject to 
short sale price sliding would lock or cross the NBB, the Non-
Displayed Order will receive a new timestamp, and will be re-priced 
by the System to a Permitted Price. EDGX Only Orders marked ``short 
exempt'' shall not be subject to the short sale price sliding 
process.
    \35\ Other exchanges utilize similar re-pricing processes. See, 
e.g., Chicago Stock Exchange, Inc. (``CHX'') Art. I, Rule 
2(b)(1)(C), BZX Rules 11.9(c)(4), (6) and 11.9(g)(2), BATS-Y 
Exchange, Inc. (``BYX'') Rules 11.9(c)(4), (6) and 11.9(g)(2), and 
Nasdaq's ``Re-pricing of Orders during Short Sale Period'' described 
in Nasdaq Rule 4763(e).
---------------------------------------------------------------------------

    The Exchange describes each of these new terms in more detail below 
and provides specific examples as to how each process operates.
Re-Pricing Instructions To Comply With Rule 610(d) of Regulation NMS
    Proposed Rule 11.6(l)(1) sets forth the following re-pricing 
instructions to comply with Rule 610(d) of Regulation NMS: (i) Price 
Adjust; (ii) Hide Not Slide; (iii) Single Re-Price; and (iv) and Routed 
and Returned Re-Pricing. As discussed in more detail under the 
description of proposed Rule 11.8, the Exchange notes a Limit Order 
that, if displayed by the System on the EDGX Book at its limit price 
upon entry would be a Locking Quotation or Crossing Quotation, will be 
automatically defaulted by the System to the Price Adjust instruction, 
unless the User affirmatively elects: (i) The Cancel Back instruction; 
(ii) the Hide Not Slide instruction; or (iii) the Single Re-Price 
instruction.
Price Adjust (Rule 11.6(l)(1)(A))
    Under the Price Adjust instruction, where a buy (sell) order would 
be a Locking Quotation or Crossing Quotation if displayed by the System 
on the EDGX Book at the time of entry, the order will be displayed and 
ranked \36\ at a price that is one Minimum Price Variation lower 
(higher) than the Locking Price.\37\ The order will be displayed and 
ranked by the System on the EDGX Book at the Locking Price if: (i) The 
NBBO changes such that the order, if displayed at the Locking Price, 
would not be a Locking Quotation or Crossing Quotation, including where 
an ISO with a TIF instruction of Day is entered into the System and 
displayed on the EDGX Book on the same side of the market as the order 
at a price that is equal to or more aggressive than the Locking 
Price.\38\ The order would not be subject to further re-ranking and 
will be displayed by the System on the EDGX Book at the Locking Price 
until executed or cancelled by the User. The order will receive a new 
time stamp at the time an order is re-ranked. Pursuant to proposed 
renumbered Rule 11.9, all orders that are re-ranked and re-displayed 
pursuant to the Price Adjust instruction will retain their priority as 
compared to each other based upon the time such orders were initially 
received by the System.
---------------------------------------------------------------------------

    \36\ For purposes of the description of the re-pricing 
instructions under proposed Rule 11.6(l), the terms ``ranked'' and 
``priced'' are synonymous and used interchangeably.
    \37\ The Exchange notes that other exchanges offer similar 
functionality. See Nasdaq Rule 4751(f)(7) (Price to Comply Order), 
BZX Rule 11.9(g)(1) (Display-Price Sliding), BYX 11.9(g)(1) 
(Display-Price Sliding), and CHX Rule Art. I, Rule 2(b)(1)(C)(i) 
(NMS Price Sliding).
    \38\ See Division of Trading and Markets: Response to Frequently 
Asked Questions Concerning Rule 611 and Rule 610 of Regulation NMS, 
Question 5.02, available at http://www.sec.gov/divisions/marketreg/nmsfaq610-11.htm (last visited March 6, 2014).
---------------------------------------------------------------------------

Operation of Orders With a Price Adjust Instruction
    The following examples \39\ illustrate the operation of the Price 
Adjust instruction.
---------------------------------------------------------------------------

    \39\ Unless otherwise noted, the examples included under the 
description of the re-pricing instructions in this section assume 
that there is no Top of Book interest on the EDGX Book. Exchange 
Rule 1.5(dd) defines ``Top of Book'' as ``the best-ranked order to 
buy (or sell) in the EDGX Book as ranked pursuant to Rule 11.8.'' 
The Exchange notes that Exchange Rule 11.8 is being renumbered as 
Exchange Rule 11.9. The definition of ``Top of Book'' under Exchange 
Rule 1.5(dd) is proposed to be amended by this filing to reflect the 
updated rule number.

    Example No. 1.  A Limit Order to Buy Executes at Displayed Price
    Assume the NBBO is $10.00 by $10.10. If a non-routable Limit 
Order to buy 100 shares at $10.11 with a Price Adjust instruction is 
to be displayed by the System on the EDGX Book, such order will be 
displayed and ranked at $10.09. If a Limit Order to sell 100 shares 
at $10.09 or less is entered into the System, such order would 
execute against the resting Limit Order to buy at $10.09.
    Example No. 2.  The Displayed Price of a Limit Order to Buy 
moves up one minimum Price Variation
    Assume the NBBO is $10.00 by $10.10. If a non-routable Limit 
Order with a Price Adjust instruction to buy 100 shares at $10.11 is 
to be displayed by the System on the EDGX Book, such order will be 
displayed and ranked at $10.09. If the NBO subsequently moves to 
$10.11, the order will be displayed and ranked at $10.10 and given a 
new time stamp. If the NBO moves to $10.12, the order will remain 
ranked and displayed at $10.10, the Locking Price.
Hide Not Slide (Rule 11.6(l)(1)(B))
    If the User elects the Hide Not Slide instruction, where a buy 
(sell) order would be a Locking Quotation or Crossing Quotation if 
displayed by the System on the EDGX Book at the time of entry, the 
order will be displayed at a price that is one Minimum Price Variation 
lower (higher) than the Locking Price, will be ranked at the midpoint 
of the NBBO with discretion to execute at the Locking Price; provided, 
however, that if a contra-side order that equals the Locking Price is 
displayed by the System on the EDGX Book, the order will be ranked at 
the midpoint of the NBBO but its discretion to execute at the Locking 
Price will be suspended unless and until there is no contra-side 
displayed order on the EDGX Book that equals the Locking Price. Where 
the NBBO changes such that the order, if displayed by the System on the 
EDGX Book at the Locking Price would not be a Locking Quotation or 
Crossing Quotation, the System will rank and display such orders at the 
Locking Price. The order will not be subject to further re-ranking and 
will be displayed by the System on the EDGX Book at the Locking Price 
until executed or cancelled by the User. The order will receive a new 
time stamp when it is ranked at the Locking Price. All orders that are 
re-ranked and re-displayed by the System on the EDGX Book pursuant to 
the Hide Not Slide instruction will retain their priority as compared 
to each other based upon the time such orders were initially received 
by the System.\40\
---------------------------------------------------------------------------

    \40\ Orders that are re-ranked and re-displayed pursuant to the 
Hide Not Slide instruction maintain the same priority as orders that 
are re-ranked and re-displayed pursuant to the Routed and Returned 
Re-Pricing instruction at the same price. See proposed Exchange 
Rules 11.9(a)(2)(B)(i) and (C)(ii).
---------------------------------------------------------------------------

Operation of Orders With a Hide Not Slide Instruction
    The following examples illustrate the operation of the Hide Not 
Slide instruction:
    Example No. 1.  Assume the NBBO is $10.00 by $10.10. A non-
routable Limit Order with a Hide Not Slide instruction to buy 100 
shares at $10.11 is entered into the System. Such order will be 
displayed by the System on the EDGX Book at $10.09 with discretion 
to execute up to $10.10, and be ranked by the System at the new 
midpoint of the NBBO of $10.095. The NBBO will update to $10.09 by 
$10.10 and the midpoint of the NBBO will be $10.095. If a Limit 
Order to sell 100 shares at $10.09 or more is entered into the 
System, such order would execute against the Limit Order at $10.095.
    If a Limit Order to sell 100 shares is entered at $10.10 and 
there are no displayed orders to sell in the System at $10.10, such 
order will execute against the Limit Order to buy at $10.10.
    Example No. 2.  Cancellation and Reinstatement of Discretionary 
Range
    Assume the NBBO is $10.00 by $10.10. A Limit Order with a Hide 
Not Slide instruction to buy 100 shares at $10.10 is entered into 
the System. The order will be displayed on the EDGX Book at $10.09 
with discretion to execute at $10.10, and be ranked by the System at 
the new NBBO midpoint of $10.095. If a Limit Order with a

[[Page 44527]]

Post Only instruction to sell 100 shares at $10.10 is entered into 
the System, the buy order with the Hide Not Slide instruction will 
have its discretion to execute at $10.10 suspended. If the sell 
order with a Post Only instruction of 100 shares at $10.10 is then 
canceled, the buy order with a Hide Not Slide instruction with have 
its discretion to $10.10 reinstated.
    Example No. 3.  The Displayed Price of a Limit Order to Buy 
Moves up One Minimum Price Variation
    Assume the NBBO is $10.00 by $10.10. A non-routable Limit Order 
with a Hide Not Slide instruction to buy 100 shares at $10.11 is 
entered into the System. Such order will be displayed by the System 
on the EDGX Book at $10.09 with discretion to execute up to $10.10, 
the Locking Price, and will be ranked at the new midpoint of the 
NBBO of $10.095. The NBBO will update to $10.09 by $10.10 and the 
midpoint of the NBBO will be $10.095. If the NBO moves to $10.11, 
the Limit Order to buy will be ranked and displayed at $10.10, the 
Locking Price. If the NBBO then moves to $10.10 by $10.12, the Limit 
Order to buy will remain ranked and displayed at $10.10, the Locking 
Price.
    Example No. 4.  Resting Sell Order Prevents Displayed Limit 
Order with a Post Only Instruction to Buy from Executing at Locking 
Price
    Assume the NBBO is $10.00 by $10.10. Also, assume there is a 
Limit Order with a Displayed instruction to sell 100 shares at 
$10.10 on the EDGX Book. A Limit Order with a Displayed, Post Only, 
and Hide Not Slide instruction to buy 100 shares at $10.11 is 
entered into the System. The Limit Order with the Displayed, Post 
Only, and Hide Not Slide instructions will be ranked at $10.095 and 
displayed by the System on the EDGX Book at $10.09. While the order 
would have discretion to trade up at the Locking Price of $10.10, 
that discretion is suspended and the order will not be able to 
execute at the Locking Price of $10.10 because: (i) There is a 
displayed sell order at that price on the EDGX Book; and (ii) the 
Limit Order with a Post Only instruction prohibits execution at its 
time of entry. If a Limit Order to sell 100 shares at $10.10 is 
entered into the System, such order will not execute against the 
Limit Order with both the Post Only and Hide Not Slide instructions 
to buy at $10.10 because the resting displayed Limit Order to sell 
100 shares at $10.10 has time priority. Assuming no changes to the 
above conditions, if a Limit Order to sell 100 shares at $10.09 is 
entered into the System, it would execute against the Limit Order 
with a Post Only and Hide Not Slide instruction to buy at $10.095.
Routed and Returned Re-Pricing (Rule 11.6(l)(1)(B)(i))
    The portion of a Limit Order that is returned to the System after 
being routed away in accordance with Rule 11.9(b) (proposed to be 
renumbered as Rule 11.11), that, if displayed by the System on the EDGX 
Book at its limit price at the time of entry in the System, would be a 
Locking Quotation or Crossing Quotation, will be automatically 
defaulted by the System to the Routed and Returned Re-Pricing 
instruction, unless the User affirmatively elects the Cancel Back 
instruction, Price Adjust instruction, Hide Not Slide instruction, or 
the Single Re-Price instruction.
    Under the Routed and Returned Re-Pricing instruction, a Limit Order 
that is returned to the EDGX Book after being routed to an away Trading 
Center with a limit price that would cause the order to be a Locking 
Quotation or Crossing Quotation will be displayed by the System on the 
EDGX Book at a price that is one Minimum Price Variation lower (higher) 
than the Locking Price for orders to buy (sell), will be ranked at the 
midpoint of the NBBO with discretion to execute at the Locking Price; 
provided, however, that if a contra-side order with a Post Only 
instruction that equals the Locking Price is displayed by the System on 
the EDGX Book, the order will be ranked at the midpoint of the NBBO but 
its discretion to execute at the Locking Price will be suspended unless 
and until there is no contra-side order displayed by the System on the 
EDGX Book that equals the Locking Price. Each time the NBBO is updated, 
a buy (sell) order subject to the Routed and Returned Re-Pricing 
instruction will be further adjusted so that it continues to be 
displayed by the System on the EDGX Book at one Minimum Price Variation 
below (above) the NBO (NBB) and will be ranked at the updated midpoint 
of the NBBO with discretion to execute at the Locking Price until the 
price of such order reaches its limit price, at which point it will 
remain displayed by the System on the EDGX Book at that price and cease 
to be further adjusted pursuant to the Routed and Returned Re-Pricing 
instruction. The order will receive a new time stamp when it is 
returned to the EDGX Book and each time it is subsequently re-ranked. 
Pursuant to Rule 11.9, all orders that are re-ranked and re-displayed 
pursuant to the Routed and Returned Re-Pricing instruction will retain 
their priority as compared to each other at the same price based upon 
the time such orders were initially received by the System or upon 
return to the System after being routed away.\41\
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    \41\ Orders that are re-ranked and re-displayed pursuant to the 
Routed and Returned Re-Pricing instruction maintain the same 
priority as orders that are re-ranked and re-displayed pursuant to 
the Hide Not Slide instruction at the same price. See proposed 
Exchange Rules 11.9(a)(2)(B)(i) and (C)(ii).
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Operation of Orders With a Routed and Returned Re-Pricing Instruction
    The following examples illustrate the operation of the Routed and 
Returned Re-Pricing instruction:
    Assume the NBBO is $10.00 by $10.10. Also, assume there are no sell 
orders resting on the EDGX Book. A Limit Order to buy 100 shares at 
$10.11 is returned to the EDGX Book after being routed to an away 
Trading Center. If displayed by the System on the EDGX Book, the 
returned Limit Order would be a Crossing Quotation. The order would 
default to the Routed and Returned Re-Pricing instruction unless the 
User affirmatively elects the Cancel Back instruction, the Price Adjust 
instruction, the Hide Not Slide instruction, or the Single Re-Price 
instruction. The Limit Order subject to the Routed and Returned Re-
Pricing instruction will be ranked at $10.095, with discretion to 
execute up to $10.10, and displayed by the System on the EDGX Book at 
$10.09 with a new time stamp. If the NBO moves to $10.11, the Limit 
Order subject to the Routed and Returned Re-Pricing instruction will be 
re-priced and ranked at the new midpoint of the NBBO at $10.105 with 
discretion to execute up to $10.11, and displayed by the System on the 
EDGX Book at $10.10 with a new time stamp. If the NBO then moves to 
$10.12, the Limit Order subject to the Routed and Returned Re-Pricing 
instruction will now be ranked and displayed by the System on the EDGX 
Book at $10.11, its limit price. Then, a new order with both a Hide Not 
Slide and Post Only instruction is entered to buy 300 shares at 10.11. 
The order with the Hide Not Slide instruction will also be ranked at 
$10.105, with discretion to execute up to $10.11, and displayed by the 
System on the EDGX Book at $10.10. If the NBO moves to $10.12, the 
Limit Order subject to the Routed and Returned Re-Pricing instruction 
and the order with the Hide Not Slide instruction will both be re-
priced, ranked, and displayed at $10.11. The Routed and Returned 
instruction and the Hide Not Slide instruction receive the same 
priority treatment, so the order with the Routed and Returned 
instruction maintains time priority over the order with the Hide Not 
Slide instruction, since the order with the Routed and Returned 
instruction was placed on the EDGX Book first.
Single Re-Price (Rule 11.6(l)(1)(C))
    If the User selects the Single Re-Price instruction, where an order 
would be a Locking Quotation or Crossing Quotation if displayed by the 
System on the EDGX Book at the time of entry, the order will be 
displayed and ranked at a price that is one Minimum Price Variation 
lower (higher) than the Locking Price for orders to buy (sell)

[[Page 44528]]

and will not be subject to any further adjustment by the System.\42\
---------------------------------------------------------------------------

    \42\ The Exchange notes that other exchanges offer similar 
functionality. See Nasdaq Rule 4751(f)(8) (Price to Comply Post 
Order), BZX Rule 11.9(g)(1) (Display-Price Sliding), BYX 11.9(g)(1) 
(Display-Price Sliding), and CHX Rule Art. I, Rule 2(b)(1)(C)(i) 
(NMS Price Sliding).
---------------------------------------------------------------------------

Operation of Orders With a Single Re-Price Instruction
    The following examples illustrate the operation of the Single Re-
Price instruction:

    Example No.1:  Limit Order to Buy that is Subject to the Single 
Re-Price Instruction Executes at Displayed Price
    Assume the NBBO is $10.00 by $10.10. If a non-routable Limit 
Order with a Single Re-Price instruction to buy 100 shares at $10.11 
is entered into the System, such order will be ranked and displayed 
by the System on the EDGX Book at $10.09 and will not be further 
adjustments by the System. If a Limit Order to sell 100 at $10.09 is 
entered into the System, such order would execute against the Limit 
Order to buy at $10.09.
    Example No. 2.  The Displayed Price of a Limit Order to Buy that 
is Subject to the Single Re-Price Instruction
    Assume the NBBO is $10.00 by $10.10. If a non-routable Limit 
Order with a Single Re-Price instruction to buy 100 shares at $10.11 
is entered into the System, such order will be ranked and displayed 
by the System on the EDGX Book at $10.09. If the NBBO moves to 
$10.09 by $10.11, the Limit Order subject to the Single Re-Price 
instruction will not be further adjusted and will remain ranked and 
displayed by the System on the EDGX Book at $10.09.
Re-Pricing Instructions To Comply With Rule 201 of Regulation SHO
    Proposed Exchange Rule 11.6(l)(2) sets forth the following re-
pricing instructions for an order with a Short Sale instruction to 
comply with Rule 201 of Regulation SHO: (i) Short Sale Price Adjust; 
(ii) Short Sale Price Sliding; and (iii) Short Sale Single Re-Price. 
The Exchange notes that a Limit Order to sell with a Short Sale 
instruction that cannot be displayed by the System on the EDGX Book or 
executed at its limit price at the time of entry into the System 
because a short sale price restriction is in effect pursuant to Rule 
201 of Regulation SHO (``Short Sale Circuit Breaker''),\43\ will be 
automatically defaulted by the System to the Short Sale Price Adjust 
instruction, unless the User affirmatively elects: (i) The Cancel Back 
instruction; (ii) the Short Sale Price Sliding instruction; or (iii) 
the Short Sale Single Re-Price instruction. Like current Rule 
11.5(c)(4)(E), orders to sell with both a Short Sale and a Short Exempt 
instruction are not eligible for any of the re-pricing instructions to 
comply with Rule 201 of Regulation SHO and will execute, display and/or 
route without regard to whether the order is at a Permitted Price above 
the NBB or whether a Short Sale Circuit Breaker in effect. In addition, 
when a Short Sale Circuit Breaker is in effect, the re-pricing 
instructions to comply with Rule 610(d) of Regulation NMS will be 
ignored with regard to a sell order that contains a Short Sale 
instruction. In such case, the below re-pricing instructions to comply 
with Rule 201 of Regulation SHO will apply.
---------------------------------------------------------------------------

    \43\ 17 CFR 242.200(g); 17 CFR 242.201. On February 26, 2010, 
the Commission adopted amendments to Regulation SHO under the Act in 
the form of Rule 201, pursuant to which, among other things, short 
sale orders in covered securities generally cannot be executed or 
displayed by a trading center, such as EDGX, at a price that is at 
or below the current NBB when a Short Sale Circuit Breaker is in 
effect for the covered security. See Securities Exchange Act Release 
No. 61595 (February 26, 2010), 75 FR 11232 (March 10, 2010). In 
connection with the adoption of Rule 201, Rule 200(g) of Regulation 
SHO was also amended to include a ``short exempt'' marking 
requirement. See also Securities Exchange Act Release No. 63247 
(November 4, 2010), 75 FR 68702 (November 9, 2010) (extending the 
compliance date for Rules 201 and 200(g) to February 28, 2011). See 
also Division of Trading & Markets: Responses to Frequently Asked 
Questions Concerning Rule 201 of Regulation SHO, www.sec.gov/divisions/marketreg/rule201faq.htm.
---------------------------------------------------------------------------

Short Sale Price Adjust (Rule 11.6(l)(2)(A))
    Under the Short Sale Price Adjust instruction, the System will 
cause an order to sell with a Short Sale instruction to be ranked and 
displayed by the System on the EDGX Book at the Permitted Price.\44\ 
Following the initial ranking, the order to sell with a Short Sale 
instruction will, to the extent the NBB declines, continue to be re-
ranked and displayed by the System on the EDGX Book at the Permitted 
Price down to the order's limit price. The order to sell with a Short 
Sale instruction will receive a new time stamp each time it is re-
ranked. All orders to sell with Short Sale instructions that are re-
ranked and re-displayed by the System on the EDGX Book pursuant to the 
Short Sale Price Adjust instruction will retain their priority as 
compared to each other based upon the time such orders were initially 
received by the System.
---------------------------------------------------------------------------

    \44\ The Exchange notes that other exchanges offer similar 
functionality. See Nasdaq Rule 4763(e) (Re-Pricing of Orders During 
Short Sale Period), BZX Rule 11.9(g)(2) (Short Sale Price Sliding), 
BYX 11.9(g)(2) (Short Sale Price Sliding), and CHX Rule Art. I, Rule 
2(b)(1)(C)(ii) (Short Sale Price Sliding).
---------------------------------------------------------------------------

Operation of Orders With a Short Sale Price Adjust Instruction
    The below example illustrates the Short Sale Price Adjust 
instruction.
    Assume the NBBO is $10.00 by $10.10 and the Short Sale Circuit 
Breaker is in effect for the relevant security. If a Limit Order \45\ 
to sell 200 shares at $9.95 is entered into the System with a Short 
Sale instruction and is subject to the Short Sale Price Adjust 
instruction, such order will be ranked and displayed at $10.01. If a 
Limit Order to buy 100 shares at $10.01 is entered into the System, 
such order would execute at $10.01 against the Limit Order to sell with 
the Short Sale and Short Sale Price Adjust instructions.
---------------------------------------------------------------------------

    \45\ Assume for purposes of this example that a Limit Order 
contains either a Post Only or Book Only instruction.
---------------------------------------------------------------------------

    If the NBBO then moves to $9.99 by $10.01, the Limit Order to sell 
with the Short Sale and Short Sale Price Adjust instructions will be 
ranked and displayed by the System on the EDGX Book at $10.00. If the 
NBBO moves to $9.96 by $10.00, the order will be re-ranked and 
displayed by the System on the EDGX Book at $9.97. If the NBBO moves to 
$9.93 by $9.97, the order will be re-ranked and displayed by the System 
on the EDGX Book at $9.95, and will not be re-ranked further because 
the order reached its limit price.
Short Sale Price Sliding (Rule 11.6(l)(2)(B))
    If the User selects the Short Sale Price Sliding instruction, the 
System will cause a Limit Order to sell with a Short Sale instruction 
to be displayed by the System on the EDGX Book at the Permitted Price 
and be ranked at the midpoint of the NBBO. Following the initial 
ranking, the order will, to the extent the NBB declines, be re-ranked 
and displayed by the System on the EDGX Book one additional time at a 
price that is equal to the NBB at the time the order was received by 
the System and will receive a new time stamp. All orders to sell with 
Short Sale instructions that are re-ranked and re-displayed by the 
System on the EDGX Book pursuant to the Short Sale Price Sliding 
instruction will retain their priority as compared to each other based 
upon the time the orders were initially received by the System.
Operation of Orders With a Short Sale Price Sliding Instruction
    The below example illustrates the Short Sale Price Sliding 
instruction.
    Assume the NBBO is $10.00 by $10.10 and a Short Sale Circuit 
Breaker is in effect for the security. A User enters a sell order into 
the System with a Short Sale instruction for 200 shares at $9.95 and 
elects the Short Sale Price Sliding instruction. The order will be 
ranked at $10.005 and displayed by the System on the EDGX Book at 
$10.01.

[[Page 44529]]

    In the above example, if the NBBO then moves to $9.99 by $10.01, 
the order will be re-ranked and displayed by the System on the EDGX 
Book at $10.00. If the NBBO moves to $9.98 by $10.00, the order will 
remain displayed at $10.00 and not be subject to further re-ranking 
because the price of the order reached the bid at which it could not 
execute when it first arrived in the System because a Short Sale 
Circuit Breaker was in effect.
Short Sale Single Re-Price (Rule 11.6(l)(2)(C))
    If the User elects the Short Sale Single Re-Price instruction, the 
System will cause a Limit Order to sell with a Short Sale instruction 
that is entered into the System to be ranked and displayed by the 
System on the EDGX Book at the Permitted Price.\46\ Following the 
initial ranking provided for in this rule, the order will not be 
adjusted further to reflect a decline in the NBB.
---------------------------------------------------------------------------

    \46\ The Exchange notes that other exchanges offer similar 
functionality. See Nasdaq Rule 4763(e) (Re-Pricing of Orders During 
Short Sale Period), BZX Rule 11.9(g)(2) (Short Sale Price Sliding), 
BYX 11.9(g)(2) (Short Sale Price Sliding), and CHX Rule Art. I, Rule 
2(b)(1)(C)(ii) (Short Sale Price Sliding).
---------------------------------------------------------------------------

Operation of Orders With a Short Sale Single Re-Price Instruction
    The below example illustrates the Short Sale Single Re-Price 
instruction.
    Assume the NBBO is $10.00 by $10.10 and a Short Sale Circuit 
Breaker is in effect for the security. A User enters an order into the 
System to sell 200 shares at $9.95 with a Short Sale instruction and 
the Short Sale Single Re-Price instruction. Such order will be ranked 
and displayed by the System on the EDGX Book at $10.01. If a Limit 
Order buy 100 at $10.01 is entered into the System, such order would 
execute at $10.01 against the sell order with the Short Sale 
instruction and Single Re-Price instruction.
    In the above example, if the NBBO then moves to $9.99 by $10.01, 
the order to sell with the Short Sale instruction and the Single Re-
Price instruction will not re-priced and will remain Displayed at 
$10.01.
Re-Pricing of Orders With a Non-Displayed Instruction (Rule 11.6(l)(3))
    Proposed Rule 11.6(l)(3) states that an order entered into the 
System that includes a Non-Displayed instruction and is priced better 
than the midpoint of the NBBO, will be ranked at the midpoint of the 
NBBO with discretion to execute to its limit price. Ranking the order 
at the midpoint of the NBBO enables the System to avoid an internal 
cross on the EDGX Book due to the existence of Mid-Point Match Orders, 
which reside on the EDGX Book at the midpoint of the NBBO. The price of 
the order will be automatically adjusted by the System in response to 
changes in the NBBO to be re-ranked at the midpoint of the NBBO until 
it reaches its limit price. A User may affirmatively elect that a buy 
(sell) order with a Non-Displayed instruction Cancel Back when the 
order's limit price is greater (less) than the NBO (NBB). A new time 
stamp is created for the order each time the order is re-ranked due to 
a change to the midpoint of the NBBO. Pursuant to Rule 11.9, all orders 
with a Non-Displayed instruction that are re-ranked at the midpoint of 
the NBBO will retain their priority as compared to each other based 
upon the time such orders were ranked at the midpoint of the NBBO.
Operation of Orders With a Non-Displayed Instruction
    The below examples demonstrate how an order with a Non-Displayed 
instruction may be ranked at the midpoint of the NBBO.

    Example No. 1.  Assume the NBBO is $24.00 x $25.00. If an 
incoming order with a Non-Displayed instruction is entered into the 
System to buy at $25.00, it will be ranked by the System at $24.50 
with discretion to $25.00, its limit price.
    Example No. 2.  Assume the NBBO is $20.00 by $25.00. If an 
incoming order with a Non-Displayed instruction is entered into the 
System to buy at $22.00, because the limit price is lower than the 
midpoint of the NBBO ($22.50), it will remain ranked by the System 
on the EDGX Book at $22.00. If the midpoint of the NBBO moves below 
$22.00, the order with a Non-Displayed instruction will be ranked by 
the System at the then current mid-point of the NBBO.
Reserve Quantity and Replenishment Amounts (Rule 11.6(m))
    Exchange Rule 11.5(c)(1) currently defines a ``Reserve Order'' as 
``[a] limit order with a portion of the quantity displayed (`display 
quantity') and with a reserve portion of the quantity (`reserve 
quantity') that is not displayed.'' The Exchange believes that a 
Reserve Order is more appropriately described as an order instruction, 
rather than an order type. Therefore, the Exchange proposes to delete 
the term Reserve Order and replace it with the order instruction 
``Reserve Quantity'' in proposed Rule 11.6. The substantive definition 
of Reserve Quantity would remain the same. Specifically, proposed Rule 
11.6 would define Reserve Quantity to mean the portion of an order with 
a Non-Displayed instruction in which a portion of that order is also 
displayed on the EDGX Book. The Exchange believes that reclassifying a 
Reserve Order as Reserve Quantity is consistent with the current 
System's functionality that permits a User when entering an order into 
the System to instruct the System to not display a portion of that 
order on the EDGX Book. The Exchange also proposes to include within 
the definition that both the portion of the order with a Displayed 
instruction and the Reserve Quantity of the order are available for 
execution against incoming orders.
    The Exchange proposes to include in proposed Rule 11.6 language 
that describes how a User entering an order into the System with a 
Reserve Quantity may instruct the System to update the displayed 
quantity by setting a replenishment amount.\47\ Proposed Rule 11.6(m) 
would also describe the two replenishment instructions offered by the 
Exchange which are: (i) Fixed Replenishment; and (ii) Random 
Replenishment.\48\ Where the displayed quantity of an order is reduced 
to less than a Round Lot, the System will, in accordance with the 
replenishment instruction selected by the User, replenish the displayed 
quantity from the Reserve Quantity by at least a single Round Lot. A 
new time stamp is created for the displayed portion of the order each 
time it is replenished from the Reserve Quantity, while the Reserve 
Quantity retains the time stamp of its original entry.\49\ Where the 
combined amount of the displayed quantity and Reserve Quantity of an 
order is reduced to less than one Round Lot, the order will be treated 
as an order with a Displayed instruction for purposes of execution 
priority under proposed renumbered Rule 11.9.
---------------------------------------------------------------------------

    \47\ Other exchanges offer similar functionality for refreshing 
the displayed portion of an order from a Reserve Quantity. See, 
e.g., Nasdaq Rule 4751(f)(2) (Reserve Orders) and NYSE Rule 13 
(Reserve Order Types).
    \48\ The Random Replenishment instruction is consistent with 
functionality described in existing Exchange rules related to the 
objective of a User to avoid providing information that an order has 
Reserve Quantity. Exchange Rule 13.8(b) contemplates the subsequent 
replenishment of ``Reserve Orders'' by permitting Users to obfuscate 
their order identification numbers on the Exchange's Book Feed when 
replenishing the displayed quantity of a Reserve Order.
    \49\ The Exchange notes that other exchanges maintain similar 
time stamp functionality when replenishing a displayed amount of an 
order from the order's undisplayed quantity. See Nasdaq Rule 
4751(f)(2) (Reserve Orders), and NYSE Rule 13 (Reserve Order Types, 
Minimum Display Reserve Order).
---------------------------------------------------------------------------

    Under the Fixed Replenishment instruction, the displayed quantity 
of an order is replenished by a fixed quantity designated by the User. 
The Fixed Replenishment quantity for the order equals the initial 
displayed quantity designated by the User. The displayed

[[Page 44530]]

replenishment quantity selected by the System may not be less than a 
single Round Lot or greater than the remaining Reserve Quantity. As set 
forth in proposed rule 11.8(b)(5) discussed below, unless the User 
selects the Random Replenishment instruction, the System will 
automatically default the order to the Fixed Replenishment instruction 
with a replenishment value equal to the displayed quantity of the 
order.
    Under the Random Replenishment instruction, both the actual 
quantity of the order that will be initially displayed by the System on 
the EDGX Book and subsequent displayed replenishment quantities are 
randomly determined by the System within a replenishment range 
established by the User. In particular, the User entering an order into 
the System subject to the Random Replenishment instruction must select 
a quantity around which the replenishment range is established and a 
replenishment value. The actual quantity that will be initially 
displayed, as well as subsequent displayed replenishment quantities, 
will then be determined by the System randomly selecting a number of 
shares in Round Lots within a replenishment range that is between: (i) 
The quantity around which the replenishment range is established minus 
the replenishment value; and (ii) the quantity around which the 
replenishment range is established plus the replenishment value. In no 
case can the displayed replenishment quantity exceed the remaining 
Reserve Quantity of the order. The displayed replenishment quantity 
selected by the System may not be less than a single Round Lot or 
greater than the remaining Reserve Quantity.
Operation of Orders With Replenishment Amounts
    The following examples illustrate the operation of replenishment 
amounts.
Fixed Replenishment
    Example No. 1.  A User enters an order into the System to buy 
10,000 shares at $100 with a displayed quantity of 1,000 shares and 
a Reserve Quantity of 9,000 shares. The order defaults to a Fixed 
Replenishment quantity of 1,000 shares, equal to its displayed 
quantity. An inbound Market Order to sell 400 shares is entered into 
the System and executes against the displayed quantity of 1,000 
shares, resulting in a remaining displayed quantity of 600 shares. 
Another Market Order to sell 600 shares is entered into the System 
and executes against the 600 displayed shares. The displayed 
quantity is then replenished by the System from the Reserve Quantity 
to the order's original displayed quantity of 1,000 shares, 
resulting in a remaining Reserve Quantity of 8,000 shares.
    Example No. 2.  A User enters Order No. 1, an order to buy 6,000 
shares at $30.50, the NBB, with a displayed quantity of 1,000 shares 
and a Reserve Quantity of 5,000 shares. A User then enters Order No. 
2 to buy 600 shares at $30.50 with no Reserve Quantity. 
Subsequently, an inbound Market Order to sell 2,000 shares is 
entered into the System. The order to sell first executes against 
the displayed quantity of 1,000 shares of the Order No. 1, then 
executes against the full 600 shares of Order 2, and then executes 
400 shares from the Reserve Quantity of Order No. 1. The displayed 
quantities of Order Nos. 1 and 2 execute in time priority, followed 
by the Reserve Quantity of Order No. 1. The display quantity of 
Order No. 1 is then replenished for 1,000 shares, leaving a Reserve 
Quantity of 3,600 shares.
Random Replenishment
    Example No. 1.  A User enters an order into the System to buy 
10,000 shares at $100 and the User selects Random Replenishment with 
a quantity of 1,000 shares around which the replenishment range is 
established and a replenishment value of 400 shares. Under Random 
Replenishment, the System will generate the actual quantity of the 
order that will be initially displayed by the System on the EDGX 
Book and subsequent displayed replenishment quantities within a 
replenishment range that is calculated by adding and subtracting the 
400 share replenishment value from the order's quantity of 1,000 
shares around which the replenishment range is to be established. 
Hence, for this order, 1,000 shares plus or minus 400 shares equals 
a replenishment range of 600 to 1,400 shares. Assume the System 
randomly chooses an initial displayed quantity of 800 shares, 
resulting in a Reserve Quantity of 9,200 shares. An inbound Market 
Order to sell 800 shares is entered into the System and executes 
against the 800 share displayed quantity. Under Random 
Replenishment, the displayed quantity is randomly replenished to a 
new Round Lot quantity within the replenishment range of 600 to 
1,400 shares. Assume the System selects a replenishment quantity of 
1,200 shares. The System will then display 1,200 shares to buy at 
$100, resulting in a Reserve Quantity of 8,000 shares.
    Example No. 2.  A User enters an order into the System to buy 
5,000 shares at $100 and the User selects Random Replenishment with 
a quantity of 2,000 shares around which the replenishment range is 
established and a replenishment value of 1,000 shares. Under Random 
Replenishment, the System will generate the actual quantity of the 
order that will be initially displayed by the System on the EDGX 
Book and subsequent displayed replenishment quantities within a 
replenishment range that is calculated by adding and subtracting the 
1,000 share replenishment value from the order's quantity of 2,000 
shares around which the replenishment range is established. Hence, 
for this order, 2,000 shares plus or minus 1,000 shares equals a 
replenishment range of 1,000 to 3,000 shares. Assume the System 
randomly chooses an initial display quantity of 2,500 shares, 
resulting in a Reserve Quantity of 2,500 shares. A Market Order to 
sell 2,500 shares is entered into the System and is executed against 
the displayed quantity of 2,500 shares. Because the upper end of the 
replenishment range of 3,000 shares exceeds the remaining Reserve 
Quantity of 2,500 shares, the replenishment range is reset by the 
System to be between 1,000 shares and 2,500 shares. Assume the 
System selects a Random Replenishment of 1,100 shares. The System 
will then display on the EDGX Book 1,100 shares to sell at $100, 
resulting in a Reserve Quantity of 1,400 shares. The System will 
further reset the replenishment range to be between 1,000 shares and 
1,400 shares. If, after subsequent executions, the lower end of the 
replenishment range exceeds the remaining Reserve Quantity, the 
System will generate a replenishment quantity that is equal to the 
remaining Reserve Quantity.
Routing/Posting Instructions (Rule 11.6(n))
    As discussed in more detail below, the Exchange proposes to 
describe the routing and posting instructions available to Users under 
the Exchange's rules under new proposed Rule 11.6(n). Specifically, 
proposed Rule 11.6(n) defines the following routing and posting 
instructions that a User may select, depending on the order type: (i) 
Aggressive; (ii) Super Aggressive; (iii) Book Only; (iv) Post Only; (v) 
Destination Specified; and (vi) Destination-on-Open.
    The Exchange proposes to introduce two new terms to its rules--
Aggressive and Super Aggressive. Aggressive is an order instruction 
that directs the System to route such order if an away Trading Center 
crosses the limit price of the order resting on the EDGX Book. Super 
Aggressive is an order instruction that directs the System to route 
such order if an away Trading Center locks or crosses the limit price 
of the order resting on the EDGX Book. The Exchange believes adding 
definitions for these terms will provide additional transparency to the 
Exchange's rules.
    The Exchange proposes to replace the term ``EDGX Only Order'' with 
the term ``Book Only,'' revise the definition of EDGX Only Order, and 
move the new definition to proposed Rule 11.6(n)(3). None of the 
proposed changes introduce any substantive changes to the operation of 
the functionality of the System. Specifically, current Rule 11.5(c)(4) 
defines the term EDGX Only Order as follows:

[a]n order that is to be ranked and executed on the Exchange 
pursuant to Rule 11.8 and Rule 11.9(a)(4) or cancelled, without 
routing away to another trading center. The System will default to 
the displayed price sliding process and short sale price sliding 
process for an EDGX Only Order unless the User has entered 
instructions not to use any of the processes.


[[Page 44531]]


    The Exchange believes that the operation of an EDGX Only Order is 
indicative of an instruction a User may attach to a Limit Order and not 
that of a standalone order type. Therefore, the Exchange proposes to 
delete the word Order from the term, and to define the term as an order 
instruction. In addition, the Exchange believes that the term Book Only 
is a more commonly used term in the securities industry. Therefore, the 
Exchange proposes to replace the term EDGX Only with Book Only. 
Moreover, the Exchange does not propose to carry over the description 
of an EDGX Only Order that states it is subject to the Exchange's 
``display price sliding process and short sale price sliding process'' 
unless the User instructs otherwise. The Exchange believes this 
language is unnecessary and redundant because the applicable defaults 
are set forth in the proposed revisions to the Exchange's re-pricing 
instructions, as described in proposed Rule 11.6(l). With these 
changes, the proposed definition of Book Only reads as follows: ``[a]n 
order instruction stating that an order will be matched against an 
order on the EDGX Book or posted to the EDGX Book, but will not route 
to an away Trading Center.'' \50\
---------------------------------------------------------------------------

    \50\ The proposed definition of Book Only is similar to that of 
other exchanges. See BZX Rule 11.9(c)(4) (BATS Only Order), BYX Rule 
11.9(c)(4) (BATS Only Order), NSX Rule 11.11(c)(6) (NSX Only Order).
---------------------------------------------------------------------------

    The Exchange also proposes to amend the term ``Post Only Order'' 
and move it to proposed Rule 11.6(n). Current Exchange Rule 11.5(c)(5) 
defines the term Post Only Order as the following:

    An order that is to be ranked and executed on the Exchange 
pursuant to Rule 11.8 and Rule 11.9(a)(4) or cancelled, as 
appropriate, without routing away to another trading center except 
that the order will not remove liquidity from the EDGX Book absent 
an order instruction to the contrary. A EDGX Post Only Order will be 
subject to the displayed price sliding process and short sale price 
sliding process unless a User has entered instructions not to use 
the either or both processes as set forth in paragraph (c)(4) above.

    The Exchange proposes to amend the existing language of a ``Post 
Only Order'' to classify it as a ``Post Only'' instruction. The revised 
definition would read as follows:

    An instruction that may be attached to an order that is to be 
ranked and executed on the Exchange pursuant to Rule 11.9 and Rule 
11.10(a)(4) or cancelled, as appropriate, without routing away to 
another trading center except that the order will not remove 
liquidity from the EDGX Book, except as described below. An order 
with a Post Only instruction and a Hide Not Slide or Price Adjust 
instruction will remove contra-side liquidity from the EDGX Book if 
the order is an order to buy or sell a security priced below $1.00 
or if the value of such execution when removing liquidity equals or 
exceeds the value of such execution if the order instead posted to 
the EDGX Book and subsequently provided liquidity, including the 
applicable fees charged or rebates provided.\51\
---------------------------------------------------------------------------

    \51\ Other exchanges offer similar functionality for Post Only 
orders. See BZX Rule 11.9(c)(6) (BATS Post Only Order) and BYX Rule 
11.9(c)(6); see also NYSE Rule 13 (Add Liquidity Only Modifier) and 
NYSE Arca Rule 7.31(nn) (Adding Liquidity Only Order).

    This amended definition would change the rule in the following 
ways. First, the Exchange believes that the operation of Post Only 
functionality is indicative of an instruction a User may attach to a 
Limit Order and not that of a standalone order type. Therefore, the 
Exchange proposes to delete the word Order from the term, and to define 
Post Only as an order instruction. The Exchange does not propose to 
carry over the current description of Post Only functionality that 
states it is subject to the Exchange's ``display price sliding process 
and short sale price sliding process'' unless the User instructs 
otherwise. The Exchange believes this language is unnecessary and 
redundant because the applicable defaults are set forth in the proposed 
revisions to the Exchange's re-pricing instructions and order types in 
proposed Rule 11.6(l). The Exchange also proposes to remove from the 
definition of Post Only the language that an order with a Post Only 
instruction will not remove liquidity from the EDGX Book unless ``the 
User enters an instruction to the contrary.'' The Exchange proposes to 
replace this language with a description of the specific circumstances 
under which an order with a Post Only instruction may remove liquidity 
from the EDGX Book. Specifically, Price Adjust instruction will remove 
contra-side liquidity from the EDGX Book if the order is an order to 
buy or sell a security priced below $1.00 or if the value of such 
execution when removing liquidity equals or exceeds the value of such 
execution if the order instead posted to the EDGX Book and subsequently 
provided liquidity, including the applicable fees charged or rebates 
provided.\52\
---------------------------------------------------------------------------

    \52\ Examples may be found under the following section: 
Operation of Limit Orders with a Displayed and Post Only 
Instruction, Example, No. 1, Scenario Nos. 2 and 3; and Example, No. 
2, Scenario No. 2.
---------------------------------------------------------------------------

    The Exchange also proposes to include the instruction ``Destination 
Specified'' in proposed Rule 11.6. The Exchange currently defines the 
term ``Destination Specific Order'' in Rule 11.5(c)(9) as

    A market or limit order that instructs the System to route the 
order to a specified away trading center or centers, after exposing 
the order to the EDGX Book. Destination Specific Orders that are not 
executed in full after routing away are processed by the Exchange as 
described below in Rule 11.9(a)(4), save where the User has provided 
instructions that the order reside on the book of the relevant away 
trading center.

    As part of its proposed order type clarification discussed below, 
the Exchange proposes to amend its rules to classify the operation of a 
Destination Specific Order as an instruction that may be appended to a 
Market Order or a Limit Order. In doing so, the Exchange proposes to 
change the name of the Destination Specific Order to Destination 
Specified. The Exchange believes that treating the Destination Specific 
Order not as a standalone order type, but rather as an instruction 
assists in clarifying the operation of the Exchange's order types. The 
Exchange further proposes that, depending on the User's routing 
instructions, an order with a Destination Specified instruction may be 
processed by the System as described in Rule 11.9(b)(1) (renumbered as 
11.10(a)(4)), returned to the User, or posted to the EDGX Book, unless 
the User instructs that the order reside on the book of the relevant 
away Trading Center. With these proposed revisions, the definition of 
Destination Specified reads: ``Destination Specified instructs the 
System to route the order to a specified away Trading Center or 
Centers, after exposing the order to the EDGX Book. Such orders that 
are not executed in full after routing away are processed by the 
Exchange as described in Exchange Rule 11.10(a)(4), unless the User has 
provided instructions that the order reside on the book of the relevant 
away Trading Center.'' The proposed changes do not reflect any 
substantive change to the operation of the Destination Specified order 
instruction in the System.
    Lastly, Exchange Rule 11.5(c)(10) currently defines the term 
``Destination-on-Open Order.'' The Exchange proposes to relocate the 
Destination-on-Open instruction from Exchange Rule 11.5(c)(10) to 
proposed Rule 11.6(n)(6). In addition, as part of its proposed order 
type clarification discussed below, the Exchange proposes to classify 
Destination-on-Open as an instruction that may be appended to a Market 
or a Limit Order. As a result, the Exchange proposes deleting the word 
Order from its name. The Exchange believes that treating Destination-
on-Open as an instruction, rather than a standalone order type, will 
assist in clarifying the operation of the Exchange's order types.

[[Page 44532]]

The Exchange also proposes that an unfilled portion of an order with a 
Destination-on-Open instruction may also be cancelled or rerouted. The 
proposed change does not involve any substantive changes to the 
operation of the order instruction in the System.
Short Sale and Short Exempt (Rules 11.6(o) and (p))
    Although certain current Exchange rules refer to the terms ``short 
sale order'' and ``short exempt,'' \53\ the Exchange rules do not 
specifically define these terms. Therefore, the Exchange proposes to 
add definitions for ``Short Sale'' and ``Short Exempt'' as these terms 
are currently understood by Users of the Exchange and to clarify that 
each are instructions that a User may include on an order. 
Specifically, proposed Rule 11.6(o) would state that a ``Short Sale 
instruction shall have the same meaning as the Short Sale definition 
contained in Rule 200(a) of Regulation SHO.'' Rule 11.6(p) would define 
a Short Exempt instruction as a ``an instruction on an order with a 
Short Sale instruction that satisfies the requirements set forth in 
Rule 201 of Regulation SHO.''
---------------------------------------------------------------------------

    \53\ See Exchange Rules 11.9(a)(1) and 11.15.
---------------------------------------------------------------------------

TIF (Rule 11.6(q))
    As described below, the Exchange proposes to describe the TIF 
instructions available to Users on the Exchange under proposed Rule 
11.6(q), to include the following instructions: IOC, Day, FOK, and 
Good-`til Time (``GTT'').
    The Exchange proposes to relocate IOC, Day, and FOK from current 
Rule 11.5(b) with minor clarifications.\54\ Specifically, the Exchange 
proposes to incorporate the existing definitions of an ``IOC Order,'' 
``Day Order'' and ``Fill-or-Kill Order,'' as set forth in Rules 
11.5(b)(1)-(3), into proposed Rule 11.6(q). The only change the 
Exchange proposes to make is to delete the word Order from each term, 
as the Exchange believes that each term is more accurately described as 
an order instruction. In addition, the Exchange proposes to include in 
the definition of Day that an order with a TIF instruction of Day 
entered into the System before the start of the specified trading 
session would be placed by the System in a pending state and activated 
for potential execution upon the start of that trading session.
---------------------------------------------------------------------------

    \54\ Current Rule 11.5(b) includes two (2) additional TIF 
instructions of Good-`til-Cancel and Good-`til-Day, which the 
Exchange proposes to delete from its rules because they are not 
currently offered by the Exchange.
---------------------------------------------------------------------------

    The Exchange also proposes to include a new TIF instruction of GTT, 
which will instruct the System that the order is to be cancelled at a 
specified time of day. A TIF instruction of GTT can be applied to an 
order eligible for trading in any trading session. Any unexecuted 
portion of an order with a TIF instruction of GTT will be cancelled at: 
(i) The expiration of the User's specified time; (ii) at the end of the 
User's specified trading session(s); or (iii) the end of the trading 
day, as instructed by the User. In no event shall an order with a TIF 
instruction of GTT be eligible for execution over multiple trading 
days.\55\
---------------------------------------------------------------------------

    \55\ Other exchanges offer TIF instructions similar to GTT. See 
CHX Rules Art. 1, Rule 2(d)(3) (Good `Til Date), BZX Rule 11.9(b)(4) 
(Good `til Day), BYX Rule 11.9(b)(4) (Good `til Day), and Nasdaq 
Rule 4751(h)(4) (System Hours Expire Time).
---------------------------------------------------------------------------

Trading Center (Rule 11.6(r))
    The Exchange also proposes to add a definition of the term 
``Trading Center'' to proposed Rule 11.6. Trading Center would be 
defined as ``[o]ther securities exchanges, facilities of securities 
exchanges, automated trading systems, electronic communications 
networks or other brokers or dealers.'' This definition also exists 
within Exchange Rule 2.11(a). The term Trading Center appears 
frequently within Chapter XI and the Exchange believes that repeating 
this definition in Rule 11.6(r) adds further clarity to its Rules. In 
addition, the Exchange notes that its proposed definition of Trading 
Center is consistent with the definition of Trading Center under Rule 
600(a)(78) of Regulation NMS.\56\
---------------------------------------------------------------------------

    \56\ Under Exchange Act Rule 600(a)(78), ``Trading Center'' is 
defined as ``a national securities exchange or national securities 
association that operates an SRO trading facility, an alternative 
trading system, an exchange market maker, an OTC market maker, or 
any other broker or dealer that executes orders internally by 
trading as principal or crossing orders as agent.'' See 242 CFR 
600(a)(78).
---------------------------------------------------------------------------

Units of Trading (Rule 11.6(s))
    Rule 11.6 currently provides that ``[o]ne hundred (100) shares 
shall constitute a `round lot,' any amount less than 100 shares shall 
constitute an `odd lot,' and any amount greater than 100 shares that is 
not a multiple of a round lot shall constitute a `mixed lot.''' The 
Exchange proposes to delete the definition of ``Units of Trading'' as a 
standalone rule and proposes to relocate it to proposed Rule 11.6(s) 
with the below modifications.
    First, the Exchange proposes to clarify that a Round Lot is 100 
shares, unless an alternative number of shares is established as a 
Round Lot by the listing exchange for the security. This proposed 
revision acknowledges that for certain securities, a Round Lot is 
smaller than 100 shares (e.g., for Berkshire Hathaway Class A's 
``(BRK.A)'' a Round Lot is one (1) share). Similarly, in Rule 
11.8(a)(6) (proposed to be renumbered as Rule 11.9(a)(6)), the Exchange 
proposes to make an additional conforming change to replace the term 
``99 shares or fewer'' with ``less than a Round Lot.'' The Exchange 
also proposes to clarify the definition of Round Lot under proposed 
Rule 11.6(s) by adding that orders that are a Round Lot are eligible to 
be Protected Quotations.
    Current Rule 11.5(c)(2) provides that an Odd Lot Order is ``[a]n 
order to buy or sell an odd lot.'' The Exchange proposes to move this 
text into proposed Rule 11.6(s)(2) and also amend the definition of Odd 
Lot to read ``[a]ny amount less than a Round Lot.'' The Exchange also 
proposes to clarify that orders of Odd Lot size are only eligible to be 
Protected Quotations if aggregated to form a Round Lot.
    Similarly, the Exchange proposes to make conforming amendments to 
the definition of a Mixed Lot contained in current Rule 11.5(c)(3) and 
to move such text to Rule 11.6(s)(3). Mixed Lot would be defined as 
``[a]ny amount greater than a Round Lot that is not an integer multiple 
of a Round Lot . . .'' The Exchange also proposes to clarify that Odd 
Lot portions of an order of Mixed Lot size are only eligible to be 
Protected Quotations if aggregated to form a Round Lot.\57\
---------------------------------------------------------------------------

    \57\ The Exchange notes that these proposed definitions are 
similar to Nasdaq Rule 4751(g) (definition of ``Order Size'').
---------------------------------------------------------------------------

Proposed Rule 11.8, Order Types
    The Exchange proposes to add proposed Rule 11.8, Order Types, to 
outline the characteristics of all orders accepted by the System. 
Currently, Exchange Rule 11.5 lists twenty-six individual order 
types.\58\ As discussed above, the Exchange believes that most of these 
individual order types currently set forth under Exchange Rule 11.5 can 
be reclassified as instructions that may be attached to order types. 
Thus, the Exchange proposes to delete the content of current Rule 11.5 
and replace it with proposed Rule 11.8, which describes the following 
order types accepted by the

[[Page 44533]]

System: Market Orders, Limit Orders, ISOs, MidPoint Match Orders, NBBO 
Offset Peg Orders, and Route Peg Orders. Proposed Rule 11.8 would 
describe each order type's functionality and the instructions a User 
may attach to each. The Exchange reiterates that, unless otherwise 
stated, it is not proposing to amend its current System functionality. 
The Exchange believes that the proposed rule change will provide 
greater specificity and transparency regarding the function of each of 
the order types and order instructions accepted by the System, 
including which order types and order instructions can be combined with 
each other.
---------------------------------------------------------------------------

    \58\ The order types listed under current Exchange Rule 11.5 
are: Limit Order, Market Order, IOC Order, Day Order, FOK Order, GTC 
Order, GTD Order, Reserve Order, Odd Lot Order, Mixed Lot Order, 
EDGX Only Order, Post Only Order, Pegged Order, MidPoint Match 
Order, Non-Displayed Order, Destination Specific Order, Destination-
on-Open Order, Stop Order, Stop Limit Order, Discretionary Order, 
NBBO Peg Offset Order, Route Peg Order, Attributable Order, Non-
Attributable Order, Intermarket Sweep Order, and Directed 
Intermarket Sweep Order. See Exchange Rule 11.5.
---------------------------------------------------------------------------

Market Orders (Rule 11.8(a))
    Exchange Rule 11.5(a)(2) currently defines a ``Market Order'' as:

[a]n order to buy or sell a stated amount of a security that is to 
be executed at the NBBO when the order reaches the Exchange. Market 
orders shall not trade through Protected Quotations. A market order 
that is designated as ``EDGX Only'' will be cancelled if, when 
reaching the Exchange, it cannot be executed on the System in 
accordance with Rule 11.9(a)(4). Market orders that are not 
designated as ``EDGX Only'' and that cannot be executed in 
accordance with Rule 11.9(a)(4) on the System when reaching the 
Exchange will be eligible for routing away pursuant to Rule 
11.9(b)(1). Except with respect to a Destination-on-Open Order, as 
defined in paragraph (c)(10), below, any portion of a market order 
that would execute at a price more than $0.50 or 5 percent worse 
than the consolidated last sale at the time the order initially 
reaches the Exchange, whichever is greater, will be cancelled. 
Market orders are not eligible for execution during the Pre-Opening 
or the Post-Closing Trading Sessions.

    Under proposed Rule 11.8(a), the Exchange proposes to amend the 
definition of a Market Order to clarify its operation and the 
instructions available to Users when entering a Market Order into the 
System. The Exchange proposes to carry over the language of current 
Rule 11.5(a)(2) into proposed Rule 11.8(a).
    Proposed Rule 11.8(a) would define a Market Order as ``[a]n order 
to buy or sell a stated amount of a security that is to be executed at 
the NBBO or better when the order reaches the Exchange.'' Proposed Rule 
11.8(a) would also include descriptions of the instructions that may be 
attached to a Market Order. First, the rule would make clear that an 
order may include a Stop Price that will convert the order into a 
Market Order when the Stop Price is triggered. An order to buy converts 
to a Market Order when a consolidated last sale in the security occurs 
at, or above, the specified Stop Price. An order to sell converts into 
a Market Order when the consolidated last sale in the security occurs 
at, or below, the specified Stop Price. This functionality is currently 
described in the Exchange's rules as a Stop Order under Rule 
11.5(c)(11). The Exchange believes that a Stop Order is more 
appropriately described as an order instruction for a Market Order, 
rather than a stand-alone order type. Therefore, the Exchange proposes 
to delete the term Stop Order and replace it with the order instruction 
Stop Price in proposed Rule 11.8(a)(1). The proposed definition of Stop 
Price will remain the same as the current definition of Stop Order.
    Proposed Rule 11.8(a)(2) would state that unless otherwise 
instructed by the User, the System will automatically default a Market 
Order to a TIF instruction of Day. A User may instead select TIF 
instructions of IOC or FOK for a Market Order. If a Market Order 
includes a TIF instruction of FOK, any portion of the Market Order not 
executed immediately after entry into the System will be cancelled. If 
a Market Order includes a TIF instruction of IOC, any portion of the 
Market Order not executed after checking the System for available 
shares, and, if applicable, after return to the System after being 
routed to an away Trading Center, will be cancelled. A Market Order may 
not trade through a Protected Quotation.
    Market Orders may be an Odd Lot, Round Lot, or Mixed Lot. A User 
may attach a Minimum Execution Quantity instruction to a Market Order 
with a TIF instruction of IOC. Under proposed renumbered Rule 
11.10(a)(3)(A), where a non-routable buy (sell) Market Order is entered 
into the System and the NBO (NBB) is greater (lesser) than the Upper 
(Lower) Price Band, such order will be posted by the System to the EDGX 
Book and priced at the Upper (Lower) Price Band, unless (i) the order 
includes a TIF instruction of IOC or FOK, in which case it will be 
cancelled if not executed, or (ii) the User has entered a Cancel Back 
instruction.\59\ The Exchange also proposes under Rule 11.8(a)(4) that 
a Market Order that includes both a TIF instruction of Day and a Short 
Sale instruction that cannot be executed because of the existence of a 
Short Sale Restriction, will also be posted and displayed by the System 
to the EDGX Book and priced in accordance with the Short Sale Price 
Sliding instruction described in proposed Rule 11.5(l)(2).
---------------------------------------------------------------------------

    \59\ Current Exchange Rule 11.9(a)(3)(A) states, ``[w]here a 
non-routable buy (sell) Market Order is entered into the System and 
the NBB (NBO) is greater (less) than to the Upper (Lower) Price 
Band, such order will be posted to the EDGX Book or executed, unless 
(i) the order is an IOC Order, in which case it will be cancelled if 
not executed, or (ii) the User has entered instructions to cancel 
the order.'' See also Securities Exchange Act Release No. 69003 
(February 27, 2013), 78 FR 14380 (March 5, 2013) (SR-EDGX-2013-08).
---------------------------------------------------------------------------

    Market Orders are only eligible for execution by the System during 
the Regular Session.
    A Market Order may include a Book Only instruction. Except as 
described above with respect to re-pricing of a Market Order where the 
NBO (NBB) is greater (less) than the Upper (Lower) Price Band, a Market 
Order that includes a Book Only instruction will be cancelled if, when 
entered into the System, it cannot be executed in accordance with 
proposed Rule 11.10(a)(4). Except for a Market Order that includes a 
Destination-on-Open instruction, any portion of a Market Order that 
would execute at a price more than the greater of $0.50 or 5 percent 
worse than the consolidated last sale as published by the responsible 
single plan processor at the time the order is entered into the System, 
will be cancelled. A Market Order that does not include a Book Only 
instruction, or a TIF instruction of IOC or FOK, and cannot be executed 
by the System in accordance with proposed renumbered Rule 11.10(a)(4) 
will be eligible for routing to a Trading Center pursuant to proposed 
Rule 11.11.
Operation of Market Order With a Book Only Instruction
    The below examples demonstrate the functionality of a Market Order 
that is entered with a Book Only instruction.

    Example No. 1. Assume the NBBO is $10.01 x $10.02 and the 
Exchange's BBO is $9.99 x $10.02. A Market Order with a Book Only 
instruction to buy 100 shares is entered into the System and 
executes against the $10.02 offer displayed by the System on the 
EDGX Book.
    Example No. 2. Assume the NBBO is $10.01 x $10.02 and the 
Exchange's BBO is $9.99 x $10.02. An order with a Non-Displayed 
instruction to sell priced at the midpoint of the NBBO of $10.015 is 
resting on the EDGX Book. A Market Order with a Book Only 
instruction to buy 100 shares is entered into the System and 
executes against the order with a Non-Displayed instruction to sell 
at $10.015.
    Example No. 3. Assume the NBBO is $10.01 x $10.02 and the 
Exchange's BBO is $9.99 x $10.03 and no better priced orders with a 
Non-Displayed instruction are resting on the EDGX Book. A Market 
Order with a Book Only instruction to buy 100 shares is entered into 
the System but is cancelled back to the User because the order is 
not routable and the NBO is displayed only on an away Trading 
Center.

[[Page 44534]]

Limit Orders (Rule 11.8(b))
    Exchange Rule 11.5(a)(1) defines a Limit Order as, ``[a]n order to 
buy or sell a stated amount of a security at a specified price or 
better'' and a ``marketable'' Limit Order as a ``Limit Order to buy 
(sell) at or above (below) the lowest (highest) Protected Offer 
(Protected Bid) for the security.'' The Exchange proposes to relocate 
these definitions without modification to proposed Rule 11.8(b). 
Proposed Rule 11.8(b) would further describe a Limit Order's 
functionality and which instructions are available to Users when 
entering a Limit Order. Rule 11.8(b) would also describe the re-pricing 
instructions for Limit Orders available to Users seeking to comply with 
Rule 610 of Regulation NMS and Rule 201 of Regulation SHO.
    First, proposed Rule 11.8(b) will describe how a Limit Order may 
include a ``Stop Limit Price''. An order with a Stop Limit Price will 
convert to a Limit Order once the Stop Limit Price is triggered. A 
Limit Order to buy with a Stop Limit Price becomes eligible for 
execution by the System when the consolidated last sale in the security 
occurs at, or above, the specified Stop Limit Price. A Limit Order to 
sell with a Stop Limit Price becomes eligible for execution when the 
consolidated last sale in the security occurs at, or below, the 
specified Stop Limit Price. This functionality is currently described 
in the Exchange's rules as a Stop Limit Order under Rule 11.5(c)(12). 
The Exchange believes that a Stop Limit Order is more appropriately 
described as an order instruction for a Limit Order, rather than a 
stand-alone order type. Therefore, the Exchange proposes to delete the 
term Stop Limit Order and replace it with the description of the Stop 
Limit Price functionality in proposed Rule 11.8(b)(1). The proposed 
description of a Stop Limit Price will remain the same as the current 
definition of Stop Limit Order.
    Proposed Rule 11.8(b)(2) would state that a Limit Order must have 
one of the following TIF instructions: IOC, FOK, Day or GTT and that 
unless otherwise instructed by the User, the System will automatically 
default a Limit Order to a TIF instruction of Day.
    A Limit Order may be an Odd Lot, Round Lot or Mixed Lot. A User may 
include a Minimum Execution Quantity instruction only for Limit Orders 
that also include a Non-Displayed instruction. A Limit Order is 
eligible for execution during the Pre-Opening Session, Regular Session 
and the Post-Closing Session.
    A Limit Order will default to a Displayed instruction unless the 
User includes a Non-Displayed instruction on the order, or a portion 
thereof. A Limit Order with a Displayed instruction will default to a 
Non-Attributable instruction unless the User selects the Attributable 
instruction. Unless the order is re-priced in accordance with proposed 
Rule 11.8(b)(13), a Limit Order that includes a Non-Displayed 
instruction is ranked based on the specified limit price at the time 
the order is entered into the System in accordance with proposed Rule 
11.9(a)(2)(A) and is available for potential execution in the System 
against incoming orders in accordance with proposed Rule 
11.10(a)(4)(A)-(B). A Limit Order with a Displayed instruction may also 
include a Reserve Quantity. A Limit Order with both a Displayed 
instruction and Reserve Quantity must include a replenishment amount. 
Unless the User selects the Random Replenishment instruction, the 
System will automatically default the order to a Fixed Replenishment 
instruction with a replenishment value equal to the displayed quantity 
of the order.
    A Limit Order may include a Post Only or Book Only instruction. 
Unless a Limit Order includes a Post Only or Book Only instruction, 
proposed Rule 11.8(b)(7) would specify that a marketable Limit Order 
would be eligible to be routed to a Trading Center pursuant to current 
Rule 11.9(b) (proposed to be renumbered as Rule 11.11). In such case, 
the routable, marketable Limit Order may include a Destination 
Specified, or a Destination-on-Open instruction. A Limit Order may also 
include an Aggressive or Super Aggressive instruction.
    Limit Orders that include a TIF instruction of Day or GTT 
(``Eligible Limit Orders'') may include a Discretionary Range or Pegged 
instruction (e.g., Market Peg or Primary Peg). A Limit Order that 
includes a Pegged instruction is not eligible to be routed to another 
Trading Center in accordance with proposed renumbered Rule 11.11.
    Proposed Rules 11.8(b)(10) and (11) would also describe the various 
re-pricing instructions a User may attach to an Eligible Limit Order to 
comply with Rule 610 of Regulation NMS or Rule 201 of Regulation SHO. 
The operation of these re-pricing instructions is explained in detail 
above.\60\ Proposed Rules 11.8(b)(10) and (11) would explain which re-
pricing instructions the System may default to absent a selection by 
the User. The Rule would also state that a User may elect to Cancel 
Back the order should its display by the System on the EDGX Book or 
execution by the System trigger the application of a re-pricing 
instruction.
---------------------------------------------------------------------------

    \60\ See supra notes 33 to 46 and accompanying text.
---------------------------------------------------------------------------

    First, Eligible Limit Orders are subject to one of the three re-
pricing instructions the Exchange offers to comply with Rule 610 of 
Regulation NMS. A Limit Order that, if displayed at its limit price at 
the time of entry into the System, would become a Locking Quotation or 
Crossing Quotation will be automatically defaulted by the System to the 
Price Adjust instruction, unless the User affirmatively elects the 
Cancel Back instruction, the Hide Not Slide instruction or the Single 
Re-Price instruction. A Limit Order to buy (sell) with a limit price 
that would be a Crossing Quotation at the time of entry will not 
execute at a price that is higher (lower) than the Locking Price.
    Second, should a Short Sale Circuit Breaker be in effect, an 
Eligible Limit Order may also be subject to one of the three re-pricing 
instructions the Exchange offers to comply with Rule 201 of Regulation 
SHO. Proposed Rule 11.8(b)(11) would state that a Limit Order that 
includes a Short Sale instruction and that is not marked Short Exempt 
and that cannot be executed in the System or displayed by the System on 
the EDGX Book at its limit price at the time of entry into the System 
because a Short Sale Circuit Breaker is in effect, will be 
automatically defaulted by the System to the Short Sale Price Adjust 
instruction, unless the User affirmatively elects the Cancel Back 
instruction, the Short Sale Price Sliding instruction or the Short Sale 
Single Re-Price instruction.
    Third, when a Limit Order, or a portion thereof, is returned to the 
Exchange after being routed away in accordance with Rule 11.11, and, if 
displayed by the System on the EDGX Book at its limit price it would 
become a Locking Quotation or Crossing Quotation, such Limit Order will 
be automatically defaulted by the System to the Routed and Returned Re-
Pricing instruction, unless the User affirmatively elects the Cancel 
Back instruction, the Price Adjust instruction, Hide Not Slide 
instruction, or the Single Re-Price instruction.
    Lastly, proposed Rule 11.8(b)(13) would state that a Limit Order 
with a Non-Displayed instruction and a limit price that is better than 
the midpoint of the NBBO will be ranked by the System at the midpoint 
of the NBBO with discretion to execute to its limit price in accordance 
with the Re-Pricing of Orders with a Non-Displayed

[[Page 44535]]

instruction under proposed Rule 11.6(l)(3). However, a User may 
affirmatively elect that a Limit Order to buy (sell) with a Non-
Displayed instruction not be ranked at the midpoint of the NBBO and 
Cancel Back when the order's limit price is greater (less) than the NBO 
(NBB).
    The below examples describe the functionality of a Limit Order with 
various instructions under various circumstances.
Operation of Marketable Limit Order With a Book Only Instruction
    Example No. 1. Assume the NBBO is $10.01 x $10.02 and the 
Exchange's BBO is $9.99 x $10.02. A Limit Order with a Book Only 
instruction to buy is entered into the System with a limit price of 
$10.02 and is executed against the $10.02 offer that is resting on 
the EDGX Book.
    Example No. 2. Assume the NBBO is $10.01 x $10.02 and the 
Exchange's BBO is $9.99 x $10.02. An order with a Non-Displayed 
instruction priced at the midpoint of the NBBO of $10.015 to sell is 
resting on the EDGX Book. A Limit Order with a Book Only instruction 
to buy is entered into the System with a limit price of $10.02 and 
is executed against the order with a Non-Displayed instruction to 
sell at $10.015.
Operation of Limit Order With a Book Only Instruction Entered With a 
Limit Price That Equals the Locking Price
    The following information applies to each of the scenarios listed 
below.

    Example. Assume the NBBO is $10.01 x $10.02 and the Exchange's 
BBO is $9.99 x $10.03. A Limit Order with a Book Only instruction to 
buy is entered into the System with a limit price of $10.02.\61\
---------------------------------------------------------------------------

    \61\ The Limit Order does not execute in the System because the 
NBO is displayed on an away Trading Center and the Limit Order is 
not eligible to be routed away. The Limit Order is also not 
displayed by the System on the EDGX Book at its limit price because 
if it did it would be a Locking Quotation. The User may elect that 
the Limit Order immediately Cancel Back; otherwise, the Limit Order 
will be eligible for one of the three re-pricing instructions the 
Exchange offers to comply with Rule 610 of Regulation NMS. The Limit 
Order will be automatically defaulted by the System to the Price 
Adjust instruction unless the User affirmatively elects the Hide Not 
Slide instruction, the Single Re-Price instruction, or Cancel Back.

No Re-Pricing Instruction Elected by User--Defaults to Price Adjust 
Instruction
    Scenario No. 1. Assume the facts from the example above and that 
the order defaults to the Price Adjust process because an alternate re-
pricing instruction is not elected. The Limit Order is displayed and 
ranked by the System on the EDGX Book at $10.01, one Minimum Price 
Variation below the Locking Price. The Exchange's BBO is now $10.01 x 
$10.03. The Limit Order may be re-ranked and displayed at the Locking 
Price with a new time stamp in response to changes in the NBBO.
User Elects Hide Not Slide Instruction
    Scenario No. 2. Assume the facts from the example above and that 
the User elects the Hide Not Slide instruction. The Limit Order is 
displayed by the System on the EDGX Book at $10.01, one Minimum Price 
Variation below the Locking Price, and is ranked by the System at the 
midpoint of the NBBO, with discretion to trade at the Locking Price. 
The Exchange's BBO is now $10.01 x $10.03. The Limit Order may be re-
ranked and displayed at the Locking Price with a new time stamp in 
response to changes in the NBBO.
User Elects Single Re-Price Instruction
    Scenario No. 3. Assume the facts from the example above and that 
the User elects the Single Re-Price instruction. The Limit Order is 
displayed and ranked by the System on the EDGX Book at $10.01, one 
Minimum Price Variation below the Locking Price. The Exchange's BBO is 
now $10.01 x $10.03. The Limit Order is not subject to further 
adjustments in response to changes in the NBBO.
The Exchange's BBO Joins NBO
    The following information applies to each of the scenarios listed 
below.

    Example. Assume the NBBO is $10.01 x $10.02 and the Exchange's 
BBO is $10.01 x $10.03. The EDGX Book contains the following buy 
orders, ranked in time order:

Buyer One: $10.02 Book Only/Price Adjust instruction/displayed and 
ranked at $10.01
Buyer Two: $10.02 Book Only/Single Re-Price instruction/displayed 
and ranked at $10.01
Buyer Three: $10.02 Book Only/Hide Not Slide instruction/displayed 
at $10.01 and ranked at $10.015 with discretion to trade to $10.02
    Scenario 1. Assume that Seller One enters a Limit Order with a 
Post Only and Displayed instruction to sell at $10.02. Seller One's 
order cannot remove liquidity so it does not execute in the System 
against Buyer Three's buy order. Rather, it is displayed by the 
System on the EDGX Book at $10.02. The Exchange's BBO narrows to 
$10.01 x $10.02. Buyer Three's discretion to execute up to $10.02 is 
suspended to prevent later arriving sell orders priced at $10.02 
from violating Seller One's time priority at that price.
    Scenario 2. Assume the facts from above and that Seller Two 
enters a Limit Order to sell at $10.02. This order does not execute 
against Buyer Three because Buyer Three's discretion to execute up 
to $10.02 is suspended because a contra-side order to sell at $10.02 
is displayed on the EDGX Book. Seller Two's offer is posted by the 
System to the EDGX Book and joins the offer at $10.02 behind Seller 
One.
    Scenario 3. Assume the facts from above and next that Seller One 
cancels its order. Buyer Three's discretion to execute up to $10.02 
remains suspended because a contra-side order to sell at $10.02 from 
Seller 2 remains displayed on the EDGX Book. Seller Two does not 
execute against Buyer Three because Buyer Three's discretion to 
execute up to $10.02 is suspended.
    Scenario 4. Assume the facts from above and next that Seller 
Three enters a Limit Order to sell at $10.02. Seller Three does not 
execute against Buyer Three because Buyer's Three's discretion to 
execute up to $10.02 remains suspended. Seller Three's order is 
posted by the System to the EDGX Book at $10.02 behind Seller Two.
Operation of Limit Orders With Displayed and Post Only Instructions
    The following information applies to each of the scenarios listed 
below.

    Example No. 1. Assume the NBBO is $10.01 x $10.02 and the 
Exchange's BBO is $10.01 x $10.02.
    Scenario No. 1. Buyer One enters a Limit Order with a Displayed 
and Post Only instruction at $10.02. Buyer One's order will not 
execute at $10.02 because an order with a Post Only instruction will 
not remove liquidity from the EDGX Book at its limit price. If Buyer 
One's Limit Order is subject to the Hide Not Slide instruction, it 
will be displayed by the System on the EDGX Book at $10.01, ranked 
by the System at $10.015, the midpoint of the NBBO, with discretion 
to trade at $10.02. If Buyer One's Limit Order is subject to either 
the Price Adjust or Single Re-Price instructions, it will not 
execute and will be displayed and ranked by the System on the EDGX 
Book at $10.01.
    Scenario No. 2. Assume that there is an order with a Non-
Displayed instruction to sell at $10.015 resting on EDGX Book. Buyer 
One's Limit Order, if subject to the Hide Not Slide instruction, 
will execute against an order with a Non-Displayed instruction to 
sell at $10.015 because Buyer One's Limit Order will receive an 
execution between the NBBO better than the order's limit price. If 
Buyer One's Limit Order is subject to either the Price Adjust or 
Single Re-Price instructions, it will not execute and will be 
displayed and ranked by the System on the EDGX Book at $10.01.
    Scenario No. 3. Assume that Buyer One instead enters a Limit 
Order with a Displayed and Post Only instruction at $10.03. If Buyer 
One's order contains a Hide Not Slide instruction no execution 
occurs, since there are no contra-side orders to provide an 
execution between the NBBO better than its limit price. The order 
will be displayed at $10.01 and ranked at $10.015 with discretion to 
execute at $10.02. If Buyer One's order contains either a Price 
Adjust or a Single Re-Price instruction, no execution occurs, and 
the order will be displayed and ranked at $10.01.
    Example No. 2. For the following scenarios, assume the NBBO upon 
order entry is $10.01 x $10.02. Unless otherwise specified, further 
assume that all Limit Orders with a Displayed and Post Only 
instruction are Limit Orders to buy.

[[Page 44536]]

    Scenario No. 1. The Exchange BBO is $9.99 x $10.03. A Limit 
Order to buy at $10.00 is entered into the System. The order is 
posted by the System to the EDGX Book at $10.00. The order does not 
change the NBB; but improves the Exchange BBO to $10.00 x $10.03.
    Scenario No. 2. The Exchange BBO is $9.99 x $10.03. A Limit 
Order to buy at $10.02 is entered into the System. If the buy order 
was displayed by the System on the EDGX Book at its limit price, it 
would lock the NBO at $10.02 and, hence, be considered a Locking 
Quotation. To avoid being a Locking Quotation, the order defaults to 
the Price Adjust instruction because the User did not select either 
the Cancel Back, Hide Not Slide, or Single Re-Price instructions. 
The order is ranked and displayed by the System on the EDGX Book at 
$10.01.
    Scenario No. 3. The Exchange BBO is $9.99 x $10.03. A Limit 
Order to buy at $10.02 is entered into the System and the User 
elects the Single Re-Price instruction. If displayed by the System 
on the EDGX Book at its limit price, the order would lock the NBO at 
$10.02 and, hence, be considered a Locking Quotation. To avoid being 
a Locking Quotation, the order is ranked and displayed by the System 
on the EDGX Book at $10.01 with no further price adjustments.
    Scenario No. 4. The Exchange BBO is $9.99 x $10.03. A Limit 
Order to buy at $10.02 is entered into the System and the User 
elects that the order Cancel Back should it become a Locking 
Quotation or Crossing Quotation. If displayed on the EDGX Book at 
its limit price, the order would lock the NBO at $10.02 and, hence, 
be considered a Locking Quotation. The order is immediately canceled 
pursuant to the User's instructions.
    Scenario No. 5. The Exchange BBO is $9.99 x $10.03. A buy order 
priced at $10.02 is entered into the System and the User elects the 
Hide Not Slide instruction. If displayed on the EDGX Book at its 
limit price, the order would lock the NBO at $10.02 and, hence, be 
considered a Locking Quotation. To avoid being a Locking Quotation, 
the order is displayed by the System on the EDGX Book at $10.01, and 
ranked by the System at $10.015, with discretion to buy up to 
$10.02.
Other Examples
    The following information applies to each of the scenarios listed 
below.

    Example. Assume the NBBO is $10.00 x $10.01 and the Exchange's 
BBO is $10.00 x $10.02. The following buy orders are resting on the 
EDGX Book ranked in order of time of arrival:

Buyer One: $10.01 x 100 Book Only/Price Adjust instruction/displayed 
and ranked by the System on the EDGX Book at $10.00.
Buyer Two: $10.01 x 100 Book Only/Single Re-price instruction/
displayed and ranked by the System on the EDGX Book at $10.00.
Buyer Three: $10.01 x 100 Book Only/Hide Not Slide instruction/
displayed by the System on the EDGX Book at $10.00 and ranked by the 
System at $10.005 with discretion to trade to $10.01

    Scenario No. 1. Seller One enters into the System a Limit Order 
to sell 100 shares with a Post Only instruction at $10.01. Seller 
One's order will be posted by the System to the EDGX Book at $10.01, 
updating the Exchange's BBO to $10.00 x $10.01. Buyer Three's 
discretion to execute up to $10.01 is suspended because a contra-
side order to sell 100 shares at $10.01 is now displayed by the 
System on the EDGX Book. Seller Two enters a Limit Order to sell 100 
shares at $10.01. Seller Two's order may not execute in the System 
against Buyer Three's order because Seller One currently has 
priority at that price. Accordingly, Seller Two's order will be 
posted by the System to the EDGX Book at $10.01 and ranked by the 
System behind Seller One. Seller One cancels its order. Seller Two's 
order is now the Exchange's best offer at $10.01. Seller Two's order 
would remain on the EDGX Book and not execute against Buyer Three's 
order--Buyer Three's discretion to execute up to $10.01 continues to 
be suspended because a contra-side order to sell 100 shares at 
$10.01 is displayed by the System on the EDGX Book.
    Scenario No. 2. Assume that Seller One instead enters into the 
System a Limit Order to sell 100 shares at $10.01 without a Post 
Only instruction. Seller One's order executes against Buyer Three's 
order at $10.01.
    Scenario No. 3. Assume that Seller One instead enters into the 
System a Limit Order to sell 500 shares at $10.00. Seller One's 
order executes 100 shares against Buyer Three's order at $10.005, 
and then executes 100 shares against Buyer One's order at $10.00, 
and lastly, executes 100 shares against Buyer Two's order at $10.00. 
The remaining 200 shares of Seller One's order are routed in 
accordance with proposed renumbered Rule 11.11.
    Scenario No. 4. Assume that Seller One instead enters into the 
System a Limit Order to sell 500 shares with a Book Only instruction 
at $10.00. Seller One's order executes 100 shares against Buyer 
Three's order at $10.005, and then executes 100 shares against Buyer 
One's order at $10.00, and lastly, executes 100 shares against Buyer 
Two's order at $10.00. The remaining 200 shares of Seller One's 
order are subject to the Price Adjust instruction and are, 
therefore, ranked and displayed by the System on the EDGX Book at 
$10.01.
    Scenario No. 5. Assume instead that prior to any contra-side 
sell order being entered into the System, the NBBO updates to $10.00 
x $10.02. Buyer One's order is ranked and displayed by the System on 
the EDGX Book at $10.01, and it, along with Buyer Three, establish a 
new NBB. Buyer Three's order has execution priority ahead of Buyer 
One's order.\62\ Buyer Two's order remains ranked and displayed by 
the System at $10.00. The NBBO is now $10.01 x $10.02. Seller One 
enters into the System a Limit Order to sell 100 shares at $10.01. 
Seller One's order is executed against Buyer Three's order at 
$10.01.
---------------------------------------------------------------------------

    \62\ As described in more detail below, under proposed Rule 
11.9(a)(2)(C), where such an order is re-ranked to the Locking Price 
after a Locking Quotation clears, the System will re-rank and 
display such orders at the Locking Price in time priority in the 
following order: (i) ISO with a TIF instruction of Day that 
establishes a new NBBO at the Locking Price; (ii) Limit Orders to 
which the Hide Not Slide or Routed And Returned Re-Pricing 
instruction has been applied; (iii) Limit Orders to which the Price 
Adjust instruction has been applied; and (iv) orders with a Pegged 
instruction. See infra section entitled ``Orders Re-Ranked upon 
Clearance of a Locking Quotation''.
---------------------------------------------------------------------------

    Scenario No. 6. Assume instead that prior to any contra-side 
sell order being entered into the System Buyer Four enters into the 
System an ISO with a TIF instruction of Day to buy 100 shares at 
$10.01. Buyer Four's order is displayed by the System on the EDGX 
Book at $10.01.\63\ Buyer Three's order is then also displayed by 
the System on the EDGX Book at $10.01 behind Buyer Four's order. 
Buyer One's order is also displayed by the System on the EDGX Book 
at $10.01, behind Buyer Three's order and Buyer Four's order. Buyer 
Two's order remains ranked and displayed by the System at $10.00. 
Seller One enters into the System a Limit Order to sell 200 shares 
at $10.01. Seller One's order executes 100 shares against Buyer 
Four's order at $10.01, then executes 100 shares against Buyer 
Three's order at $10.01.
---------------------------------------------------------------------------

    \63\ Buyer Four's order may be posted to the EDGX Book under 
proposed Rule 11.8(c)(4), which states that a User entering an ISO 
with TIF instruction of Day represents that such User has 
simultaneously routed one or more additional limit orders marked 
ISO, if necessary, to away Trading Centers to execute against the 
full displayed size of any Protected Quotation for the security with 
a price that is superior or equal to the limit price of the ISO 
entered in the System. This is consistent with the ISO exception 
under the Exchange Rule 11.10(f), which requires that ISOs be routed 
to execute against all protected quotations with a price that is 
better than or equal to the display price, rather than solely to 
protected quotations for a security with a price that is superior to 
the ISO's limit price. See also Question 5.02 in the Division of 
Trading and Markets, Responses to Frequently Asked Questions 
Concerning Rule 611 and Rule 610 of Regulation NMS (last updated 
April 4, 2008) available at http://www.sec.gov/divisions/marketreg/nmsfaq610-11.htm.
---------------------------------------------------------------------------

    Scenario No. 7. Assume instead that prior to any contra-side 
sell order being entered into the System Buyer Four enters into the 
System a Mid-Point Match Order to buy with a Limit Price of $10.01, 
which is ranked at $10.005. Buyer Five then enters a Limit Order to 
buy 100 shares at $10.01 utilizing the Hide Not Slide instruction 
that is displayed by the System on the EDGX Book at $10.00 and 
ranked by the System to $10.005 with discretion to trade to $10.01. 
The buy orders resting on the EDGX Book are ranked as follows: (i) 
Buyer Three's order at $10.005 with discretion to execute to $10.01 
(i.e., the Locking Price); (ii) Buyer Five's order at $10.005 with 
discretion to execute to $10.01 (i.e., the Locking Price); (iii) 
Buyer Four's MidPoint Match Order at $10.005 (i.e., the midpoint of 
the NBBO); (iv) Buyer One's order at $10.00; and (v) Buyer Two's 
order at $10.00.
    Scenario 8. Assume the facts from Scenario 7 above and that 
Seller One now enters into the System a Limit Order to sell 500 
shares at $10.00. Seller One's order first executes 100 shares 
against Buyer Three's order at $10.005, then executes 100 shares 
against Buyer Four's order at $10.005, then executes 100 shares 
against Buyer Five's order at $10.005, then executes 100 shares 
against Buyer One's order at $10.00, and lastly, executes 100 shares 
against Buyer Two's order at $10.00.

[[Page 44537]]

ISO (Rule 11.8(c))
    Proposed Rule 11.8(c) would define an ISO as it is currently 
defined in Rule 11.5(d)(1), but would also include additional language 
to describe which instructions may be attached to an ISO and how the 
System will treat such orders. Just as in Rule 11.5(d)(1), proposed 
Rule 11.8(c) will continue to state that the System will accept 
incoming ISOs (as such term is defined in Regulation NMS) and that 
``[t]o be eligible for treatment as an ISO, the order must be: (i) A 
Limit Order; (ii) marked ISO; and (iii) the User entering the order 
must simultaneously route one or more additional Limit Orders marked 
ISO, if necessary, to away markets to execute against the full 
displayed size of any Protected Quotation for the security with a price 
that is superior to the limit price of the ISO entered in the System. 
Such orders, if they meet the requirements of the foregoing sentence, 
may be executed at one or multiple price levels in the System without 
regard to Protected Quotations at away Trading Centers consistent with 
Regulation NMS (i.e., may trade through such quotations).''
    Like current Rule 11.5(d)(1), proposed Rule 11.8(c) would continue 
to make clear to Members that the Exchange relies on the marking of an 
order as an ISO when handling such order, and thus, it is the entering 
Member's responsibility, not the Exchange's responsibility, to comply 
with the requirements of Regulation NMS relating to ISOs.
    Proposed Rule 11.8(c)(4) provides that incoming ISOs may be 
submitted during the Pre-Opening Session, Regular Session and the Post-
Closing Session. Proposed Rule 11.8(c)(1)-(4) would also state that an 
incoming ISO will have a default TIF instruction of Day, unless the 
User selects a TIF instruction of GTT or IOC. Incoming ISOs cannot 
include a TIF instruction of FOK. An ISO with a Post Only and TIF 
instruction of GTT or Day will be rejected without execution if, when 
entered, it is immediately marketable against an order with a Displayed 
instruction resting on the EDGX Book, unless the User included on the 
ISO a Price Adjust, Hide Not Slide, or the Single Re-Price instruction. 
The rule would also state that a User entering an ISO with TIF 
instruction of Day represents that such User has simultaneously routed 
one or more additional limit orders marked ISO, if necessary, to away 
Trading Centers to execute against the full displayed size of any 
Protected Quotation for the security with a price that is superior or 
equal to the limit price of the ISO entered in the System.\64\ Any 
unfilled portion of an ISO with a TIF instruction of GTT or Day will be 
posted by the System to the EDGX Book at the ISO's limit price.
---------------------------------------------------------------------------

    \64\ The operation of an ISO with a TIF instruction of Day is 
similar to the Post ISO order on the National Stock Exchange, Inc. 
(``NSX''), but for the NSX stating that it will reject a Post ISO if 
it is immediately marketable against a displayed order on the NSX 
Book, while the Exchange retains such orders where they include a 
Price Adjust, Hide Not Slide, or Single Re-Price instruction. See 
NSX Rule 11.11(c)(8)(ii). The ISO exception under Exchange Rule 
11.10(f) requires that ISOs be routed to execute against all 
protected quotations with a price that is better than or equal the 
display price, rather than solely to protected quotations for a 
security with a price that is superior to the ISO's limit price. See 
Question 5.02 in the Division of Trading and Markets, Responses to 
Frequently Asked Questions Concerning Rule 611 and Rule 610 of 
Regulation NMS (last updated April 4, 2008) available at http://www.sec.gov/divisions/marketreg/nmsfaq610-11.htm.
---------------------------------------------------------------------------

    Similar to proposed Rule 11.8(b) on Limit Orders, proposed Rule 
11.8(c) would also describe the various re-pricing instructions a User 
may attach to an ISO to comply with Rule 610 of Regulation NMS or Rule 
201 of Regulation SHO where the ISO includes a Post Only and TIF 
instruction of GTT or Day. An ISO with a TIF instruction of GTT or Day 
as well as a Short Sale instruction that cannot be executed or 
displayed by the System at its limit price at the time of entry into 
the System because of the existence of a Short Sale Circuit Breaker, 
will be automatically defaulted by the System to the Short Sale Price 
Adjust instruction, unless the User affirmatively elects the Cancel 
Back instruction, the Short Sale Price Sliding instruction or the Short 
Sale Single Re-Price instruction.
    Inbound ISOs are not eligible for routing pursuant to Rule 11.9(b) 
(proposed to be renumbered as Rule 11.11). However, proposed Rule 
11.8(c) would permit a User to attach an instruction to an ISO that 
would allow the ISO to bypass the System and be immediately routed by 
the Exchange as an outbound ISO to an away Trading Center specified by 
the User for execution. It is the entering Member's responsibility, not 
the Exchange's responsibility, to comply with the requirements of 
Regulation NMS relating to ISOs. The Exchange notes that this 
functionality is currently provided for under Exchange Rule 11.5(d)(2) 
as a ``Direct Intermarket Sweep Order'' (``Directed ISO''). The 
Exchange proposes to no longer classify a Directed ISO as a standalone 
order type because it believes the functionality of a Directed ISO is 
more indicative of an instruction a User may attach to an ISO directing 
the System to route the order to a specified Trading Center, rather 
than a standalone order type.
MidPoint Match (``MPM'') Order (Rule 11.8(d))
    Exchange Rule 11.5(c)(7) currently defines an MPM Order as ``[a]n 
order with an instruction to execute it at the midpoint of the NBBO.'' 
The Exchange proposes to move the description of the functionality of 
an MPM Order into proposed Rule 11.8(d) and to include additional 
language describing and outlining the instructions that may be included 
with an MPM Order. The Exchange also proposes to amend the definition 
to expressly state that an MPM Order may be a Market Order or a Limit 
Order. However, proposed Rule 11.8(d) makes clear that notwithstanding 
that an MPM Order may be a Market Order or a Limit Order, as set forth 
in proposed Rules 11.8(a) and 11.8(b), respectively, the operation of 
and available instructions applicable to an MPM Order are limited to 
those contained in proposed Rule 11.8(d).
    Like current Rule 11.5(c)(7), proposed Rule 11.8(d) would state 
that an MPM Limit Order may only contain the following TIF 
instructions: Day, FOK, IOC, or GTT. Any unexecuted portion of an MPM 
Limit Order with a Day or GTT instruction that is resting on the EDGX 
Book will receive a new time stamp each time it is re-priced by the 
System in response to changes in the midpoint of the NBBO.
    An MPM order may include a limit price that would specify the 
highest or lowest prices at which the MPM Order to buy or sell would be 
eligible to be executed. For example, if an MPM Order to buy is entered 
with a limit price that is less than the prevailing mid-point of the 
NBBO it would not be eligible to execute at the mid-point of the NBBO. 
An MPM Order to buy with a limit price that is greater than the 
prevailing NBBO would be able to execute at the mid-point of the NBBO 
and not at its limit price. As stated above, an MPM order entered with 
a limit price less aggressive than the mid-point of the NBBO will be 
given a new time stamp when its limit price becomes equal to or more 
aggressive than the mid-point of the NBBO because a new mid-point is 
established.
    Proposed Rule 11.8(d) would also state that an MPM Order may only 
be entered as a Round Lot or a Mixed Lot. A User may include a Minimum 
Execution Quantity instruction on an MPM Order. MPM Orders are not 
eligible for routing pursuant to Rule 11.9(b)(1) (proposed to be 
renumbered as Rule 11.11). The rule would also state that an MPM Order 
is not eligible for

[[Page 44538]]

execution when a Locking Quotation or Crossing Quotation exists. In 
such case, an MPM Order would rest on the EDGX Book and would not be 
eligible for execution in the System until the a Locking Quotation or 
Crossing Quotation no longer exists. The MPM order will receive a new 
time stamp when a Locking Quotation or Crossing Quotation no longer 
exists and a new midpoint of the NBBO is established. In such case, 
pursuant to Rule 11.9, all MPM orders that are re-ranked at the 
midpoint of the NBBO will retain their priority as compared to each 
other based upon the time such orders were initially received by the 
System. MPM Orders are defaulted by the System to a Non-Displayed 
instruction. MPM Orders are not eligible to include a Displayed 
instruction. MPM Orders may only be executed during the Regular 
Session.
    The Exchange proposes to amend the definition of MPM Orders to 
state that they are eligible for participation in the Opening Process, 
but are not eligible for participation in the Pre-Opening Session, 
Post-Closing Session, or the Contingent Open as set forth in proposed 
rule 11.7(d) above. The rationale for this amendment is that an NBBO 
may not be calculated during the Pre-Opening and Post-Closing Sessions 
from which to derive the midpoint. Even if there is an NBBO 
disseminated during these sessions, the Exchange believes that the 
midpoint of such NBBO might not reflect the true market for the 
security due to the decreased liquidity during these sessions. In the 
event of a Contingent Open as described in Rule 11.7(d), an MPM Order 
will not be eligible to trade during the Regular Session until the 
conditions set forth under Rule 11.7(c) for determining the price of 
the Opening Transaction have been met.
    MPM Orders will not trade with any other orders when the midpoint 
of the NBBO is below the Lower Price Band or above the Upper Price 
Band. MPM Orders will continue to execute at the midpoint of the NBBO 
as long as the execution price is between the Lower and Upper Price 
Bands.
NBBO Offset Peg Order (Rule 11.8(e))
    The Exchange currently defines and explains the functionality of 
the NBBO Peg Offset Order in Rule 11.5(c)(15).\65\ The Exchange 
proposes to renumber current Rule 11.15(c)(15) as proposed Rule 11.8(e) 
but does not propose to amend the functionality of the NBBO Offset Peg 
Order. However, the Rule will be reformatted to be consistent with the 
Exchange's description of other order types to clearly delineate the 
various aspects of the NBBO Offset Peg Order. The NBBO Offset Peg Order 
would continue to be defined as ``[a] Limit Order that, upon entry, is 
automatically priced by the System at the Designated Percentage (as 
defined in Rule 11.21(d)(2)(D) (proposed to be renumbered as Rule 
11.20(d)(2)(D)) away from the then current NBB (in the case of an order 
to buy) or NBO (in the case of an order to sell), or if there is no NBB 
or NBO at such time, at the Designated Percentage away from the last 
reported sale from the responsible single plan processor.'' 
Notwithstanding that a NBBO Offset Peg Order is also considered a Limit 
Order, as set forth in proposed Rule 11.8(b), its operation and 
available instructions would be limited to those contained in proposed 
Rule 11.8(e); proposed Rule 11.8(b) regarding Limit Orders would not 
apply to NBBO Offset Peg Orders.
---------------------------------------------------------------------------

    \65\ See Securities Exchange Act Release No. 67959 (October 2, 
2012), 77 FR 61449 (October 9, 2012) (SR-EDGX-2012-44) (notice of 
filing and immediate effectiveness of the proposal to adopt the NBBO 
Offset Peg Order) (``EDGX Adopting Release''); Securities Exchange 
Act Release No. 68596 (January 7, 2013), 78 FR 2477 (January 11, 
2013) (SR-EDGX-2012-49) (notice of filing and immediate 
effectiveness to amend the NBBO Offset Peg Order); and Securities 
Exchange Act Release No. 69875 (June 27, 2013), 78 FR 40227 (July 3, 
2013) (notice of filing and immediate effectiveness to amend the 
NBBO Offset Peg Order).
---------------------------------------------------------------------------

    Upon reaching the Defined Limit (as defined in Rule 11.21(d)(2)(F) 
(proposed to be renumbered as Rule 11.20(d)(2)(F)), the price of an 
NBBO Offset Peg Order bid or offer will be automatically adjusted by 
the System to the Designated Percentage away from the then current NBB 
or NBO, respectively, or if there is no NBB or NBO at such time, to the 
Designated Percentage away from the last reported sale from the 
responsible single plan processor. If an NBBO Offset Peg Order bid or 
offer moves a specified number of percentage points away from the 
Designated Percentage toward the then current NBB or NBO, the price of 
such bid or offer will be automatically adjusted by the System to the 
Designated Percentage away from the then current NBB or NBO. If there 
is no NBB or NBO at such time, the order will be automatically adjusted 
by the System to the Designated Percentage away from the last reported 
sale from the responsible single plan processor. In the event that 
pricing an NBBO Offset Peg Order at the Designated Percentage away from 
the then current NBB or NBO, or, if there is no NBB or NBO, to the 
Designated Percentage away from the last reported sale from the 
responsible single plan processor, would result in the order exceeding 
its limit price, the order will be cancelled or rejected.
    In the absence of an NBB or NBO and last sale reported by the 
responsible single plan processor, the order will be cancelled or 
rejected. If, after entry into the System, the NBBO Offset Peg Order is 
priced based on the last sale reported by the responsible single plan 
processor and such NBBO Offset Peg Order is established as the NBB or 
NBO, the NBBO Offset Peg Order will not be subsequently adjusted in 
accordance with this rule until either there is a new last sale 
reported by the responsible single plan processor, or a new NBB or new 
NBO is established by a national securities exchange. NBBO Offset Peg 
Orders may only include a TIF instruction of Day. NBBO Offset Peg 
Orders may only be entered as a Round Lot or Mixed Lot. NBBO Offset Peg 
Orders are defaulted by the System to a Displayed instruction. NBBO 
Offset Peg Orders are not eligible to include a Non-Displayed 
instruction. Users may submit NBBO Offset Peg Orders to the Exchange 
starting at the beginning of the Pre-Opening Session, but such orders 
are not executable or automatically priced until after the first 
regular way last sale on the relevant listing exchange for the 
security, as reported by the responsible single plan processor. The 
order expires at the end of the Regular Session.
    NBBO Offset Peg Orders are not eligible for routing pursuant to 
Rule 11.9(b) (proposed to be renumbered as Rule 11.11). When a Crossing 
Quotation exists, an NBBO Peg Offset Order will be automatically priced 
by the System at the Designated Percentage (as defined in Rule 
11.21(d)(2)(D) (proposed to be renumbered as Rule 11.20(d)(2)(D)) away 
from the then current NBO (in the case of an order to buy) or NBB (in 
the case of an order to sell). Notwithstanding the availability of the 
NBBO Offset Peg Order functionality, a User acting as a Market Maker 
remains responsible for entering, monitoring, and re-submitting, as 
applicable, quotations that meet the requirements of Rule 11.21(d) 
(proposed to be renumbered as Rule 11.20(d)). An NBBO Offset Peg Order 
will receive a new time stamp each time it is re-priced in response to 
changes in the NBB, NBO, or last reported sale.
Route Peg Order (Rule 11.8(f))
    The Exchange currently defines and explains the functionality of 
the Route Peg Order under Rule 11.5(c)(17).\66\ The

[[Page 44539]]

Exchange proposes to renumber Rule 11.15(c)(17) as Rule 11.8(f) but 
does not propose to amend the functionality of the Route Peg Order. 
However, the Rule would be reformatted to be consistent with the 
Exchange's description of other order types to clearly delineate the 
various aspects of the Route Peg Order. The Route Peg Order would be 
defined as a non-displayed Limit Order that is eligible for execution 
at the NBB for a buy order and NBO for a sell order against an order 
that is in the process of being routed to away Trading Centers with an 
order size equal to or less than the aggregate size of the Route Peg 
Order interest available at that price. Route Peg Orders are passive, 
resting orders on the EDGX Book and do not remove liquidity. A Route 
Peg Order does not execute at a price that is inferior to a Protected 
Quotation. Notwithstanding that a Route Peg Order is also Limit Order, 
as set forth in proposed Rule 11.8(b), its operation and available 
instructions would be limited to those contained in proposed Rule 
11.8(f).
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    \66\ See Securities Exchange Act Release No. 67727 (August 24, 
2012), 77 FR 52773 (August 30, 2012) (SR-EDGX-2012-25) (Order 
Approving Proposed Rule Change to Amend EDGX Rules to Add the Route 
Peg Order).
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    Proposed Rule 11.8(f) would delineate various aspects of the Route 
Peg Order. Rule 11.8(f) would make clear that a Route Peg Order may 
only have a TIF instruction of GTT or Day. Route Peg Orders are not 
eligible to include a TIF instruction of IOC or FOK. Route Peg Orders 
may be Round Lots, or Mixed Lots. Route Peg Orders are defaulted by the 
System to a Non-Displayed instruction. Route Peg Orders are not 
eligible to include a Displayed instruction. A User may specify a 
Minimum Execution Quantity instruction for a Route Peg Order. Route Peg 
Orders may be entered, cancelled, and cancelled/replaced prior to and 
during the Regular Session. Route Peg Orders are only eligible for 
execution in a given security during the Regular Session, except that, 
even after the commencement of the Regular Session, Route Peg Orders 
are not eligible for execution: (i) In the Opening Session; and (ii) 
until such time that orders in that security during the Regular Session 
can be posted by the System to the EDGX Book. Any and all remaining, 
unexecuted Route Peg Orders are cancelled at the conclusion of the 
Regular Session. Route Peg Orders are not eligible for routing pursuant 
to Rule 11.9(b)(2) (proposed to be renumbered as Rule 11.11). A Route 
Peg Order is not eligible for execution when a Locking Quotation or 
Crossing Quotation exists. In such case, a Route Peg Order would rest 
on the EDGX Book and would not be eligible for execution in the System 
until a Locking Quotation or Crossing Quotation no longer exists.
Proposed Rule 11.9, Priority
    The Exchange proposes to renumber current Rule 11.8, Priority as 
proposed Rule 11.9 and amend it to: (i) Outline the priority of orders 
at certain price points; (ii) clarify the priority of Limit Orders with 
a Reserve Quantity; and (iii) make certain non-substantive, conforming 
and clarifying changes. The Exchange does not propose to modify the 
current priority of orders at the same price or the operation of the 
System. The Exchange simply seeks to further outline current System 
functionality within the Exchange's Rules. The Exchange believes the 
proposed amendments will provide Members, Users, and the investing 
public with greater transparency regarding how the System operates.
    Under Rule 11.9(a), orders of Users are first ranked and maintained 
by the System on the EDGX Book according to their price. Orders at the 
same price and of the same type are then ranked by the System depending 
on the time they were entered into the System. The Exchange proposes to 
amend Rule 11.9 to delineate, consistent with current System 
functionality, how orders with certain instructions are to be ranked by 
the System: (i) At a price other than the midpoint of the NBBO; (ii) at 
the midpoint of the NBBO; and (iii) where buy (sell) orders utilize 
instructions that cause them to be ranked by the System upon clearance 
of a Locking Quotation.\67\ The Exchange also proposes to clarify that, 
for purposes of priority under Rule 11.9(a)(2)(A) and (B): (i) An ISO 
\68\ and NBBO Offset Peg Order \69\ are to be treated as a Limit Order; 
\70\ and (ii) orders subject to a re-pricing instruction to comply with 
Rule 201 of Regulation SHO under proposed Rule 11.6(l)(2), including 
Market Orders that are displayed on the EDGX Book pursuant to proposed 
Rule 11.8(a)(4)) and proposed re-numbered Rule 11.10(a)(3)(A), maintain 
the same priority as Limit Orders at that price.
---------------------------------------------------------------------------

    \67\ For purposes of priority under proposed Rule 11.9(a)(2)(A), 
(B) and (C), the Exchange notes that orders of Odd Lot, Round Lot, 
or Mixed Lot size are treated equally.
    \68\ See proposed Rule 11.8(c).
    \69\ See proposed Rule 11.8(e).
    \70\ See proposed Rule 11.8(b).
---------------------------------------------------------------------------

Prices Other Than the Midpoint of the NBBO
    Current Rule 11.8(a)(2) states, in sum, that the System shall 
execute equally priced trading interest in time priority in the 
following order: (i) Displayed size of limit orders; (ii) MidPoint 
Match Orders; (iii) Non-displayed limit orders and reserve orders; (iv) 
Discretionary range of Discretionary Orders as set forth in current 
Rule 11.5(c)(13); and (v) Route Peg Orders as set forth in current Rule 
11.5(c)(17).
    The Exchange proposes to amend the above priority to state that it 
applies to equally priced trading interest at prices other than at the 
midpoint of the NBBO or where orders are re-ranked at the Locking Price 
after a Locking Quotation clears. The Exchange also proposes to amend 
the description of order types under proposed Rules 11.9(a)(2)(A)(i)-
(iv) to be consistent with proposed Rule 11.8, Order Types. As amended, 
proposed Rule 11.9(a)(2)(A) would state that the System will execute 
equally priced trading interest within the System at prices other than 
at the midpoint of the NBBO or where orders are re-ranked at the 
Locking Price after a Locking Quotation clears in time priority in the 
following order: (i) The portion of a Limit order with a Displayed 
instruction; (ii) Limit Orders with a Non-Displayed instruction and the 
Reserve Quantity of Limit Orders; (iii) Limit Orders executed within 
their Discretionary Range; and (iv) Route Peg Orders.
Operation of Priority at Prices Other Than the Midpoint of the NBBO
    Example.  Assume the NBBO is $10.01 x $10.02 and the Exchange 
BBO is $10.01 x $10.02. Also, assume that the displayed and Reserve 
Quantity of each order have the same time stamp. The EDGX Book 
contains the following buy orders, ranked in time order:

Buyer One: $10.01 x 100 shares displayed/Reserve Quantity of 500
Buyer Two: $10.01 x 100 shares non-displayed
Buyer Three: $10.01 x 100 shares displayed/Reserve Quantity of 500

    Seller One enters into the System a Limit Order to sell 1,000 
shares at $10.01. Seller One's order first executes 100 shares 
against the displayed quantity of Buyer One's order at $10.01, then 
executes 100 shares against the displayed quantity of Buyer Three's 
order at $10.01, then executes 500 shares against the Reserve 
Quantity of Buyer One's order at $10.01 (thus completely filling 
Buyer One's order), then executes 100 shares against Buyer Two's 
order at $10.01 (thus completely filling Buyer Two's order), and 
lastly, executes 200 shares against the Reserve Quantity of Buyer 
Three's order at $10.01. Seller One's order would be completely 
filled at this point, leaving 300 shares in Reserve Quantity for 
Buyer Three, which would be replenished and displayed in accordance 
with Buyer Three's instructions.
At the Midpoint of the NBBO
    The Exchange also proposes to outline the priority of orders that 
are priced at

[[Page 44540]]

the midpoint of the NBBO under proposed Rule 11.9(a)(2)(B). Where 
orders are priced at the midpoint of the NBBO, the first order priced 
at the midpoint of the NBBO within each of the categories set forth in 
paragraphs (i) through (iv) of proposed rule 11.9(a)(2)(B) shall have 
precedence at the midpoint of the NBBO, up to the number of shares of 
stock specified in the order. The System shall execute trading interest 
priced at the midpoint of the NBBO within the System in time priority 
in the following order: (i) Limit Orders to which the Hide Not Slide or 
Routed And Returned Re-Pricing instruction has been applied; (ii) 
MidPoint Match Orders; (iii) Limit Orders with a Non-Displayed 
instruction; and (iv) Limit Orders executed within their Discretionary 
Range.
Operation of Priority at the Midpoint of the NBBO
    Example. Assume the NBBO is $10.01 x $10.02 and the Exchange BBO 
is $10.01 x $10.02. The EDGX Book contains the following buy orders, 
ranked in time order:
Buyer One: $10.02 x 100 shares MidPoint Match/non-displayed and 
ranked at $10.015, the midpoint of the NBBO
Buyer Two: $10.02 x 100 shares Book Only/Hide Not Slide/displayed at 
$10.01 and ranked $10.015, the midpoint of the NBBO, with its 
discretion to $10.02 suspended because a contra-side order to sell 
at $10.02 is displayed on the EDGX Book.
    Seller One enters a Limit Order to sell 200 shares with a limit 
price of $10.01. Seller One's order first executes 100 shares 
against Buyer Two's order at $10.015, and then executes 100 shares 
against Buyer One's order at $10.015.
Orders Re-Ranked Upon Clearance of a Locking Quotation
    Order priority also differs where buy (sell) orders utilize 
instructions that result in their being re-ranked upon clearance of a 
Locking Quotation. In such case, the System will re-rank and display 
such orders at the Locking Price. The Exchange proposes to include 
proposed Rule 11.9(a)(2)(C), which would state that, where such an 
order is re-ranked to the Locking Price after a Locking Quotation 
clears, the System will re-rank and display such orders at the Locking 
Price in time priority in the following order: (i) ISO with a TIF 
instruction of Day that establishes a new NBBO at the Locking Price; 
(ii) Limit Orders to which the Hide Not Slide or Routed And Returned 
Re-Pricing instruction has been applied; (iii) Limit Orders to which 
the Price Adjust instruction has been applied; and (iv) orders with a 
Pegged instruction. Orders not executed and remaining on the EDGX Book 
after being re-ranked upon clearance of the Locking Quotation will be 
executed in time priority under proposed Rule 11.9(a)(2)(A) described 
above.
Operation of Priority for Orders Re-Ranked Upon Clearance of a Locking 
Quotation
    Example. Assume the NBBO is 10.01 x 10.02 and the Exchange BBO 
is 10.01 x 10.03. The EDGX Book contains the following buy orders, 
ranked in time order:
Buyer One: $10.05 x 100 shares Primary Pegged instruction/displayed 
and ranked at $10.01
Buyer Two: $10.02 x 100 shares Book Only/Price Adjust instruction/
displayed and ranked at $10.01
Buyer Three: $10.02 x 100 shares Book Only/Single Re-Price 
instruction/displayed and ranked at $10.01
Buyer Four: $10.02 x 100 shares Book Only/Hide Not Slide 
instruction/displayed at $10.01 and ranked at $10.015 with 
discretion to $10.02
Buyer Five: $10.03 x 100 shares MidPoint Match/non-displayed at 
$10.015, the midpoint of the NBBO
    Scenario No. 1. Assume the NBO of $10.02 on an away Trading 
Center is executed or cancelled. As a result, the Exchange is at the 
NBBO of $10.01 x $10.03. Upon clearance of the Locking Quotation, 
Buyer Four's order is displayed by the System on the EDGX Book at 
$10.02 and receives a new time stamp. The Exchange established the 
new NBBO of $10.02 x $10.03. Buyer Two's order is displayed by the 
System on the EDGX Book at $10.02 and given a new time stamp behind 
Buyer Four's order. Buyer One's order is displayed by the System on 
the EDGX Book at $10.02 and given a new time stamp behind Buyers 
Four and Two. Buyer Five's order remains non-displayed by the System 
on the EDGX Book and is ranked at $10.025, the new midpoint of the 
NBBO, and is provided a new time stamp. Buyer Three's order remains 
displayed by the System on the EDGX Book at $10.01.
    Seller One enters into the System a Limit Order to sell 500 
shares at $10.01. Seller One's order is executed as follows: 100 
shares against Buyer Five's order at $10.025; 100 shares against 
Buyer Four's order at $10.02; 100 shares against Buyer Two's order 
at $10.02; 100 shares against Buyer Five's order at $10.01; and 100 
shares against Buyer Three's order at $10.01.
    Scenario No. 2. Buyer Six enters into the System an ISO buy 
order with a limit price of $10.02 and a TIF instruction of Day. 
Buyer Six's order is displayed by the System on the EDGX Book at 
$10.02 and locks the NBBO. The Exchange's BBO is now $10.02 x $10.03 
and the buy orders will be ranked by the System as follows: Buyer 
Four's order is now displayed by the System on the EDGX Book at 
$10.02, receives a new time stamp and is ranked behind Buyer Six. 
Buyer Two's order is displayed by the System on the EDGX Book at 
$10.02, receives a new time stamp and is ranked behind Buyers Six 
and Four. Buyer One's order is displayed by the System on the EDGX 
book at $10.02, receives a new time stamp and is ranked behind 
Buyers Six, Four, and Two. The NBBO is updated to $10.02 x $10.02 
resulting in a locked market. Buyer Two's order remains displayed by 
the System on the EDGX Book at $10.01. Buyer Five's order is not 
executable because the NBBO is locked and Mid-Point Match Orders are 
not eligible for execution during a locked market.
    Seller One enters into the System a Limit Order to sell 500 
shares at $10.01 and it is executed as follows: 100 shares against 
Buyer Six's order at $10.02; 100 shares against Buyer Four's order 
at $10.02; 100 shares against Buyer Two's order at $10.02; 100 
shares against Buyer One's order at $10.01; and 100 shares against 
Buyer Three's order at $10.01.
Reserve Quantity Priority
    The Exchange proposes to amend Rule 11.9(a)(6) to modify the 
description of the priority of an order with a Reserve Quantity and to 
amend certain terms to be consistent with the order type clarification 
under proposed Rules 11.6 and 11.8.
    For both the Fixed Replenishment and Random Replenishment 
instruction, the displayed quantity receives a new time stamp each time 
it is replenished from the Reserve Quantity. The Reserve Quantity 
retains the time stamp of its original entry. Current Rule 11.8(a)(6) 
discusses the priority of the Reserve Quantity of an order and states 
that ``[a] new time stamp is created both for the refreshed and 
reserved portion of the order each time it is refreshed from reserve.'' 
The Exchange proposes to amend this description to state that a new 
time stamp is created only for the displayed quantity of the order each 
time it is replenished from Reserve Quantity. In addition, as discussed 
above, proposed Rule 11.8(m)(1) states that a new time stamp is created 
for the portion of the order with a Displayed instruction each time it 
is replenished from the Reserve Quantity, while the Reserve Quantity 
retains the time-stamp of its original entry.

    Example.  Assume a Limit Order to buy 2,000 shares at $100 is 
entered with a Displayed instruction for a quantity of 500 shares. 
The order defaults to a Fixed Replenishment instruction of 500 
shares, equal to its initial displayed quantity. An inbound Market 
Order to sell arrives for 490 shares and executes against the 
displayed quantity of 500 shares. As per the Fixed Replenishment 
instructions, 500 shares are deducted from the Reserve Quantity and 
added to the displayed quantity of 10 shares. The now displayed 500 
shares and remaining 10 shares are both given a new identical time 
stamp as of the time of replenishment and displayed as a single 
order for 510 shares on the EDGX Book.
Additional Clarifications
    The Exchange also proposes to make additional clarifying and 
conforming

[[Page 44541]]

changes to proposed Rule 11.9. First, the Exchange proposes to add 
titles to Rules 11.9(a)(3)-(8). These titles are not intended to alter 
the meaning of these subsections; they simply seek to assist the reader 
in identifying the topic each subsection is to address. Second, the 
Exchange proposes to replace the term, ``Market participants'' under 
Rule 11.9(a)(3) with the term ``Users.'' Lastly, the Exchange proposes 
to update the cross-reference in Rule 11.9(a)(4) from Rule 11.5(e), 
Cancel/Replace Messages, to proposed Rule 11.10(e), Cancel Replace 
Messages. As discussed below, the Exchange proposes to relocate the 
text of Rule 11.5(e) and renumber it as Rule 11.10(e).
Organizational and Ministerial Changes to Rule 1.5, Rule 8.15, and 
Chapter XI
    The Exchange also proposes to make a series of organizational, 
conforming changes to internal references, and clarifying changes to 
Rule 1.5, Rule 8.15, and Chapter XI. These changes are:
     Rules 1.5 and 8.15, update internal cross-references to 
rules in Chapter XI to reflect the renumbering of certain rules;
     Rule 11.5(e), Cancel/Replace Messages, would be renumbered 
and relocated to proposed Rule 11.10(e); \71\
---------------------------------------------------------------------------

    \71\ The Exchange also proposed to amend paragraph (e)(1) of 
proposed renumbered Rule 11.10 to state that orders may only be 
cancelled or replaced if the order has a TIF instruction other than 
IOC and FOK and if the order has not yet been executed in its 
entirety.
---------------------------------------------------------------------------

     The content of Rule 11.6, Units of Trading, would be 
amended (described above) and included as a set of defined terms in 
proposed Rule 11.6, Definitions, as Rule 11.6(s);
     The content of Rule 11.7, Price Variations, would be 
relocated and included as a set of defined terms in proposed Rule 11.6, 
Definitions, as Rule 11.6(i) (described above);
     Current Rule 11.8, Priority of Orders is to be amended and 
renumbered as Rule 11.9 (described above).
     Exchange Rule 1.5(dd) defines ``Top of Book'' as ``the 
best-ranked order to buy (or sell) in the EDGX Book as ranked pursuant 
to Rule 11.8.'' As a result of Rule 11.8 being renumbered to Rule 11.9, 
the Exchange proposes to amend the cross reference to Rule 11.8 in Rule 
1.5(dd) to reflect Rule 11.9;
     Rule 11.9, Order Execution, would be renumbered as Rule 
11.10;
     Rule 11.9(b), Routing, and 11.9(c), Priority of Routed 
Orders, would be removed in their entirety from Rule 11.9 and relocated 
to form a new standalone Rule 11.11, Routing to Away Trading Centers;
     Rules 11.9(d), Display of Automated Quotations, would be 
renumbered as Rule 11.10(b);
     Rule 11.9(e), Self-Help, would be renumbered as Rule 
11.10(c);
     Rule 11.9(f), Anti-Internalization Qualifier (``AIQ''), 
would be renumbered as Rule 11.10(d) and renamed ``EdgeRisk Self Trade 
Prevention (``ERSTP''). All referenced to ``AIQ'' would be replaced 
with ``ERSTP'';
     Rule 11.9(g), Market Access, would be relocated and 
renumbered as Rule 11.11(i);
     Rule 11.10, Trade Execution and Reporting, would be 
renumbered and renamed as Rule 11.12, Trade Reporting. The Exchange 
believes this name change more accurately reflects to the requirements 
of the rule;
     Rule 11.11, Clearance and Settlement; Anonymity, would be 
renumbered as Rule 11.13;
     Rule 11.12, Limitation of Liability, would be renumbered 
as Rule 11.14;
     Rule 11.13, Clearly Erroneous Executions, would be 
renumbered at Rule 11.15;
     Rule 11.14, Trading Halts Due to Extraordinary Market 
Volatility, would be renumbered as Rule 11.16;
     Rule 11.15, Short Sales, would be renumbered and relocated 
as Rule 11.10(a)(5);
     The content of Rule 11.16(a), Locking or Crossing 
Quotations in NMS Stocks, would be relocated to Rule 11.6, Definitions. 
The content of Rule 11.16(b), (c), and (d) would be relocated and 
renumbered as Rule 11.10(f), Locking and Crossing Quotations in NMS 
Stocks;
     Rule 11.17, Reserved, would be deleted;
     Rule 11.18, Registration of Market Makers, would be 
renumbered as Rule 11.17;
     Rule 11.19, Obligations of Market Maker Authorized 
Traders, would be renumbered at Rule 11.18;
     Rule 11.20, Registration of Market Makers in a Security, 
would be renumbered as Rule 11.19;
     Rule 11.21, Obligations of Market Makers, would be 
renumbered at Rule 11.20. Rule 11.21 would be entitled, ``Retail 
Orders'' as described below; and
     Rule 11.22, Input of Accurate Information would be 
relocated and renumbered as Rule 11.5.
Order Execution (renumbered Rule 11.10)
    The Exchange also proposes to make a series of ministerial changes 
to proposed Rule 11.10, Order Execution. First, the Exchange proposes 
to amend Rule 11.10(a)(3)(A) to clarify that it includes orders with a 
TIF instruction of FOK. Currently, proposed Rule 11.10(a)(3)(A) states 
``where a non-routable buy (sell) order is entered into the System at a 
price less (greater) than or equal to the Upper (Lower) Price Band, 
such order will be posted to the EDGX Book or executed, unless (i) the 
order that is an IOC Order, in which case it will be cancelled if not 
executed, or (ii) the User has entered instructions to cancel the 
order.'' As amended, subsection (i) of Rule 11.10(a)(3)(A) would state 
that an order with a TIF of IOC or FOK will be cancelled and not posted 
to the EDGX Book in such circumstances.
    Second, the Exchange proposes to amend proposed Rule 11.10(a)(4) to 
clarify the treatment of orders upon receipt by the System. Proposed 
Rule 11.9(a)(4) currently states that ``[a]n incoming order shall first 
attempt to be matched for execution against orders in the EDGX Book.'' 
The Exchange proposes to revise this language to state that the order 
will be matched for execution against orders on the EDGX Book unless 
the User includes a Post Only instruction \72\ to the order or 
instructs the System to bypass the EDGX Book and route the order to an 
away Trading Center in accordance with Exchange Rules. This amendment 
allows a User to specify instructions: (i) To route to an away Trading 
Center; or (ii) for the order to be posted to the EDGX Book and not 
immediately execute against resting liquidity upon receipt by the 
System.
---------------------------------------------------------------------------

    \72\ The Exchange notes that an order with a Post Only 
Instruction and a Price Adjust or Hide Not Slide instruction will 
remove contra-side liquidity from the EDGX Book if the order is an 
order to buy or sell a security priced below $1.00 or if the value 
of such execution when removing liquidity equals or exceeds the 
value of such execution if the order instead posted to the EDGX Book 
and subsequently provided liquidity, including the applicable fees 
charged or rebates provided. See proposed Exchange Rule 11.6(n)(4).
---------------------------------------------------------------------------

    Third, the Exchange proposes to amend current Rule 11.9(a)(2) 
(renumbered as Rule 11.10(a)(2) to clarify the treatment of orders 
entered during the Pre-Opening Session or Post-Closing Session. Current 
Rule 11.9(a)(2) states that for any execution to occur during Regular 
Trading Hours, the price must be equal to or better than the Protected 
NBBO, unless the order is marked ISO or unless the execution falls 
within another exception set forth in Rule 611(b) of Regulation NMS. 
Current Rule 11.9(a)(2) also states that for any execution to occur 
during the Pre-Opening Session or the Post-Closing Session, the price 
must be equal to or better than the highest bid or lowest offer. The 
Exchange proposes to clarify

[[Page 44542]]

that an execution will occur during the Pre-Opening Session or the 
Post-Closing Session at a price equal to or better than the highest bid 
or lowest offer on the EDGX Book or disseminated by the responsible 
single plan processor, unless the order is marked ISO. Thus, the 
proposed text will make clear that the System accepts orders marked ISO 
during the Pre-Opening Session and Post-Closing Session, and will 
execute orders marked ISO regardless of the highest bid or lowest 
offer.
    Fourth, current Exchange Rule 11.9(d) (renumbered as Rule 
11.10(b)), Display of Automated Quotations, states that the Exchange 
shall communicate to Users its procedures concerning a change from 
automated to ``manual quotations'' (as defined in Regulation NMS) when 
the System is incapable of displaying automated quotations. The 
Exchange proposes to amend this rule to clarify that that when a system 
malfunction renders the System incapable of displaying automated 
quotations, the System will be disabled by the Exchange and will be 
unable to accept any orders. The Exchange also proposes to amend the 
rule to clarify that the Exchange shall promptly communicate to Users 
the unavailability of the System.
    Lastly, as described more fully above, the Exchange proposes to 
update various rule cross-references to reflect the proposed re-
numbering of certain rules within Chapter XI.
Rule 11.9(b), Routing (Proposed Rule 11.11)
    The Exchange proposes to amend Rule 11.9(b)(2) (renumbered as Rule 
11.11(a)) to describe which re-pricing instructions to comply with Rule 
201 of Regulation SHO may apply to the unexecuted portion of an order 
routed to an away Trading Center when a Short Sale Circuit Breaker is 
in place. The rule currently provides, in part, that ``[f]or any other 
order ineligible for routing due to a short sale price test 
restriction, the Exchange will post the unfilled balance of the order 
to the EDGX Book, treat the order as if it was an EDGX Only Order, and 
subject it to the short sale price sliding process, as described in 
[current] Rule 11.5(c)(4).'' The Exchange proposes a conforming 
amendment to this rule to reflect that the default process is the Short 
Sale Price Adjust instruction, rather than the Short Sale Price Sliding 
instruction, unless the User has elected to use an alternative process 
as described in proposed Rule 11.6(l) or to have the ordered Cancel 
Back as described in Rule 11.6(b). The Exchange also proposes to remove 
the reference to the EDGX Only Order because it is no longer classified 
as a standalone order type.
    The Exchange also proposes to amend Exchange Rule 11.9(b)(1)(C), 
Routing of Market Orders (renumbered as Rule 11.11(e)) to be consistent 
with current System functionality. Currently, Rule 11.9(b)(1)(C) 
states, in part, that where a Market Order is routed to an away Trading 
Center for execution, any unexecuted portion returned to the Exchange 
will be treated as follows:

    Depending on parameters set by the User when the incoming order 
was originally entered, the System will either: (i) process the 
unfilled balance of an order as a EDGX Only Order pursuant to Rule 
11.5(c)(4), or (ii) repeat the process described in paragraph (a)(4) 
above and this paragraph (b)(1)(C) by executing against the EDGX 
Book and/or routing orders to other market centers until the 
original, incoming order is executed in its entirety.

    The Exchange proposes to delete this language from Rule 
11.9(b)(1)(C) and to add new language to proposed renumbered Rule 
11.11(e) to reflect that any unexecuted portion of a Market Order that 
is returned to the System will be cancelled back to the User. This 
language reflects current System functionality.
Retail Orders, Proposed Rule 11.21
    The Exchange also proposes to add proposed Rule 11.21, Retail 
Orders. Currently, Footnote 4 of the Exchange's Fee Schedule: (i) 
Defines a ``Retail Order;'' (ii) provides an attestation requirement 
for Members to comply with when sending Retail Orders to the Exchange; 
and (iii) allows Members to designate orders as Retail Orders on an 
order-by-order basis or default certain of their FIX ports as ``Retail 
Order Ports.'' The Exchange proposes to move the definition of ``Retail 
Order'' and the related attestation requirements from Footnote 4 of the 
Fee Schedule to proposed Rule 11.21, Retail Orders. The Exchange does 
not propose to change any of the requirements of its Retail Order 
program.
    Like Footnote 4 of the Fee Schedule, proposed Rule 11.21(a) will 
define a ``Retail Order'' as an order that: (i) Is an agency order or 
riskless principal order that meets the criteria of FINRA Rule 5320.03 
that originates from a natural person; (ii) is submitted to EDGX by a 
Member, provided that no change is made to the terms of the order; and 
(iii) does not originate from a trading algorithm or any other 
computerized methodology.''
    The Exchange would continue to require under proposed Rule 11.21(b) 
that Members sign a written attestation, in a form prescribed by the 
Exchange, that they have implemented policies and procedures that are 
reasonably designed to ensure that substantially all orders designated 
by the Member as Retail Orders comply with the above requirements. 
Proposed Rule 11.21(c) would carry from the Fee Schedule the 
requirement that, if the Member represents Retail Orders from another 
broker-dealer customer, that the Member's supervisory procedures be 
reasonably designed to assure that the orders it receives from such 
broker dealer customer that it designates as Retail Orders meet the 
definition of a Retail Order. The Member must (i) obtain an annual 
written representation from each broker-dealer customer that sends it 
orders to be designated as Retail Orders that entry of such orders as 
Retail Orders will be in compliance with the requirements specified by 
the Exchange, and (ii) monitor whether its broker-dealer customer's 
Retail Order flow continues to meet the applicable requirements.
    Proposed Rule 11.21(d) will continue to specify that Members will 
only be able to designate their orders as Retail Orders on either an 
order-by-order basis using FIX ports or by designating certain of their 
FIX ports at the Exchange as ``Retail Order Ports.'' Proposed Rule 
11.21(e) will continue to permit Members to designate that their Retail 
Orders be identified as Retail on the EDGX Book Feed, rather than by 
their MPID. A Member may elect that their Retail Orders be identified 
as Retail on an order-by-order basis or instruct the Exchange to 
identify all its Retail Orders as Retail on a port-by-port basis where 
that port is also designated as a Retail Order Port. However, if a 
Member instructs the Exchange to identify all its orders as Retail on a 
Retail Order Port, it will not be able to designate any Retail Order 
from that port as Attributable or as Non-Attributable.
    The Exchange believes that including the definition of Retail Order 
and related attestation requirements under Chapter XI as Rule 11.21 is 
appropriate because these provisions reflect functional and 
definitional aspects of the Exchange's Retail Order program, not merely 
fee-related information. Including the descriptions of the Exchange's 
Retail Order program with other rules related to order types should 
help increase the clarity and transparency of the Exchange's rulebook.
2. Statutory Basis
    The Exchange believes that its proposal to amend and reorganize its 
rules to provide additional specificity regarding the functionality of 
the

[[Page 44543]]

Exchange's System, including the operation of its order types and order 
instructions, is consistent with the requirements of the Act and the 
rules and regulations thereunder that are applicable to a national 
securities exchange, and, in particular, with the requirements of 
Section 6(b) of the Act.\73\ In particular, the proposal is consistent 
with Section 6(b)(5) of the Act,\74\ because it would 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, and, 
in general, protect investors and the public interest. The proposed 
rule change also is designed to support the principles of Section 
11A(a)(1) \75\ of the Act in that it seeks to assure fair competition 
among brokers and dealers and among exchange markets. The Exchange 
believes that the reorganized and enhanced descriptions of the 
Exchange's order types, order instructions, and System functionality 
would promote just and equitable principles of trade and remove 
impediments to a free and open market by providing greater transparency 
concerning the operation of the Exchange. The Exchange also believes 
that the proposed amendments will contribute to the protection of 
investors and the public interest by making the Exchange's rules easier 
to understand. Moreover, the Exchange believes that the additional 
clarity, transparency and readability of the proposed rule change would 
promote the efficient execution of investor transactions, and thus 
strengthen investor confidence in the market. In addition, the Exchange 
believes that additional specificity in its rules will lead to a better 
understanding of the Exchange's operation, thereby facilitating fair 
competition among brokers and dealers and among exchange markets. In 
particular, the Exchange believes that the revised descriptions of the 
Exchange's order types, order instructions, and System functionality 
will provide Members, Users, and the investing public further 
clarification about how the Exchange operates.
---------------------------------------------------------------------------

    \73\ 15 U.S.C. 78f(b).
    \74\ 15 U.S.C. 78f(b)(5).
    \75\ 15 U.S. C. 78k-1(a)(1).
---------------------------------------------------------------------------

Opening Process
    The newly added description of the Opening Process in Rule 11.7 is 
designed to promote just and equitable principles of trade and remove 
impediments to, and perfect the mechanism of, a free and open market 
system because it would describe: (i) Which orders may participate in 
the process; (ii) how the price of the Opening Transaction is 
determined; and (iii) the process for late openings and re-openings.
    The Exchange believes setting the price of the Opening Process at 
the midpoint of the first NBBO disseminated after 9:30:00 a.m. Eastern 
Time will promote just and equitable principles of trade, removes 
impediments to, and perfect the mechanism of, a free and open market 
and a national market system because it enables the System to execute 
the Opening Process at a price that is objectively established by the 
market for the security. In addition, the Exchange believes that it is 
reasonable to set the price of the Opening Process for securities 
listed on either the NYSE or NYSE MKT at the midpoint of the: (i) First 
NBBO subsequent to the first reported trade on the listing exchange 
after 9:30:00 a.m. Eastern Time; or (ii) then prevailing NBBO when the 
first two-sided quotation published by the listing exchange after 
9:30:00 a.m. Eastern Time, but before 9:45:00 a.m. Eastern Time if no 
first trade is reported within one second of publication of the first 
two-sided quotation by the listing exchange. The Exchange believes it 
is reasonable to require a first reported trade or two-sided quotation 
for securities listed on the NYSE or NYSE MKT because those markets do 
not operate a pre-market trading session during which Members, Users, 
and the investing public may discover the market price for a security. 
Therefore, the Exchange believes utilizing the first NBBO subsequent to 
the first reported trade or then prevailing NBBO when the first two-
sided quotation is published promotes just and equitable principles of 
trade because it ensures a midpoint price that the Exchange believes 
accurately reflects the market for the security. The Exchange also 
believes it is reasonable to set the price of the Opening Process for 
NYSE and NYSE MKT securities at the then prevailing NBBO when the first 
two-sided quotation is published by the listing exchange when no first 
trade is reported within one second of publication of the first two-
sided quotation. At times, no first trade is reported immediately 
following the publication of the first two-sided quotation. This is 
common in less liquid securities. Setting the price of the Opening 
Process at the then prevailing mid-point in such circumstances would 
permit the System to open the security in a timely manner at a price 
that is objectively determined by the market for the security.
    In addition, the Exchange believes the Opening Process following a 
halt, suspension, or pause is designed to promote just and equitable 
principles of trade. Under proposed Rule 11.7(e), re-openings will 
occur at the midpoint of the: (i) First NBBO subsequent to the first 
reported trade on the listing exchange following a halt, suspension, or 
pause; or (ii) then prevailing NBBO when the first two-sided quotation 
is published by the listing exchange following the resumption of 
trading after a halt, suspension, or pause if no first trade is 
reported within one second of publication of the first two-sided 
quotation by the listing exchange. Like when pricing the Opening 
Process for securities listed on the NYSE and NYSE MKT discussed above, 
the Exchange also believes it is reasonable to require a first reported 
trade or two-sided quotation prior to opening a security because no 
trading occurs during a halt, suspension or pause during which Members, 
Users, and the investing public may gauge the market for a security. 
Therefore, the Exchange believes calculating a midpoint price at which 
to re-open a security following a halt, suspension, or pause as 
described above promotes just and equitable principles of trade because 
it ensures a midpoint price that accurately reflects the market for the 
security.
    The operation of the Contingent Open under proposed Rule 11.7 is 
designed to promote just and equitable principles of trade and remove 
impediments to, and perfect the mechanism of, and free and open market 
system because it would enable the System to transition to the Regular 
Session in a timely manner where a security has not opened on the 
relevant listing exchange. In the Exchange's experience, most 
securities are open by 9:45:00 a.m. Eastern Time. However, at times, a 
security may not open by 9:45:00 a.m. This is common in less liquid 
securities. The Exchange notes that other exchanges that do not employ 
an opening process may begin trading the security at 9:30:00 a.m. 
Eastern Time despite the security not being open on the relevant 
listing exchange.\76\ The Exchange believes it is reasonable to 
transition to the Regular Session pursuant to the Contingent Open 
process under proposed Rule 11.7 so that orders may be placed by the 
System on the EDGX Book, cancelled, executed, or routed to away Trading

[[Page 44544]]

Centers in accordance with proposed renumbered Rule 11.11. 
Notwithstanding the occurrence of a Contingent Open, the Exchange 
believes it is reasonable to not place MidPoint Match Orders on the 
EDGX Book until the conditions set forth under proposed Rule 11.7(c) 
for determining the price of the Opening Process have been met. 
MidPoint Match Orders are only eligible to execute at the midpoint of 
the NBBO.\77\ An NBBO may not be available for the Exchange to 
calculate a midpoint until the conditions under Rule 11.7(c) occur.
---------------------------------------------------------------------------

    \76\ NSX Rule 1.5(R) defining ``Regular Trading Hours'' as ``the 
time between 9:30 a.m. and 4:00 p.m. Eastern Time.'' NSX Rules do 
not account for an opening process. CHX Article 20, Rule 1 stating 
that the regular trading session begins at 8:30 Central Time. Like 
the NSX, CHX Rules do not account for an opening process.
    \77\ See current Exchange Rule 11.5(c)(7) and proposed Exchange 
Rule 11.8(d).
---------------------------------------------------------------------------

    Lastly, proposed Exchange Rule 11.7 is similar to, and based on, 
ISE Rule 2106. Unlike, ISE Rule 2106, Exchange Rule 11.7(d) contains 
provisions for late openings if the conditions in proposed Rules 
11.7(c)(1) and (2) are not satisfied.\78\ Also unlike ISE Rule 2106, 
proposed Rule 11.7 permits the Exchange to alternatively set the price 
of the Opening Process for securities listed on either the NYSE or NYSE 
MKT at the midpoint of the then prevailing NBBO when the first two-
sided quotation published by the relevant listing exchange after 
9:30:00 a.m. Eastern Time, but before 9:45:00 a.m. Eastern Time if no 
first trade is reported by the listing exchange within one second of 
publication of the first two-sided quotation by the listing exchange.
---------------------------------------------------------------------------

    \78\ See Securities Exchange Act Release No. 54287 (August 8, 
2006), 71 FR 46947(August 15, 2006) (SR-ISE-2006-48).
---------------------------------------------------------------------------

Order Types and Order Instructions
    Similarly, the Exchange believes that the proposed changes to its 
rulebook related to order types and order instructions provide further 
clarification to Members, Users, and the investing public regarding the 
operation of the Exchange's order types and order instructions. Unless 
otherwise stated, the Exchange is not proposing to substantively modify 
the operation of any of the current defined order types or instructions 
or the operation of the System. The Exchange believes the proposed 
amendments will provide greater transparency regarding the Exchange's 
order types, order instructions, and System functionality.
Re-Pricing
    The Exchange believes that the proposed clarification of its re-
pricing instructions are consistent with Section 6(b)(5) of the 
Act,\79\ as well as Rule 610 of Regulation NMS \80\ and Rule 201 of 
Regulation SHO.\81\ The Exchange is not modifying the overall existing 
functionality of its re-pricing instructions, which, to avoid becoming 
a Locking Quotation or Crossing Quotation or to comply with Rule 201 of 
Regulation SHO, displays orders at permissible prices while in some 
cases retaining a different non-displayed, ranked price at which the 
User is willing to buy or sell. Instead, the Exchange proposes to 
describe the re-pricing instructions currently available to Users by 
introducing and defining four new instructions in proposed Rule 11.6(l) 
with regard to Regulation NMS compliance--Price Adjust, Hide Not Slide, 
Single Re-Price,\82\ and Routed and Returned Re-Pricing, and three new 
instructions with regard to Regulation SHO compliance--Short Sale Price 
Adjust, Short Sale Price Sliding, and Short Sale Single Re-Price.\83\ 
The Exchange also proposes to describe in its rules the re-pricing 
instruction for orders with a Non-Displayed instruction. The Exchange 
believes these further clarifications of its re-pricing instructions 
will provide increased transparency to Members, Users, and the 
investing public regarding how orders with a re-pricing instruction are 
to be handled and displayed by the System.
---------------------------------------------------------------------------

    \79\ Id.
    \80\ 17 CFR 242.610.
    \81\ 17 CFR 242.201.
    \82\ The Exchange notes that other exchanges offer similar 
functionality. See Nasdaq Rule 4751(f)(7) (Price to Comply Order), 
BZX Rule 11.9(g)(1) (Display-Price Sliding), BYX 11.9(g)(1) 
(Display-Price Sliding), and CHX Rule Art. I, Rule 2(b)(1)(C)(i) 
(NMS Price Sliding).
    \83\ Other exchanges utilize similar re-pricing processes. See 
e.g., CHX Art. I, Rule 2(b)(1)(C), BZX Rules 11.9(c)(4), (6) and 
11.9(g)(2), BYX Rules 11.9(c)(4), (6) and 11.9(g)(2), and Nasdaq's 
``Re-pricing of Orders during Short Sale Period'' described in 
Nasdaq Rule 4763(e).
---------------------------------------------------------------------------

    Rule 610(d) of Regulation NMS 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.'' \84\ Such rules must be ``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.'' \85\ Similarly, Rule 201 of Regulation SHO \86\ 
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. Thus, the re-pricing instructions offered 
by the Exchange are designed to comply with Rule 610(d) and Rule 201 by 
assisting Users in displaying and executing orders at permissible 
prices. In addition, as described in further detail below, the Exchange 
notes that other exchanges offer similar functionality.\87\
---------------------------------------------------------------------------

    \84\ 17 CFR 242.610(d).
    \85\ Id.
    \86\ 17 CFR 242.201.
    \87\ See Nasdaq Rule 4751(f)(7) (Price to Comply Order), BZX 
Rule 11.9(g)(1) (Display-Price Sliding), BYX 11.9(g)(1) (Display-
Price Sliding), and CHX Rule Art. I, Rule 2(b)(1)(C)(i) (NMS Price 
Sliding). See also CHX Art. I, Rule 2(b)(1)(C), BZX Rules 
11.9(c)(4), (6) and 11.9(g)(2), BYX Rules 11.9(c)(4), (6) and 
11.9(g)(2), and Nasdaq's ``Re-pricing of Orders during Short Sale 
Period'' described in Nasdaq Rule 4763(e).
---------------------------------------------------------------------------

    The Exchange notes that an order that, if displayed at its limit 
price, would be a Locking Quotation or Crossing Quotation, would be 
automatically defaulted by the System to the Price Adjust instruction, 
unless the User affirmatively elects an alternative instruction: (i) 
The Cancel Back instruction; (ii) the Hide Not Slide instruction; or 
(iii) the Single Re-Price instruction. Users who do not prefer the 
defaulted re-pricing instruction are free to select another re-pricing 
instruction or to select the Cancel Back instruction. The Exchange 
believes it is reasonable to default orders to the Price Adjust 
instruction because such instruction most closely aligns with the 
purpose of an order sent to the Exchange with a re-pricing instruction 
generally. The use of a re-pricing instruction indicates the User's 
intent to forgo an execution in order to post to the Exchange's order 
book and to receive a rebate upon execution rather than paying a fee to 
remove liquidity on the Exchange or routing to an away Trading Center. 
Orders utilizing the Price Adjust instruction would be posted to the 
EDGX Book and receive a rebate when executed because they act as 
liquidity providers. While an order utilizing the Hide Not Slide 
instruction would receive a rebate when executed at its displayed price 
or at the Locking Price, it may also pay a fee if executed at the 
midpoint of the NBBO. In addition to paying a fee rather than receiving 
a rebate, an execution at the midpoint of the NBBO is a worse price 
(i.e., higher for a buy order or lower for a sell order), than an 
execution at a price that has been re-priced pursuant to the Price 
Adjust instruction. Therefore, the Exchange believes defaulting to the 
Price Adjust instruction is designed to promote just and equitable 
principles of trade because it is designed to assist market 
participants in better controlling their execution costs and is the re-

[[Page 44545]]

pricing instruction most closely aligned with the general intent re-
pricing instructions generally.
    The Exchange also believes that ranking orders with a Hide Not 
Slide instruction or orders with a Non-Displayed instruction at the 
midpoint of the NBBO is designed to promote just and equitable 
principles of trade and remove impediments to, and perfect the 
mechanism of, and free and open market system. Ranking to the mid-point 
of the NBBO in such cases would enable the System to avoid an internal 
cross on the EDGX Book (e.g., an order to buy (sell) that is priced 
higher (lower) than a Mid-Point Match order to sell (buy)). The 
Exchange believes an internally crossed book is not indicative of a 
fair and orderly market because a User may receive a worse price if its 
order is executed during a crossed market rather than if the System 
executed the trade while the EDGX Book was not internally crossed. 
Therefore, the Exchange believes the proposed rule change will promote 
just and equitable principles of trade, removes impediments to, and 
perfects the mechanism of, a free and open market and a national market 
system.
    The Exchange also believes that ranking orders with a Hide Not 
Slide instruction or orders with a Non-Displayed instruction at the 
midpoint of the NBBO, which can be a sub-penny increment, is consistent 
with Rule 612 of Regulation NMS and Rule 610(d) under Regulation NMS, 
as they are temporary price points that allow the Exchange to avoid an 
internally crossed book.\88\ Rule 612 generally prohibits a national 
securities exchange from displaying, ranking or accepting a bid, offer 
or order in any NMS stock priced in an increment smaller than $0.01 if 
such bid, offer or order is priced at $1.00 per share or greater. In 
the Adopting Release for Regulation NMS,\89\ the Commission stated 
that:
---------------------------------------------------------------------------

    \88\ 17 CFR 242.610(d).
    \89\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496 at 37556 (June 29, 2005).

    Rule 612 will not prohibit a sub-penny execution resulting from 
a midpoint or volume weighted algorithm or from price improvement, 
so long as the execution did not result from an impermissible sub-
penny order or quotation. The Commission believes at this time that 
trading in sub-penny increments does not raise the same concerns as 
sub-penny quoting. Sub-penny executions do not cause quote 
flickering and do not decrease depth at the inside quotation. Nor do 
they require the same systems capacity as would sub-penny quoting. 
In addition, sub-penny executions due to price improvement are 
---------------------------------------------------------------------------
generally beneficial to retail investors.

    The Exchange's proposal is consistent with the above stated policy 
articulated by the Commission permitting sub-penny trades resulting 
from midpoint executions in recognition of the price improvement 
benefits to retail investors.\90\ The Exchange also notes that 
permitting an execution in a sub-penny increment under certain limited 
circumstances is consistent with the rules of other exchanges, 
including the Exchange, in the form of midpoint orders.\91\
---------------------------------------------------------------------------

    \90\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496 at 37556 (June 29, 2005).
    \91\ See BATS Rule 11.9(c)(9) (``Mid-Point Peg Order''); see 
also NASDAQ Rule 4751(f)(4) (``Midpoint Peg Order''); NYSE Arca 
Equities Rule 7.31(h)(5) (``Mid-Point Passive Liquidity Order''); 
EDGX Rule 11.5(c)(7) (``Mid-Point Match Order''). The order types 
listed above are not displayed but can execute at the mid-point of 
the NBBO, including in penny-wide markets.
---------------------------------------------------------------------------

    The Exchange also believes that its proposed Routed and Returned 
Re-Pricing instruction promotes just and equitable principles of trade 
because it is designed to permit routed orders returned to the EDGX 
Book that, if displayed, would be a Locking Quotation or Crossing 
Quotation, to be displayed and re-displayed up to their limit price in 
response to changes in the NBBO. The Exchange believes that it is 
reasonable and appropriate to default an order returning to the EDGX 
Book after having routed to away destinations to the Routed and 
Returned Re-Pricing instruction because it can be presumed that such 
orders are aggressive price takers. The Routed and Returned Re-Pricing 
instruction provides such order access to liquidity at the midpoint of 
the NBBO as well as the ability to execute at the previously locked 
prices on the way to it being ranked to its limit price. The Exchange 
notes that Users who do not prefer the defaulted re-pricing instruction 
are free to select another re-pricing instruction or to select the 
Cancel Back instruction.
    Likewise, the Exchange also believes it is reasonable to default 
Short Sale Orders to the Short Sale Price Adjust instruction because it 
would enable Short Sale Orders to be continuously re-ranked and 
displayed up to their limit price in response to declines in the NBB. 
An order subject to the Short Sale Price Adjust instruction would be 
re-ranked and displayed at the Permitted Price, which is one Minimum 
Price Variation above the current NBB. Following the initial re-
ranking, the order will, to the extent the NBB declines, continue to be 
re-ranked and displayed at the Permitted Price down to the order's 
limit price. Orders subject to the Short Sale Price Sliding instruction 
are only re-ranked once following the initial ranking. Under the Short 
Sale Single Re-Price instruction, the Short Sale Order would not be 
adjusted further to reflect a decline in the NBB following its initial 
ranking. Therefore, the Exchange believes automatically defaulting 
Short Sale Orders to the Short Sale Price Adjust instruction promotes 
just and equitable principles of trade because it would enable the 
order to be displayed and re-displayed up to its limit price by being 
continuously re-priced in response to declines in the NBB. The Exchange 
notes that Users who do not prefer the defaulted re-pricing instruction 
are free to select another re-pricing instruction or to select the 
Cancel Back instruction.
    In addition, the Exchange notes that other exchanges offer 
functionality similar to that proposed by this filing. The Price Adjust 
instruction under proposed Rule 11.6(l)(1)(A) and Hide Not Slide 
instruction under proposed Rule 11.6(l)(1)(B) are similar to Nasdaq's 
Price to Comply under Nasdaq Rule 4751(f)(7). Under Nasdaq Rule 
4751(f)(7), a Price to Comply order is an order that, if, at the time 
of entry, would lock or cross the quotation of an external market, the 
order will be priced to the current low offer (for bids) or to the 
current best bid (for offers) and, like the Exchange's proposed Price 
Adjust instruction, displayed at a price one minimum price increment 
lower than the offer (for bids) or higher than the bid (for offers). 
Unlike Nasdaq's Price to Comply order, a buy (sell) order subject to 
the Price Adjust instruction would also be ranked one Minimum Price 
Variation lower (higher) than the Locking Price. Under the Hide Not 
Slide instruction under proposed Rule 11.6(l)(1)(B), a buy (sell) order 
that, if displayed by the System on the EDGX Book at the time of entry, 
would be a Locking Quotation or Crossing Quotation will also be 
displayed at a price that is one Minimum Price Variation lower (higher) 
than the Locking Price, but, unlike Nasdaq's Price to Comply Order, 
will be ranked at the midpoint of the NBBO with discretion to execute 
at the Locking Price.
    The Price Adjust instruction under proposed Rule 11.6(l)(1)(A) and 
Hide Not Slide instruction under proposed Rule 11.6(l)(1)(B) are 
similar to the display-price sliding functionality set forth in BZX 
Rule 11.9(g) and BYX Rule 11.9(g). Like the functionality offered by 
BZX and BYX, under both the Price Adjust instruction and the Hide Not 
Slide instruction an order will re-priced and displayed at one Minimum 
Price Variation below the NBO (for bids) or

[[Page 44546]]

above the NBB (for offers) and display at the Locking Price when that 
price no longer locks the Protected Quotation. The differences are as 
follows: BZX and BYX offers multiple price sliding, while the Exchange 
does not. Also, under the Price Adjust instruction, an order is ranked 
at its displayed price and under the Hide Not Slide instruction an 
order is ranked at the midpoint of the NBBO, whereas an order subject 
to display-price sliding is ranked at the Locking Price for BZX and 
BYX. In addition, pursuant to Rule 11.13(a)(1) BZX and BYX execute a 
BATS Only Order, in certain circumstances at one-half Minimum Price 
Variation less than the Locking Price for bids, and one-half Minimum 
Price Variation more than the Locking Price for offers, which is 
similar to the operation of orders with a Hide Not Slide instruction.
    The Single Re-price instruction under proposed Rule 11.6(l)(1)(C) 
is similar to Nasdaq's Price to Comply Post Only under Nasdaq Rule 
4751(f)(8). Like an order subject to the Exchange's Single Re-Price 
instruction, a Price to Comply Post Only Order that, ``at the time of 
entry, would create a violation of Rule 610(d) of Regulation NMS under 
the Act by locking or crossing the protected quotation of an external 
market or would cause a violation of Rule 611 of Regulation NMS under 
the Act, the order will also be re-priced and displayed by the System 
to one minimum price increment (i.e., $0.01 or $0.0001) below the 
current NBO (for bids) or to one penny above the current NBB (for 
offers).''
    The Exchange's Short Sale Price Adjust instruction in Rule 
11.6(l)(2) is functionally similar to BZX and BYX Short Sale Price 
Sliding in BZX Rule 11.9(g)(2) and BYX Rule 11.9(g)(2) and Nasdaq's 
``Re-pricing of Orders during Short Sale Period'' described in Nasdaq 
Rule 4763(e). Under both the Exchange's Short Sale Price Adjust 
instruction and Nasdaq's Re-pricing of Orders during Short Sale Period, 
orders that cannot be executed or displayed in compliance with Rule 201 
of Regulation SHO will be re-priced at one minimum price variation 
above the current NBB. The order will continue to be re-priced to 
reflect declines in the NBB down to the order's original limit price. 
BZX and BYX's Short Sale Price Sliding under BZX Rule 11.9(g)(2) and 
BYX Rule 11.9(g)(2) operate in a similar manner but with one non-
material difference: members must elect that their order continue to be 
re-priced to reflect declines in the NBB down to the order's original 
limit price.
Priority
    The Exchange also believes its further clarifications under 
proposed Rule 11.9 to reflect the priority of orders promotes just and 
equitable principles of trade, remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system by 
providing Members, Users, and the investing public with greater 
transparency regarding how the System operates. The Exchange does not 
propose to modify the priority of orders at the same price or the 
operation of the System. The proposed rule change clearly delineates 
the three order priority scenarios that the Exchange utilizes, thereby 
providing valuable, clear information to Members, Users, and the 
investing public on how their orders would be executed. Specifically, 
proposed Rule 11.9 would describe execution priority for orders: (i) At 
a price other than the midpoint of the NBBO; (ii) priced at the 
midpoint of the NBBO; and (iii) buy (sell) orders utilizing 
instructions that result in their being re-priced upon clearance of a 
Locking Quotation. Furthermore, the Exchange believes that the proposed 
rule changes regarding order priority will provide greater transparency 
and further clarity on how the various order types will be assigned 
priority under various scenarios, thereby assisting Members, Users and 
the investing public in understanding the manner in which the System 
may execute their orders.
    The first category of order priority is set forth under proposed 
Rule 11.9(a)(2)(A), which outlines the priority of orders at prices 
other than the mid-point of the NBBO. The Exchange notes that the 
priority under proposed Rule 11.9(a)(2)(A) is substantively consistent 
with current Exchange Rule 11.8(a)(2). The Exchange is simply modifying 
the language to: (i) Further describe that it applies to equally priced 
trading interest at prices other than at the midpoint of the NBBO; and 
(ii) amend the description of order types under proposed Rules 
11.9(a)(2)(A)(i)-(iv) to be consistent with proposed Rule 11.8, Order 
Types. As amended, proposed Rule 11.9(a)(2)(A) would state that the 
System will execute equally priced trading interest within the System 
at prices other than at the midpoint of the NBBO in time priority in 
the following order: (i) The portion of a Limit Order with a Displayed 
instruction; (ii) Limit Orders with a Non-Displayed instruction and the 
Reserve Quantity of Limit Orders; (iii) Limit Orders executed within 
their Discretionary Range; and (iv) Route Peg Orders. The priority 
scheme outlined in proposed Rule 11.9(a)(2)(A) does not modify the 
Exchange's existing functionality; it merely seeks to state that it 
applies to equally priced trading interest at prices other than the 
NBBO. Furthermore, the order priority set forth under Rule 
11.9(a)(2)(A) is similar to the rules of other exchanges.\92\
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    \92\ See BZX Rule 11.12(a)(2); NYSE Arca Rule 7.36(a)(1); and 
Nasdaq Rule 4757.
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    The second category of priority set forth under proposed Rule 
11.9(a)(2)(B) clarifies the priority of orders that are priced at the 
midpoint of the NBBO. The Exchange proposes to execute trading interest 
priced at the midpoint of the NBBO within the System in time priority 
in the following order: (i) Limit Orders to which the Hide Not Slide or 
Routed and Returned instruction has been applied; (ii) MidPoint Match 
Orders; (iii) Limit Order with a Non-Displayed instruction; and (iv) 
Limit Orders executed within their Discretionary Range. The Exchange 
believes it is reasonable and appropriate to grant first priority to 
Limit Orders subject to the Hide Not Slide instruction because they are 
displayed on the EDGX Book one Minimum Price Variation away from the 
Locking Price, while other orders at the mid-point of the NBBO remain 
non-displayed.\93\ In equity markets generally, displayed orders are 
traditionally given first priority over non-displayed orders due to 
their contribution to the price discovery process. Providing second 
priority to MidPoint Match Orders ahead of Limit Orders with a Non-
Displayed instruction, the Reserve Quantity of Limit Orders, and the 
Limit Orders executed within their Discretionary Range is a reasonable 
means by which to encourage Users to add committed mid-point liquidity. 
Members utilizing MidPoint Match Orders are explicitly adding liquidity 
at the mid-point of the NBBO and, thereby, provide the benefit of price 
improving liquidity to Members, Users, and the investing public's 
incoming orders. The Exchange believes that encouraging orders that 
explicitly add liquidity at the mid-point of the NBBO, rather than 
inadvertently, would enhance price improvement opportunities on the 
Exchange by seeking to increase the overall liquidity on the Exchange 
at the mid-point of the NBBO. The Exchange believes providing second 
priority to

[[Page 44547]]

MidPoint Match Orders ahead of other orders at the midpoint of the NBBO 
promotes just and equitable principles of trade because it is designed 
to encourage the use of Mid-Point Match Orders, motivating Members 
seeking price improvement to direct their orders to EDGX because they 
would have a heightened expectation of liquidity at the midpoint of the 
NBBO.
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    \93\ Under proposed Rule 11.6(l)(1)(B), buy (sell) orders 
subject to the Hide Not Slide instruction will be displayed at a 
price that is one Minimum Price Variation lower (higher) than the 
Locking Price, will be ranked at the midpoint of the NBBO with 
discretion to execute at the Locking Price.
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    The third category of order priority set forth under proposed Rule 
11.9(a)(2)(C) clarifies the priority of orders that utilize 
instructions that result in their being re-priced contingent upon a 
Locking Quotation or Crossing Quotation no longer existing. In such 
case, the System would re-price such orders to the Locking Price. 
Proposed Rule 11.9(a)(2)(C) would state that where an order is re-
priced to the Locking Price after the Locking Quotation or Crossing 
Quotation no longer exists, the System will re-rank and display such 
orders at the Locking Price in time priority in the following order: 
(i) ISO with a TIF instruction of Day that establishes a new NBBO at 
the Locking Price; (ii) Limit Orders to which the Hide Not Slide or 
Routed and Returned instruction has been applied; (iii) Limit Orders to 
which the Price Adjust instruction has been applied; and (iv) orders 
with a Pegged instruction. The Exchange believes it is reasonable and 
appropriate to grant first priority in such circumstances to ISOs with 
a TIF instruction of Day because such orders cause the Locking Price to 
clear resulting in a new NBBO. The Exchange also believes that granting 
second priority to Limit Orders subject to the Hide Not Slide 
instruction is also appropriate because prior to the Locking Quotation 
or Crossing Quotation existing, these orders were eligible to be 
executed, Non-Displayed, at the Locking Price. In addition, Limit 
Orders subject to the Hide Not Slide instruction are more aggressively 
priced when a Locking Quotation or Crossing Quotation does not exist 
than orders subject to the Price Adjust instruction. Therefore, the 
Exchange believes the above priority promotes just and equitable 
principles of trade because it is designed to grant priority to orders 
that are the first to establish a new price point, thereby contributing 
to the price discovery process, and appropriately awards priority to 
orders based on the aggressiveness of their pricing.
    The Exchange also believes that proposed Rule 11.9(a)(2)(D) 
furthers the objectives of Section 6(b)(5) of the Act,\94\ because it 
is designed to promote just and equitable principles of trade, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system. Proposed Rule 11.9(a)(2(D) further 
clarifies current order priority of orders that are displayed on the 
EDGX Book due in certain circumstances. Specifically, proposed Rule 
11.9(a)(2)(D) clarifies that, for purposes of priority under proposed 
Rule 11.9(a)(2)(A) and (B): (i) ISOs and NBBO Offset Peg Order are to 
be treated as Limit Orders; (ii) orders subject to a re-pricing 
instruction to comply with Rule 201 of Regulation SHO under proposed 
Rule 11.6(l)(2), including Market Orders that are displayed on the EDGX 
Book pursuant to proposed Rule 11.8(a)(4), maintain the same priority 
as Limit Orders with a Displayed instruction; and (iii) non-routable 
Market Orders that are posted by the System to the EDGX Book at the 
price of the Upper or Lower Price Band in accordance with proposed Rule 
11.8(a)(4) and proposed re-numbered Rule 11.10(a)(3)(A) will maintain 
the same priority as a Limit Order with a Displayed Instruction at that 
price. The Exchange believes that the proposed Rule 11.9(a)(2)(D) 
provides greater transparency and further clarity on how the various 
orders are assigned priority equal to a Limit Order with a Displayed 
instruction under various scenarios, thereby assisting Members, Users 
and the investing public in understanding the manner in which the 
System may execute their orders.
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    \94\ 15 U.S.C. 78f(b)(5).
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Miscellaneous
    The Exchange notes that several rules proposed by this filing and 
described above are based on or similar to the approved rules of other 
exchanges, as set forth below.
    Discretionary Range under Exchange Rule 11.6(d) is similar to 
Nasdaq Rule 4751(f)(1), Discretionary Order. However, unlike Exchange 
Rule 11.6(d), Nasdaq Rule 4751(f)(1) states ``[t]he non-displayed 
trading interest is not entered into the System book but is, along with 
the displayed size, converted to an IOC buy (sell) order priced at the 
highest (lowest) price in the discretionary price range when displayed 
shares become available or an execution takes place at any price within 
the discretionary price range. The generation of this IOC order is 
triggered by the cancellation of the open shares of the Discretionary 
Order. If more than one Discretionary Order is available for conversion 
to an IOC order, the system will convert all such orders at the same 
time and priority will be given to the first IOC order(s) that reaches 
the trading interest on the other side of the market. If an IOC order 
is not executed in full, the unexecuted portion of the order is 
automatically re-posted and displayed in the System book with a new 
time stamp, at its original displayed price, and with its non-displayed 
discretionary price range.'' Also unlike Nasdaq Rule 4751, Exchange 
Rule 11.6(d) would state that the Discretionary Range of an order to 
buy (sell) cannot be more than $0.99 higher (lower) than the order's 
displayed price and that an order with a Discretionary Range 
instruction resting on the EDGX Book will execute at its least 
aggressive price when matched for execution against an incoming order 
that also contains a Discretionary Range instruction, as permitted by 
the terms of both the incoming and resting order.
    The term, ``Locking Price'' under proposed Rule 11.6(f) is 
similarly defined in the BZX Rule 11.13(a)(1), which defines ``locking 
price'' as ``. . . prices equal to displayed orders on the other side 
of the market.''
    Minimum Execution Quantity under proposed Rule 11.6(h) is similar 
to Nasdaq Rule 4751(f)(5) and NSX Rule 11.11(c)(2)(B). Proposed 
Exchange Rule 11.6(h) does differ from Nasdaq Rule 4751(f)(5) and NSX 
Rule 11.11(c)(2)(B) by providing additional specificity regarding the 
operation of an order with a Minimum Execution Quantity, partial 
executions, and when a Minimum Execution Quantity may no longer apply.
    The Primary Peg and Market Peg instructions under proposed Rule 
11.6(j) are similar to Nasdaq Rule 4751(f)(4). Under Nasdaq Rule 
4751(f)(4), Pegged Orders are orders that, after entry, have their 
price automatically adjusted by the System in response to changes in 
the NBBO. Like the Primary Peg and Market Peg instructions under 
proposed Rule 11.6(j), the Nasdaq's Pegged Order under Nasdaq Rule 
4751(f)(4) can ``specify that its price will equal the inside quote on 
the same side of the market (`Primary Peg'), or the opposite side of 
the market (`Market Peg').'' Like under proposed Exchange Rule 11.6(j), 
NYSE's Pegged Order may have a limit price beyond which the order shall 
not be executed and NYSE's Primary Peg and Market Peg Orders may also 
include an offset. Proposed Exchange Rule 11.6(j) does differ from NYSE 
Rule 13 by providing additional specificity regarding the operation of 
an offset, the order's functionality during a locked or crossed market, 
and where an order that contains both a Pegged and Non-Displayed 
instruction may be re-priced.
    The replenishing of the displayed portion of an order from a 
Reserve Quantity under proposed Rule 11.6(m) is similar to, but 
contains more

[[Page 44548]]

specificity than Nasdaq Rule 4751(f)(2) (Reserve Orders) and NYSE Rule 
13 (Reserve Order Types). Under Exchange Rule 11.6(m), Nasdaq Rule 
4751(f)(2), and NYSE Rule 13, the displayed portion is given a new time 
stamp when it is replenished while the non-displayed portion retains 
its original time stamp.
    The proposed definition of Post Only under proposed Rule 11.6(n) is 
similar to the BATS Post Only Order under BZX Rule 11.9(c)(6) and BYX 
Rule 11.9(c)(6). Like proposed Rule 11.6(n), BZX Rule 11.9(c)(6), BYX 
Rule 11.9(c)(6) permit an execution where the 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.
    TIF instruction of GTT under proposed Rule 11.6(q) is similar to 
CHX Rules Art. 1, Rule 2(d)(3) (Good `Til Date), BZX Rule 11.9(b)(4) 
(Good `til Day), BYX Rule 11.9(b)(4) (Good `til Day), and Nasdaq Rule 
4751(h)(4) (System Hours Expire Time).
    The operation of an ISO with a TIF instruction of Day is similar to 
the Post ISO order on the NSX under NSX Rule 11.11(c)(8)(ii), but for 
the NSX stating that is will reject a Post ISO if it is immediately 
marketable against a displayed order on the NSX Book, while the 
Exchange retains such orders where they include Price Adjust, Hide Not 
Slide, or the Single Re-Price instruction.

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. Unless otherwise stated,\95\ 
the Exchange does not propose to substantively modify the operation of 
any of the current defined order types or terms or the operation of the 
System; rather, it intends to enhance the clarity of the descriptions 
of what is currently provided in or implied by the rules regarding its 
current System functionality. The proposed rule change is not designed 
to address and competitive issues, but rather provide additional 
specificity and transparency to Members, Users, and the investing 
public regarding the Exchange's order types and system functionality, 
and to organize its rules in a more intuitive and less complex manner. 
Since the Exchange does not propose to substantively modify the 
operation of order types or system functionality, the proposed changes 
will not impose any burden on competition.
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    \95\ See supra note 4.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from Members or other interested 
parties.

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 up to 90 days (i) as the 
Commission may designate 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 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 rule-comments@sec.gov. Please include 
File Number SR-EDGX-2014-18 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-EDGX-2014-18. 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, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; 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-EDGX-2014-18 and should be 
submitted on or before August 21, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\96\
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    \96\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-17989 Filed 7-30-14; 8:45 am]
BILLING CODE 8011-01-P


