
[Federal Register Volume 79, Number 224 (Thursday, November 20, 2014)]
[Notices]
[Pages 69153-69158]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-27441]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73593; File No. SR-NYSEMKT-2014-95]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of 
Proposed Rule Change Amending Rule 13--Equities and Related Rules 
Governing Order Types and Modifiers To Clarify the Nature of Order 
Types

November 14, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on October 31, 2014, NYSE MKT LLC (``Exchange'' or ``NYSE MKT'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 13--Equities and related rules 
governing order types and modifiers. The text of the proposed rule 
change is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

[[Page 69154]]

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    On June 5, 2014, in a speech entitled ``Enhancing Our Market Equity 
Structure,'' Mary Jo White, Chair of the Securities and Exchange 
Commission (``SEC'' or the ``Commission'') requested the equity 
exchanges to conduct a comprehensive review of their order types and 
how they operate in practice, and as part of this review, consider 
appropriate rule changes to help clarify the nature of their order 
types.\4\ Subsequent to the Chair's speech, the SEC's Division of 
Trading and Markets requested that the equity exchanges complete their 
reviews and submit any proposed rule changes by November 1, 2014.\5\
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    \4\ See Mary Jo White, Chair, Securities and Exchange 
Commission, Speech at the Sandler, O'Neill & Partners, L.P. Global 
Exchange and Brokerage Conference (June 5, 2014) (available at 
www.sec.gov/News/Speech/Detail/Speech/1370542004312#.U5HI-fmwJiw).
    \5\ See Letter from James Burns, Deputy Director, Division of 
Trading and Markets, Securities and Exchange Commission, to Jeffrey 
C. Sprecher, Chief Executive Officer, Intercontinental Exchange, 
Inc., dated June 20, 2014.
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    The Exchange notes that it continually assesses its rules governing 
order types and undertook on its own initiative a review of its rules 
related to order functionality to assure that its various order types, 
which have been adopted and amended over the years, accurately describe 
the functionality associated with those order types, and more 
specifically, how different order types may interact. As a result of 
that review, the Exchange submitted a proposed rule change to delete 
rules relating to functionality that was not available.\6\ In addition, 
over the years, when filing rule changes to adopt new functionality, 
the Exchange has used those filings as an opportunity to streamline 
related existing rule text for which functionality has not changed.\7\
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    \6\ See Securities Exchange Act Release No. 71898 (April 8, 
2014), 79 FR 20957 (April 14, 2014) (SR-NYSEMKT-2014-27) (amending 
rules governing pegging interest to conform to functionality that is 
available at the Exchange).
    \7\ See, e.g., Securities Exchange Act Release Nos. 68305 (Nov. 
28, 2012), 77 FR 71853 (Dec. 4, 2012) (SR-NYSEMKT-2012-67) (amending 
rules governing pegging interest to, among other things, make non-
substantive changes, including moving the rule text from Rule 
70.26--Equities to Rule 13, to make the rule text more focused and 
streamlined) (``2012 Pegging Filing''), and 71175 (Dec. 23, 2013), 
78 FR 79534 (Dec. 30, 2013) (SR-NYSEMKT-2013-25) (approval order for 
rule proposal that, among other things, amended Rule 70 governing 
Floor broker reserve e-quotes that streamlined the rule text without 
making substantive changes) (``2013 Reserve e-Quote Filing'').
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    The Exchange is filing this proposed rule change to continue with 
its efforts to review and clarify its rules governing order types, as 
appropriate. Specifically, the Exchange notes that Rule 13--Equities 
(``Rule 13'') is currently structured alphabetically, and does not 
include subsection numbering. The Exchange proposes to provide 
additional clarity to Rule 13 by re-grouping and re-numbering current 
rule text and making other non-substantive, clarifying changes. The 
proposed rule changes are not intended to reflect changes to 
functionality but rather to clarify Rule 13 to make it easier to 
navigate.\8\ In addition, the Exchange proposes to amend certain rules 
to remove references to functionality that is no longer operative.
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    \8\ The Exchange notes that its affiliated exchanges, New York 
Stock Exchange LLC (``NYSE'') and NYSE Arca, Inc. are proposing 
similar restructuring of their respective order type rules to group 
order types and modifiers. See SR-NYSE-2014-59 and SR-NYSEArca-2014-
130.
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Proposed Rule 13 Restructure
    The Exchange proposes to re-structure Rule 13 to re-group existing 
order types and modifiers together along functional lines.
    Proposed new subsection (a) of Rule 13 would set forth the 
Exchange's order types that are the foundation for all other order type 
instructions, i.e., the primary order types. The proposed primary order 
types would be:
     Market Orders. Rule text governing Market Orders would be 
moved to new Rule 13(a)(1). The Exchange proposes a non-substantive 
change to replace the reference to ``Display Book'' with a reference to 
``Exchange systems.'' The Exchange notes that it proposes to capitalize 
the term ``Market Order'' throughout new Rule 13.
     Limit Orders. Rule text governing Limit Orders would be 
moved to new Rule 13(a)(2). The Exchange proposes a non-substantive 
change to capitalize the term ``Limit Order,'' and to shorten the 
definition in a manner that streamlines the rule text without changing 
the meaning of the rule. The Exchange notes that it proposes to 
capitalize the term ``Limit Order'' throughout new Rule 13.
    The Exchange notes that it proposes to delete the definition of 
``Auto Ex Order'' because all orders entered electronically at the 
Exchange are eligible for automatic execution in accordance with Rules 
1000-1004--Equities and therefore the Exchange does not believe that it 
needs to separately define an Auto Ex Order. Rather than maintain a 
separate definition, the Exchange proposes to specify in proposed Rule 
13(a) that all orders entered electronically at the Exchange are 
eligible for automatic execution consistent with the terms of the order 
and Rules 1000--1004--Equities. The Exchange notes that Rule 13 
currently provides for specified instructions for orders that may not 
execute on arrival, even if marketable, e.g., a Limit Order designated 
ALO, or may only be eligible to participate in an auction, accordingly, 
the terms of the order also control whether a marketable order would 
automatically execute upon arrival. The Exchange further proposes to 
specify that interest represented manually by Floor brokers, i.e., 
orally bid or offered at the point of sale on the Trading Floor, is not 
eligible for automatic execution. The Exchange notes that the order 
types currently specified in the definition for auto ex order are 
already separately defined in Rule 13 or Rule 70(a)(ii)--Equities 
(definition of G order).
    Proposed new subsection (b) of Rule 13 would set forth the existing 
Time in Force Modifiers that the Exchange makes available for orders 
entered at the Exchange. The Exchange proposes to: (i) Move rule text 
governing Day Orders to new Rule 13(b)(1), without any substantive 
changes to the rule text; (ii) move rule text governing Good til 
Cancelled Orders to new Rule 13(b)(2), without any substantive changes 
to the rule text; and (iii) move rule text governing Immediate or 
Cancel Orders to new Rule 13(b)(3) without any changes to rule text. 
The Exchange notes that these time-in-force conditions are not separate 
order types, but rather are modifiers to orders. Accordingly, the 
Exchange proposes to re-classify them as modifiers and remove the 
references to the term ``Order.'' In addition, as noted above, the 
Exchange proposes to capitalize the term ``Limit Order'' in Rule 13(b).
    Proposed new subsection (c) of Rule 13 would specify the Exchange's 
existing Auction-Only Orders. In moving the rule text, the Exchange 
proposes the following non-substantive

[[Page 69155]]

changes: (i) Capitalize the terms ``Limit Order,'' ``CO Order,'' and 
``Market Order''; (ii) move the rule text for CO Orders to new Rule 
13(c)(1); (iii) rename a ``Limit `At the Close' Order'' as a ``Limit-
on-Close (LOC) Order'' and move the rule text to new Rule 13(c)(2); 
(iv) rename a ``Limit `On-the-Open' Order'' as a ``Limit-on-Open (LOO) 
Order'' and move the rule text to new Rule 13(c)(3); (v) rename a 
``Market `At-the-Close' Order'' as a ``Market-on-Close (MOC) Order'' 
and move the rule text to new Rule 13(c)(4); and (vi) rename a ``Market 
`On-the-Open' Order'' as a ``Market-on-Open (MOO) Order'' and move the 
rule text to new Rule 13(c)(5).
    Proposed new subsection (d) of Rule 13 would specify the Exchange's 
existing orders that include instructions not to display all or a 
portion of the order. The order types proposed to be included in this 
new subsection are:
     Mid-point Passive Liquidity (``MPL'') Orders. Existing 
rule text governing MPL Orders would be moved to new Rule 13(d)(1) with 
non-substantive changes to capitalize the term Limit Order, update 
cross references, and refer to ``Add Liquidity Only'' as ALO, since ALO 
is now a separately defined term in new Rule 13(e)(1). The Exchange 
also proposes to clarify the rule text by deleting the term 
``including'' from the phrase ``[a]n MPL Order is not eligible for 
manual executions, including openings, re-openings, and closings,'' 
because MPL Orders would not participate in an opening, re-opening, or 
closing that is effectuated electronically.\9\ The Exchange further 
proposes to make a substantive amendment to the rule text set forth in 
new Rule 13(d)(1)(C) to specify that Exchange systems would reject an 
MPL Order on entry if the Minimum Triggering Volume (``MTV'') is larger 
than the size of the order and would reject a request to partially 
cancel a resting MPL Order if it would result in the MTV being larger 
than the size of the order and make conforming changes to the existing 
rule text. The Exchange would continue to enforce an MTV restriction if 
the unexecuted portion of an MPL Order with an MTV is less than the 
MTV. The Exchange believes that this proposed rule change would prevent 
an entering firm from causing an MPL Order to have an MTV that is 
larger than the order, thereby bypassing contra-side interest that is 
larger than the size of the MPL Order.\10\ Finally, the Exchange 
proposes to make a non-substantive change to new Rule 13(d)(1)(E) to 
replace the term ``discretionary trade'' with ``d-Quote,'' because d-
Quotes are the only type of Exchange interest that is eligible to 
include discretionary pricing instructions.\11\
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    \9\ See Rule 123C.10--Equities (``Closings may be effectuated 
manually or electronically'') and Rule 123D(1)--Equities (``Openings 
may be effectuated manually or electronically'').
    \10\ The Exchange notes that because of technology changes 
associated with rejecting MPL Orders that have an MTV larger than 
the size of the order, the Exchange will announce by Trader Update 
when this element of the proposed rule change will be implemented.
    \11\ See Rule 70.25--Equities (Discretionary Instructions for 
Bids and Offers Represented via Floor Broker Agency Interest Files 
(e-Quotes\SM\)).
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     Reserve Orders. Existing rule text governing Reserve 
Orders would be moved to new Rule 13(d)(2) with non-substantive changes 
to capitalize the term ``Limit Order'' and hyphenate the term ``Non-
Displayed.'' The Exchange proposes further non-substantive changes to 
the rule text governing Minimum Display Reserve Orders, which would be 
in new Rule 13(d)(2)(C), to clarify that a Minimum Display Reserve 
Order would participate in both automatic and manual executions. This 
is existing functionality relating to Minimum Display Reserve Orders 
\12\ and the proposed rule text aligns with Rule 70(f)(i)--Equities 
governing Floor broker Minimum Display Reserve e-Quotes.\13\ Similarly, 
the Exchange proposes non-substantive changes to the rule text 
governing Non-Displayed Reserve Orders, which would be in new Rule 
13(d)(2)(D), to clarify that a Non-Displayed Reserve Order would not 
participate in manual executions. This is existing functionality 
relating to Non-Displayed Reserve Orders \14\ and the proposed rule 
text aligns with Rule 70(f)(ii)--Equities governing Non-Display Reserve 
eQuotes excluded from the DMM.\15\ Finally, in proposed new Rule 
13(d)(2)(E), the Exchange proposes to clarify that the treatment of 
reserve interest, which is available for execution only after all 
displayable interest at that price point has been executed, is 
applicable to all Reserve Orders, and is not limited to Non-Displayed 
Reserve Orders.\16\
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    \12\ On October 1, 2008, the Commission approved the Exchange's 
rule proposal to establish new membership, member firm conduct, and 
equity trading rules that were based on the existing NYSE rules to 
reflect that equities trading on the Exchange would be supported by 
the NYSE's trading system. See Securities Exchange Act Release No. 
58705 (Oct. 1, 2008), 73 FR 58995 (Oct. 8. 2008) (SR-Amex-2008-63) 
(approval order). Because the Exchange's rules are based on the 
existing NYSE rules, the Exchange believes that pre-October 1, 2008 
NYSE rule filings provide guidance concerning Exchange equity rules. 
See Securities Exchange Act Release No. 57688 (April 18, 2008), 73 
FR 22194 at 22197 (April 24, 2008) (SR-NYSE-2008-30) (order 
approving NYSE rule change that, among other things, adopted new 
Reserve Order for which the non-displayed portion of the order is 
eligible to participate in manual executions) (``2008 Reserve Order 
Filing'').
    \13\ See 2013 Reserve e-Quote Filing, supra n. 7.
    \14\ See Securities Exchange Act Release No. 58845 (Oct. 24, 
2008), 73 FR 64379 at 64384 (Oct. 29, 2008) (SR-NYSE-2008-46) (order 
approving the NYSE's New Market Model, including adopting a Non-
Displayed Reserve Order that would not be eligible to participate in 
manual executions); see also Securities Exchange Act Release No. 
59022 (Nov. 26, 2008), 73 FR 73683 (Dec. 3, 2008) (SR-NYSEALTR-2008-
10) (notice of filing and immediate effectiveness of rule change to 
conform Exchange equity rules with NYSE rules, including adopting 
NYSE New Market Model and related changes to adoption of a Non-
Displayed Reserve Order).
    \15\ See 2013 Reserve e-Quote Filing, supra n. 7.
    \16\ See 2008 Reserve Order Filing supra n. 12 at 22196 
(displayable portion of Reserve Order executed together with other 
displayable interest at a price point before executing with reserve 
portion of the order).
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    Proposed new subsection (e) of Rule 13 would specify the Exchange's 
existing order types that, by definition, do not route. The order types 
proposed to be included in this new subsection are:
     Add Liquidity Only (``ALO'') Modifiers. Existing rule text 
governing ALO modifiers would be moved to new Rule 13(e)(1) with non-
substantive changes to capitalize the term ``Limit Order'' and update 
cross-references. Existing rule text that is being moved to new Rule 
13(e)(1)(A) currently provides that Limit Orders designated ALO may 
participate in opens and closes, but that the ALO instructions would be 
ignored. Because Limit Orders designated ALO could also participate in 
re-openings, and the ALO instructions would similarly be ignored, the 
Exchange proposes to clarify new Rule 13(e)(1)(A) to provide that Limit 
Orders designated ALO could participate in openings, re-openings, and 
closings, but that the ALO instructions would be ignored.
     Do Not Ship (``DNS'') Orders. Existing rule text governing 
DNS Orders would be moved to new Rule 13(e)(2) with non-substantive 
changes to capitalize the term ``Limit Order'' and replace the 
reference to ``Display Book'' with a reference to ``Exchange systems.''
     Intermarket Sweep Order. Existing rule text governing ISOs 
would be moved to new Rule 13(e)(3) with non-substantive changes to 
capitalize the term ``Limit Order'', update cross-references, and 
replace the reference to ``Display Book'' with a reference to 
``Exchange's book.''
    Proposed new subsection (f) of Rule 13 would specify the Exchange's 
other existing order instructions and modifiers, including:
     Do Not Reduce (``DNR'') Modifier. Existing rule text 
governing DNR Orders would be moved to new Rule 13(f)(1)

[[Page 69156]]

with non-substantive changes to capitalize the terms ``Limit Order'' 
and ``Stop Order.'' In addition, the Exchange believes that because DNR 
instructions would be added to an order, DNR is more appropriately 
referred to as a modifier rather than as an order type.
     Do Not Increase (``DNI'') Modifiers. Existing rule text 
governing DNI Orders would be moved to new Rule 13(f)(2) with non-
substantive changes to capitalize the terms ``Limit Order'' and ``Stop 
Order.'' In addition, the Exchange believes that because DNI 
instructions would be added to an order, DNI is more appropriately 
referred to as a modifier rather than as an order type.
     Pegging Interest. Existing rule text governing Pegging 
Interest and related subsections would be moved to new Rule 13(f)(3) 
with no changes to the existing rule text. The Exchange proposes to add 
rule text to new Rule 13(f)(3)(A)(iv)(a) to clarify the definition of 
``next best-priced available interest'' in that Rule. Specifically, the 
Exchange has recently adopted non-displayed order types that are priced 
based on the PBBO, including MPL Orders, discussed above, and Retail 
Price Improvement Orders (``RPI''), defined in Rule 107C(a)(4)--
Equities.\17\ Because Pegging Interest would not peg to either MPL 
Orders or RPIs, the Exchange proposes to clarify that for purposes of 
new Rule 13(f)(3)(A)(iv)(a), the term next available best-priced 
interest refers to the highest-(lowest-) priced buy (sell) interest 
within the specified price range of pegging interest to buy (sell), 
including displayable bids (offers), Non-Display Reserve Orders, Non-
Display Reserve e-Quotes, odd-lot sized interest, and protected bids 
(offers) on away markets, but does not include non-displayed interest 
that is priced based on the PBBO. The Exchange notes that this would be 
applicable regardless of whether an MPL Order or RPI is marketable.\18\
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    \17\ See Securities Exchange Act Release Nos. 71329 (Jan. 16, 
2014), 79 FR 3904 (Jan. 23, 2014) (SR-NYSEMKT-2013-84) (approval 
order for the Exchange's adoption of the MPL Order); and 67347 (July 
3, 2012), 77 FR 40673 (July 10, 2012) (SR-NYSEAmex-2011-84) 
(approval order for the Exchange's Retail Liquidity Program, which 
adopted the new RPI).
    \18\ For example, assume the best protected bid (``PBB'') is 
$10.00, the Exchange has pegging interest to buy at $9.99, an MPL 
Order priced at $9.98 and a Non-Displayed Reserve Order to buy 
priced at $9.97. Because the PBB is outside the specified price 
range of the pegging interest to buy, it would peg to the next 
available best-priced interest, which in this scenario would be the 
Non-Displayed Reserve Order to buy priced at $9.97. The pegging 
interest to buy would not peg to the MPL Order to buy priced at 
$9.98.
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     Retail Modifiers. Existing rule text governing Retail 
Modifiers and related subsections would be moved to new Rule 13(f)(4) 
with non-substantive changes to update cross-references.
     Self-Trade Prevention (``STP'') Modifier. Existing rule 
text governing STP Modifiers and related subsections would be moved to 
new Rule 13(f)(5) with non-substantive changes to capitalize the terms 
``Limit Orders,'' ``Market Orders,'' and ``Stop Orders'' and hyphenate 
the term ``Self-Trade Prevention.''
     Sell ``Plus''--Buy ``Minus'' Instructions. Existing rule 
text governing Sell ``Plus''--Buy ``Minus'' Orders would be moved to 
new Rule 13(f)(6) with non-substantive changes to break the rule into 
subsections, capitalize the terms ``Market Order,'' ``Limit Order,'' 
and ``Stop Order,'' and replace the references to Display Book with 
references to Exchange systems. In addition, the Exchange proposes to 
re-classify this as an order instruction rather than as a separate 
order.
     Stop Orders. Existing rule text governing Stop Orders 
would be moved to new Rule 13(f)(7) with non-substantive changes to 
break the rule into subsections, capitalize the term ``Market Order,'' 
and replace references to ``Exchange's automated order routing system'' 
with references to ``Exchange systems.''
    The Exchange proposes to make conforming changes to Rule 
501(d)(2)--Equities relating to the list of order types that are not 
accepted for trading in UTP Securities by: (i) Replacing the term 
``Market or Limit at the Close'' with ``MOC or LOC''; (ii) replacing 
the term ``At the Opening or At the Opening Only (``OPG'')'' with ``MOO 
or LOO''; (iii) deleting the GTX Order reference, as an order 
instruction that the Exchange no longer accepts; and (iv) updating the 
subsection rule numbering accordingly.
    As part of the proposed restructure of Rule 13, the Exchange 
proposes to move existing rule text in Rule 13 governing the definition 
of ``Routing Broker'' to Rule 17(c), without any change to the rule 
text. The Exchange believes that Rule 17--Equities is a more logical 
location for the definition of Routing Broker because Rule 17(c)--
Equities governs the operations of Routing Brokers.
    In addition, the Exchange proposes to delete existing rule text in 
Rule 13 governing Not Held Orders and add rule text relating to not 
held instructions to supplementary material .20 to Rule 13. 
Supplementary material .20 to Rule 13 reflects obligations that members 
have in handling customer orders. Because not held instructions are 
instructions from a customer to a member or member organization 
regarding the handling of an order, and do not relate to instructions 
accepted by Exchange systems for execution, the Exchange believes that 
references to not held instructions are better suited for this existing 
supplementary material.
    Accordingly, the Exchange proposes to amend supplementary material 
.20 to Rule 13 to add that generally, an instruction that an order is 
``not held'' refers to an unpriced, discretionary order voluntarily 
categorized as such by the customer and with respect to which the 
customer has granted the member or member organization price and time 
discretion. The Exchange believes that this proposed amendment aligns 
the definition of ``not held'' with guidance from the Financial 
Industry Regulatory Authority, Inc. (``FINRA'') and other markets 
regarding not held instructions.\19\ The Exchange notes that the 
existing Rule 13 text regarding how to mark a Not Held Order, e.g., 
``not held,'' ``disregard tape,'' ``take time,'' etc., are outdated 
references regarding order marking between a customer and a member or 
member organization. All Exchange members and member organizations that 
receive customer orders are subject to Order Audit Trail System 
(``OATS'') obligations, consistent with Rule 7400--Equities Series and 
FINRA Rule 7400 Series, which require that order-handling instructions 
be documented in OATS. Among the order-handling instructions that can 
be captured in OATS is whether an order is not held.\20\ The Exchange 
believes that these OATS-related obligations now govern how a member or 
member organization records order-handling instructions from a customer 
and therefore the terms currently set forth in Rule 13 relating to Not 
Held Orders are no longer necessary.
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    \19\ See FINRA Regulatory Notice 11-29, Answer 3 (June 2011) 
(``Generally, a `not held' order is an unpriced, discretionary order 
voluntarily categorized as such by the customer and with respect to 
which the customer has granted the firm price and time 
discretion.''). See also Definition of Market Not Held Order on 
Nasdaq.com Glossary of Stock Market Terms, available at http://www.nasdaq.com/investing/glossary/m/market-not-held-order.
    \20\ See FINRA OATS Frequently Asked Questions--Technical, at 
T21 (``An order submitted by a customer who gives the broker 
discretion as to the price and time of execution is denoted as a 
``Not Held'' order.''), available at http://www.finra.org/Industry/Compliance/MarketTransparency/OATS/FAQ/P085542.
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    Finally, the Exchange proposes to amend Rule 70.25--Equities 
governing d-Quotes to clarify that certain functionality set forth in 
the Rule is no longer available. Specifically, Rule 70.25(c)(ii)--
Equities currently provides

[[Page 69157]]

that a Floor broker may designate a maximum size of contra-side volume 
with which it is willing to trade using discretionary pricing 
instructions. Because this functionality is not available, the Exchange 
proposes to delete references to the maximum discretionary size 
parameter from Rules 70.25(c)(ii)--Equities and (c)(v)--Equities. In 
addition, the Exchange proposes to amend Rule 70.25(c)(iv)--Equities to 
clarify that the circumstances of when the Exchange would consider 
interest displayed by other market centers at the price at which a d-
Quote may trade are not limited to determining when a d-Quote's minimum 
or maximum size range is met. Accordingly, the Exchange proposes to 
delete the clause ``when determining if the d-Quote's minimum and/or 
maximum size range is met.'' The Exchange believes that the proposed 
changes to Rule 70.25(c)--Equities will provide clarity and 
transparency regarding the existing functionality relating to d-Quotes 
at the Exchange.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Securities Exchange Act of 1934 (the ``Act''),\21\ in general, and 
furthers the objectives of Section 6(b)(5),\22\ in particular, because 
it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, to remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system and, 
in general, to protect investors and the public interest. Specifically, 
the Exchange believes that the proposed restructuring of Rule 13, to 
group existing order types to align by functionality, would remove 
impediments to and perfect the mechanism of a free and open market by 
ensuring that members, regulators, and the public can more easily 
navigate the Exchange's rulebook and better understand the order types 
available for trading on the Exchange. In addition, the Exchange 
believes that the proposed revisions to Rule 13 and related conforming 
changes to Rule 501(d)(2)--Equities promote clarity regarding existing 
functionality that has been approved in prior rule filings, but which 
may not have been codified in rule text.\23\ Moreover, the Exchange 
believes that moving rule text defining a Routing Broker to Rule 17--
Equities represents a more logical location for such definition, 
thereby making it easier for market participants to navigate Exchange 
rules. Likewise, the Exchange believes the proposed changes to ``Not 
Held Order,'' to move it to supplementary material .20 to Rule 13 and 
revise the rule text to conform with guidance from FINRA and OATS 
requirements, would remove impediments to and perfect the mechanism of 
a free and open market and a national market system by applying a 
uniform definition of not held instructions across multiple markets, 
thereby reducing the potential for confusion regarding the meaning of 
not held instructions.
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    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78f(b)(5).
    \23\ See supra nn. 12-17.
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    The Exchange further believes that the proposed amendment regarding 
MPL Orders to reject both MPL Orders with an MTV larger than the size 
of the order and instructions to partially cancel an MPL Order that 
would result in an MTV larger than the size of the order would remove 
impediments to and perfect the mechanism of a free and open market and 
national market system in general because it could potentially reduce 
the ability of a member organization from using MPL Orders to bypass 
contra-side interest that may be larger than the size of the MPL Order.
    Finally, the Exchange believes that the proposed changes to Rule 
70.25(c)--Equities would remove impediments to and perfect the 
mechanism of a free and open market and national market system in 
general because it assures that the Exchange's rules align with the 
existing functionality available at the Exchange for d-Quotes.

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. The proposed change is not 
designed to address any competitive issue but rather would re-structure 
Rule 13 and remove rule text that relates to functionality that is no 
longer operative, thereby reducing confusion and making the Exchange's 
rules easier to navigate.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days of such 
date (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 the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEMKT-2014-95 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-NYSEMKT-2014-95. 
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

[[Page 69158]]

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 such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEMKT-2014-95 and should 
be submitted on or before December 11, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-27441 Filed 11-19-14; 8:45 am]
BILLING CODE 8011-01-P


