
[Federal Register Volume 81, Number 50 (Tuesday, March 15, 2016)]
[Notices]
[Pages 13851-13854]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-05753]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77332; File No. SR-NYSE-2016-16]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Amending Rule 98 To Provide 
That When Designated Market Makers Enter Interest for the Purpose of 
Facilitating the Execution of Customer Orders, Such Orders Would Not Be 
Required To Be Designated as DMM Interest

March 9, 2016.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on March 4, 2016, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``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 98 to provide that when 
Designated Market Makers (``DMM'') enter interest for the purpose of 
facilitating the execution of customer orders, such orders would not be 
required to be designated as DMM interest. 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.

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
    The Exchange proposes to amend Rule 98 to provide that when DMMs 
enter interest on a proprietary basis for the purpose of facilitating 
the execution of customer orders, such orders would not be required to 
be designated as DMM interest.\4\
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    \4\ As defined in Rule 2(i), the term ``DMM'' means an 
individual member, officer, partner, employee or associated person 
of a Designated Market Maker Unit who is approved by the Exchange to 
act in the capacity of a DMM.
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Background
    In 2014, the Exchange amended Rule 98 to adopt a principles-based 
approach to prohibit the misuse of material nonpublic information by a 
member organization that operates a DMM unit and make conforming 
changes to other Exchange rules.\5\ Those rule changes provide member 
organizations operating DMM units with the ability to integrate DMM 
unit trading with other trading units, while maintaining tailored 
restrictions to address that DMMs while on the Trading Floor may have 
access to certain Floor-based non-public information. By removing 
prescriptive restrictions, the 2014 Filing was designed to enable a 
member organization that engages in market-making operations on 
multiple exchanges to house its DMM operations together with the other 
market-making operations, even if such operations are customer-facing, 
or, to enable a member organization to consolidate all equity trading, 
including customer-facing operations and the DMM unit, within a single 
independent trading unit.
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    \5\ See Securities Exchange Act Release Nos. 72534 (July 3, 
2014), 79 FR 39019 (July 9, 2014) (Approval Order) and 71837 (April 
1, 2014), 79 FR 19146 (April 7, 2014) (``2014 Notice'') (SR-NYSE-
2014-12) (``2014 Filing'').
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    Rule 98(c) sets forth specified restrictions to operating a DMM 
unit.\6\ Among other requirements, Rule 98(c)(4) provides that any 
interest entered into Exchange systems by the DMM unit in DMM 
securities \7\ must be identifiable as DMM unit interest. Current Rule 
98(c)(4) was designed to ensure that all trading activity by a DMM unit 
in DMM securities at the Exchange is available for review. As discussed 
below, under Rule 98(c)(5), DMMs would continue to be required to 
submit information to the Exchange to make available to the Exchange 
for review all trading activity by a DMM unit in DMM securities. The 
Exchange did not specify which system(s) a DMM unit must use because, 
as the Exchange's trading systems continue to evolve, the manner by 
which interest would be identified as DMM interest could change. 
Accordingly, the current rule requires any trading for the account of 
the DMM unit in DMM securities at the Exchange to be identifiable as 
DMM interest.
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    \6\ As defined in Rule 98(b)(1), the term ``DMM unit'' means a 
trading unit within a member organization that is approved pursuant 
to Rule 103 to act as a DMM unit.
    \7\ As defined in Rule 98(b)(2), the term ``DMM securities'' 
means any securities allocated to the DMM unit pursuant to Rule 103B 
or other applicable rules.
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    Rule 98(c)(5) provides that a member organization must provide the 
Exchange with real-time net position information for trading in DMM 
securities by the DMM unit and any independent trading unit of which it 
is a part, at such times and in the manner prescribed by the Exchange. 
Rule 98(d) further specifies that the DMM rules \8\ will apply only to 
a DMM unit's quoting or trading in its DMM securities for its own 
accounts at the Exchange. Accordingly, the DMM rules do not apply to 
any customer orders that a member organization that operates a DMM unit 
sends to the Exchange as agent.\9\
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    \8\ As defined in Rule 98(b)(3), the term ``DMM rules'' means 
any rules that govern DMM or DMM unit conduct or trading.
    \9\ See 2014 Notice, supra note 5 at 19152 (specifying that Rule 
98(d) was added because DMM rules are not applicable to any customer 
orders routed to the Exchange by a member organization as agent).
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    Because Rule 98(c)(4) currently requires that any interest entered 
into Exchange systems by the DMM unit in DMM securities be identifiable 
as DMM interest, a DMM unit integrated with a customer-facing unit that 
would send customer orders in DMM securities to the Exchange as 
proprietary interest must identify it as DMM interest. As a result, 
although agency orders are not subject to DMM rules, customer-driven 
interest entered on a proprietary basis is subject to all DMM rules.
    To date, none of the member organizations operating a DMM have 
integrated a DMM unit with a customer-facing trading unit and the 
Exchange believes that the current rule requiring customer-driven 
orders that are represented on a proprietary basis be designated as DMM 
interest has served as a barrier to achieving such integration.\10\ 
Specifically, there are

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certain scenarios when the rules governing DMMs may conflict with a 
member organization's obligations to its customers. For example, DMMs 
are not permitted to enter Market Orders, MOO Orders, CO Orders, MOC 
Order, LOC Orders, or orders with Sell ``Plus''--Buy ``Minus'' 
Instructions.\11\ But to meet customer instructions, a customer-driven 
order entered by a member organization on a proprietary basis may need 
to be one of these order types. As another example, DMMs are restricted 
from engaging in specified trading in the last ten minutes of trading 
before the close of trading.\12\ But a member organization may have a 
best execution obligation to route a customer-driven order to the 
Exchange in the last ten minutes of trading.
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    \10\ The Exchange understands it is a common practice among 
market makers that operate as wholesalers, and thus have their own 
customer orders as well as retail order flow from another broker 
dealer, to facilitate the execution of customer order flow by 
representing it on a proprietary basis when such orders are routed 
to an exchange. Once a customer-driven order that has been 
represented on a proprietary basis on an exchange has been executed, 
the market maker uses the position acquired on the Exchange to fill 
the customer order either on a riskless-principal basis or with 
price improvement to the customer.
    \11\ See Rule 104(b)(vi).
    \12\ See Rule 104(g)(i)(A)(III) (defining Prohibited 
Transactions). Specifically, a DMM with a long position in a 
security is prohibited from making a purchase in a security that 
results in a new high price on the Exchange for the day, and a DMM 
with a short position in a security is prohibited from making a sale 
in such security that results in a new low price for the day.
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Proposed Amendments
    The Exchange proposes to amend Rule 98 to better reflect how member 
organizations that integrate DMM unit operations with customer-facing 
operations may facilitate customer-driven order flow to the Exchange in 
DMM securities. As noted above, one of the intended goals of the 2014 
Filing was to permit member organizations to integrate DMM unit 
operations with other market-making operations, including customer-
facing units. However, as discussed above, subjecting customer order 
flow that is entered on a proprietary basis to DMM rules may be 
inconsistent with a member organization's obligations to its customers, 
and thus continue to serve as a barrier to integrating DMM units within 
a member organization. Accordingly, the Exchange proposes to amend Rule 
98 to facilitate better integration of DMM units with a member 
organization's existing customer-facing market-making trading units by 
specifying that, as with agency orders, customer-driven orders that are 
entered on a proprietary basis by the DMM unit would not be required to 
be designated as DMM interest.
    The Exchange proposes to amend Rule 98 to provide that proprietary 
interest that is entered by a DMM unit for the purposes of facilitating 
customer orders would not be required to be designated as DMM interest. 
The Exchange proposes to replace the phrase ``any interest'' with the 
phrase ``proprietary interest'' in Rule 98(c)(4) to clarify that the 
existing rule only governs proprietary interest of a DMM unit, i.e., 
interest for the account of the member organization. As further 
proposed, the Exchange would amend Rule 98(c)(4) to provide that if 
proprietary interest entered into Exchange systems by the DMM unit in 
DMM securities is for the purposes of facilitating the execution of an 
order from a customer (whether its own customer or the customer of 
another broker-dealer), such interest would not be required to be 
identifiable as DMM unit interest. The Exchange proposes to define such 
interest as a ``customer-driven order.''
    The proposed definition of ``customer-driven order'' is not a novel 
concept in that other SROs rules define the concept of a proprietary 
order being entered to facilitate a customer order. For example, 
Supplementary Material .03 to FINRA Rule 5320 defines the term 
``facilitated order'' to mean a proprietary trade that is for the 
purposes of facilitating the execution, on a riskless principal basis, 
of an order from a customer (whether its own customer or another 
broker-dealer).\13\ The Exchange proposes a distinction for the 
definition of ``customer-driven order'' in Rule 98 as compared to the 
Rule 5320 definition of ``facilitated order'' because as proposed, a 
customer-driven order would not be required to be entered on a riskless 
basis. Rather, the Exchange believes that any customer order that a 
member organization facilitates on a proprietary basis should be 
eligible for treatment under proposed Rule 98(c)(4).\14\
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    \13\ See also Supplementary Material .03 to NYSE Rule 5320.
    \14\ If a customer-driven order, as defined in Rule 98(c)(4), is 
not handled on a riskless principal basis, it would not be eligible 
for the riskless principal exception to the prohibition against 
trading ahead of customer orders as specified in Rule 5320.
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    The proposed rule change is designed to reflect how member 
organizations handle customer orders, which in many circumstances, are 
routed to an exchange on a proprietary basis to facilitate execution of 
a customer's order. Therefore, the Exchange believes that the proposed 
amendment is consistent with the current rule, which does not require 
agency orders entered by the member organization that operates a DMM 
unit to be subject to DMM rules.\15\
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    \15\ See supra note 9.
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    The Exchange further proposes to amend Rule 98(d) to specify which 
rules would be applicable to trading by the DMM unit. As proposed, the 
rules, fees, or credits applicable to DMM quoting or trading activity 
would apply only to a DMM unit's quoting or trading in its DMM 
securities for its own account at the Exchange that has been identified 
as DMM interest. In addition, consistent with the proposal that 
customer-driven orders would not be required to be designated as DMM 
interest, the Exchange proposes to add text to Rule 98(d) to state that 
customer-driven orders for the account of a DMM unit that have not been 
identified as DMM interest would not be subject to DMM rules or be 
eligible for any fees or credits applicable to DMM quoting or trading 
activity.\16\ In addition, such customer-driven orders could not be 
aggregated with interest that has been identified as DMM interest for 
purposes of any DMM-related fees or credits or DMM quoting obligations 
specified in Rule 104(a). This proposed rule text would provide that 
customer-driven orders not designated as DMM interest would not be 
subject to DMM rules, which, as described above, include restrictions 
on availability of certain order types and entry of specified orders 
during the last ten minutes of trading. Because a customer-driven order 
that has not been designated as DMM interest would not be subject to 
DMM rules, it would also not be eligible for a parity allocation 
applicable for DMMs pursuant to Rule 72(c) or be used to assist a DMM 
in meeting its quoting obligations, or be eligible for DMM fees or 
credits.
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    \16\ Rather, such customer-driven orders would be eligible for 
any fees or credits applicable to equity transactions at the 
Exchange that are not DMM or Floor broker trades. See NYSE Price 
List, available here: https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf.
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    The Rule 98(c)(5) obligation to provide the Exchange with real-time 
net position information in DMM securities would continue to be 
applicable to the DMM unit's position in DMM securities together with 
any position of a Regulation SHO independent trading unit of which the 
DMM unit may be included, regardless of whether they are positions 
resulting from trades in away markets, trades as a result of DMM 
interest entered at the Exchange, or customer-driven orders routed to 
the Exchange that were not identified as DMM interest.\17\ For example, 
if a DMM

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unit is combined with market-making desks that are trading on away 
markets and that route customer-driven orders to the Exchange in DMM 
securities that are not identified as DMM interest, the member 
organization would be required to report the position of the entire DMM 
unit in DMM securities, not only the DMM's Exchange-traded positions 
resulting from DMM interest. The Exchange also proposes a non-
substantive amendment to Rule 98(c)(5) to delete the term ``for 
trading,'' which the Exchange believes is extraneous rule text.
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    \17\ Under Regulation SHO, determination of a seller's net 
position is based on the seller's position in the security in all 
proprietary accounts. See Securities Exchange Act Release No. 50103 
(July 28, 2004), 69 FR 48008, 48010, n.22 (Aug. 6, 2004); see also 
Securities Exchange Act Release Not 48709 (Oct. 29, 2003), 68 FR 
62972, 62991 and 62994 (Nov. 6, 2003); Letter from Richard R. 
Lindsey, Director, Division of Market Regulation, to Roger D. Blanc, 
Wilkie Farr & Gallagher, SEC No-Action Letter, 1998 SEC No-Act. 
LEXIS 1038, p. 5 (Nov. 23, 1998); Securities Exchange Act Release 
No. 30772 (June 3, 1992), 57 FR 24415, 24419 n.47 (June 9, 1992); 
Securities Exchange Act Release No. 27938 (Apr. 23, 1990), 55 FR 
17949, 17950 (Apr. 30, 1990).
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2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \18\ that an Exchange have rules that 
are designed to promote the 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 and, in general, to protect 
investors and the public interest. The Exchange believes that the 
proposed rule change would remove impediments to and perfect the 
mechanism of a free and open market by providing greater specificity in 
Rule 98 regarding which proprietary interest would be required to be 
entered as DMM interest.
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    \18\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed amendment to define the 
term ``customer-driven order'' to be proprietary interest of a DMM that 
is for the purposes of facilitating the execution of an order from a 
customer (whether its own customer or the customer of another broker-
dealer) reflects the current reality of how broker-dealers facilitate 
customer orders that are routed to an exchange. Specifically, such 
customer orders are routed to an exchange on a proprietary basis, and 
once an execution is received from an exchange, the execution is 
provided to the customer either on a riskless principal basis or with 
price improvement. Facilitating customer orders on a proprietary basis 
is not a novel concept and serves as the basis of the definition of the 
term ``facilitated order'' in Supplementary Material .03 to FINRA Rule 
5320. While the Exchange proposes that customer-driven orders for the 
purposes of Rule 98 would not be required to be executed on a riskless 
principal basis, this difference does not alter the premise of how 
member organizations facilitate customer orders, as already established 
in Rule 5320.03. Because the proposed definition reflects how customer 
orders are facilitated on a proprietary basis when routed to an 
exchange, the Exchange believes that the proposed amendment to Rule 
98(c)(4) to define the term ``customer-driven order'' would remove 
impediments to and perfect the mechanism of a free and open market.
    The Exchange further believes that providing DMM units with a 
choice of whether to designate a customer-driven order as DMM interest 
would remove impediments to and perfect the mechanism of a free and 
open market because certain DMM rules may conflict with a broker-
dealer's obligation to its customers. As discussed in the 2014 Filing, 
agency orders entered by a member organization that operates a DMM unit 
are not subject to DMM rules.\19\ Yet, if that same customer order were 
routed to the Exchange on a proprietary basis, which is the manner by 
which broker-dealers may handle customer order flow, it would be 
subject to DMM rules. Accordingly, because Rule 98 does not currently 
require agency flow to be subject to DMM rules, the Exchange believes 
it is consistent with the protection of investors and the public 
interest that agency flow that is facilitated by a member organization 
on a proprietary basis at the Exchange would similarly not be required 
to be subject to DMM rules.
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    \19\ See supra note 9.
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    The proposed rule change would further be consistent with the 
protection of investors and the public interest because it would enable 
customer-driven orders to not be subject to DMM rules and eliminate any 
conflict with customer instructions or best execution obligations.
    The Exchange further believes that the proposed amendments to Rule 
98(d) would remove impediments to and perfect the mechanism of a free 
and open market by promoting transparency in Exchange rules regarding 
which rules, fees or credits applicable to DMM quoting or trading 
activity would be applicable to which interest. More specifically, the 
Exchange believes that it would remove impediments to and perfect the 
mechanism of a free and open market to provide specificity in Exchange 
rules that customer-driven orders that have not been designated as DMM 
interest would not be subject to the DMM rules and also would not be 
eligible for DMM fees or credits or to be aggregated with DMM interest 
for purposes of any DMM-related fees or credits or DMM quoting 
obligations.
    Finally, the Exchange believes that the proposed amendment to Rule 
98(c)(5) would remove impediments to and perfect the mechanism of a 
free and open market by removing extraneous rule text, thus promoting 
simplicity in Exchange rules.

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 rule change is 
designed to be pro-competitive because it would remove a restriction 
unique to DMMs as specified in Rule 98, thus enabling existing 
customer-facing market making units to operate as a DMM unit at the 
Exchange without needing to change the manner by which they may 
facilitate customer orders on a proprietary basis at an exchange.

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

    The Exchange respectfully requests accelerated effectiveness of 
this proposed rule change pursuant to Section 19(b)(2) of the Act.\20\ 
The Exchange believes that there is good cause for the Commission to 
accelerate effectiveness because the proposed rule change is consistent 
with the goal of the 2014 Filing to exclude agency orders entered by a 
member organization that operates a DMM unit from being subject to DMM 
rules. The proposed rule change is designed to reflect how member 
organizations represent agency orders and narrowly defines a class of 
proprietary interest that is entered to facilitate customer orders from 
being required to be subject to DMM rules. Moreover, the proposed 
definition of ``customer-driven order'' is not novel, as is it based on 
the existing definition of ``facilitated order'' set forth in 
Supplementary Material .03 to Rule 5320 and Supplementary Material .03 
to FINRA Rule 5320, which already describe how proprietary orders can 
be entered to facilitate a customer order.

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The Exchange believes that difference between the proposed Rule 98 
definition of ``customer-driven order'' and the Rule 5320 definition of 
``facilitated order'' is not material because, if a ``customer-driven 
order'' under Rule 98 is not executed on a riskless principal basis, it 
would still be subject to the requirements of Rule 5320 and would not 
be eligible for the riskless principal exception.
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    \20\ 15 U.S.C. 78s(b)(2).
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    The Exchange further believes that providing DMMs with the choice 
of whether to designate customer-driven orders as DMM interest would 
permit member organizations operating DMM units to facilitate customer-
based order flow at the Exchange without such orders being restricted 
by DMM obligations, which may be contrary to customer instructions or 
best execution obligations. The Exchange further believes that the 
proposed rule change would apply DMM rules fairly because customer-
driven orders not designated as DMM interest, would not be subject to 
the obligations, nor be eligible for the benefits, applicable to DMM 
interest.
    Finally, the Exchange believes there is good cause to accelerate 
effectiveness of this proposed rule change because it would promote 
competition on the Exchange. As has been previously announced, 
additional member organizations are seeking to become approved as 
DMMs.\21\ The proposed rule change would facilitate the transition of 
DMM responsibilities to new entrants that engage in customer-facing 
market making, thereby promoting competition among member organizations 
seeking to be approved as a DMM on the Exchange.
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    \21\ See ``Citadel Securities to become #1 Designated Market 
Maker on NYSE,'' available at http://www.citadelsecurities.com/news/citadel-securities-become-1-designated-market-maker-nyse/ nyse/; and 
``GTS to become Designated Market Maker on the New York Stock 
Exchange,'' available at http://gtsx.com/in-the-news/details/gts-to-become-designated-market-maker-on-the-new-york-stock-exchange.
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    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 Exchange consents, the Commission will:

A. by order approve or disapprove such proposed rule change, or

B. institute proceedings to determine whether the proposed rule change 
should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2016-16 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-NYSE-2016-16. 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-NYSE-2016-16 and should be 
submitted on or before April 5, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-05753 Filed 3-14-16; 8:45 am]
 BILLING CODE 8011-01-P


