
[Federal Register Volume 81, Number 140 (Thursday, July 21, 2016)]
[Notices]
[Pages 47469-47475]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-17201]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78348; File No. SR-NYSEMKT-2016-48]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of 
Proposed Rule Change To Amend Certain Rules Related to Flexible 
Exchange Options

July 15, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 1, 2016, NYSE MKT LLC (``NYSE MKT'' or the ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend certain rules related to Flexible 
Exchange (``FLEX'') Options. The proposed 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 purpose of this filing is to amend certain rules related to 
FLEX Options, as described below.
    FLEX Options are customized equity or index contracts that allow 
investors to tailor contract terms for exchange-listed equity and index 
options.\3\ The Exchange is proposing to modify rules related to FLEX 
Options to offer new alternative terms for FLEX Options and to update 
rule text to more accurately reflect trading in FLEX Options on the 
Exchange.
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    \3\ See generally Section 15, Flexible Exchange Options, Rules 
900G-909G.
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FLEX Options for Binary Return Derivatives Contracts (``ByRDs'')
    The Exchange proposes to modify its rules to enable market 
participants to trade customized--or FLEX--options contracts in 
ByRDs.\4\ Specifically, the

[[Page 47470]]

Exchange proposes to add a new definition of ``FLEX ByRDs,'' which 
would be a ``Binary Return Derivatives contract on any ByRDs-eligible 
underlying security that is subject to the rules in this Section.'' \5\ 
The Exchange also proposes to revise Rule 900G(b)(16) to include FLEX 
ByRDs in the definition of ``Series of FLEX Options.'' \6\ The Exchange 
believes that FLEX ByRDs would enable market participants to negotiate 
terms that differ from standardized ByRDs, which would, in turn, 
provide greater opportunities for investors to manage risk through the 
use of FLEX Options.\7\
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    \4\ ByRDs are European-style option contracts on individual 
stocks, exchange-traded funds (``ETFs'') and Section 107 that have a 
fixed return in cash based on a set strike price; satisfy specified 
listing criteria; and may only be exercised at expiration pursuant 
to the Rules of the Options Clearing Corporation (the ``OCC''). See 
Rules 900ByRDs(b), 915ByRDs.
    \5\ See proposed Rule 900G(b)(17).
    \6\ See proposed Rule 900G(b)(16) (proposing to add that a 
``Series of FLEX Options'' would include, in the case of FLEX ByRDs, 
all such option contracts of the same class having the same 
expiration date, strike price, and exercise settlement amount).
    \7\ The Exchange also proposes to modify Rule 903G(c)(3)(iii) to 
provide that FLEX ByRDs must be settled the same as non-FLEX ByRDs. 
See proposed Rule 903G(c)(3)(iii) (discussed herein under 
``Additional Updates to Reflect Trading in FLEX Options''); see also 
Rule 910ByRDs (Determination of the Settlement Price of ByRDs). As 
ByRDs are settled based on the Volume-Weighted Average Price of the 
underlying security (see id.), the Exchange proposes to add new 
paragraphs (b)(20) of Rule 900G and (c)(5) of Rule 903G to permit 
parties to a FLEX Option to designate a VWAP Settlement (discussed 
below under ``Additional Settlement Styles for FLEX Options: Asian, 
Cliquet and VWAP Style'').
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Additional Settlement Styles for FLEX Options: Asian, Cliquet and VWAP 
Style
    In addition, the Exchange proposes to permit parties to designate 
additional settlement styles for FLEX Options.\8\ Specifically, the 
Exchange proposes to permit parties to FLEX Index Options to designate 
Asian style settlement and Cliquet style settlement, both of which are 
currently offered on another options exchange.\9\
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    \8\ Unless otherwise specified herein, the proposed settlement 
styles would be subject to the same rules as FLEX Options, including 
for hours of trading and margin requirements.
    \9\ See e.g., Chicago Board Options Exchange, Inc. (``CBOE'') 
Rules 24A.1 (Definitions), 24A.4 (Terms of FLEX Options), 24B.1 
(Definitions) and 24B.4 (Terms of FLEX Options). FLEX ByRDs could 
not be settled using Asian or Cliquet settlement. See, e.g., supra 
n. 8.
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    As proposed in new paragraph (b)(4) of Rule 903G and new paragraph 
(b)(18) of Rule 900G, FLEX Index Options with Asian style settlement 
would be cash-settled call \10\ option contracts for which the final 
payout would be based on an arithmetic average of specified closing 
prices of an underlying broad-based index taken on twelve predetermined 
monthly observation dates, including the expiration date (``Asian 
option''). The monthly observation dates would be determined by working 
backwards from the farthest out observation date prior to the 
expiration date. When the scheduled observation date for an Asian 
option occurs on a holiday or a weekend, the observation would occur on 
the immediately preceding business day. The exercise settlement amount 
for Asian options would be calculated similarly to other options (i.e., 
the difference between the strike price and the averaged settlement 
value would determine the value, or ``moneyness'' of the contract at 
expiration). Asian options would have a term of approximately one year 
and would expire anytime from 350 to 371 days (i.e., approximately 50 
to 53 calendar weeks) from the date of initial listing. The contract 
multiplier (or Index Multiplier) for an Asian option that settles in 
U.S. dollars, for example, would be $100.\11\ Finally, because 
settlement value is determined by observations taken over a 12-month 
period, Asian style settlement requires European-style exercise.
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    \10\ Puts would not be permitted.
    \11\ See Rule 900G(b)(12) providing that Index Multiplier means 
the monetary amount, stated in terms of the settlement currency 
specified in the contract, by which the current index settlement 
value is to be multiplied to arrive at the value required to be 
delivered to the holder of a call or the holder of a put upon valid 
exercise of the option and setting forth the established Index 
Multipliers for FLEX Index Options on domestic indices).
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    An example of an Asian FLEX call option expiring in-the-money 
follows. On January 21, 2015, an investor hedging the value of XYZ 
Index over a year purchases a call option expiring on January 22, 2016 
with a strike price of 2000 and a contract multiplier of $100. The 
option has monthly observation dates occurring on the 23rd of each 
month.

------------------------------------------------------------------------
                                                             XYZ Index
                Monthly observation date                   closing value
------------------------------------------------------------------------
23-Feb-15...............................................         2025.36
23-Mar-15...............................................         2049.34
23-Apr-15...............................................         2019.77
22-May-15 *.............................................         1989.65
23-Jun-15...............................................         2005.64
23-Jul-15...............................................         2035.10
21-Aug-15 *.............................................         2032.15
23-Sep-15...............................................         2076.18
23-Oct-15...............................................         2099.01
23-Nov-15...............................................         2109.32
23-Dec-15...............................................         2085.42
22-Jan-16...............................................         2084.81
Exercise (Averaged) Settlement Value....................  24,611.75/12 =
                                                                 2050.98
------------------------------------------------------------------------
* Because Asian FLEX options use the ``preceding business day
  convention,'' the dates of May 23, 2015 and August 23, 2015, were not
  used in the above example because those dates will fall on a weekend
  or a holiday. Instead the business days immediately preceding those
  dates were used as the monthly observation date.

    If, in the above example, the strike price for the Asian FLEX call 
option was 2060, that contract would have expired out-of-the-money. 
This is because the exercise settlement value for this 2060 call option 
is equal to 2050.98 (when rounded). Since the strike price of 2060 is 
more than the 2050.98 exercise settlement value, this option would not 
be exercised and would expire worthless.
    As proposed in new paragraph (b)(5) of Rule 903G and new paragraph 
(b)(19) of Rule 900G, FLEX Index Options with Cliquet style settlement 
would be cash-settled call option contracts for which the final payout 
would be based on the sum of monthly returns (i.e., percent changes in 
the closing value of the underlying broad-based index from one month to 
the next), subject to a monthly return ``cap'' (e.g., 3%), applied over 
twelve monthly observation dates (``Cliquet option''). Cliquet options 
would have a term of approximately one year and would expire anytime 
from 350 to 371 days (which is approximately 50 to 53 calendar weeks) 
from the date of initial listing. The contract multiplier for a Cliquet 
option that settles in U.S. dollars, for example, would be $100.\12\
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    \12\ See id.
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    The parties to a Cliquet option would designate a set of monthly 
observation dates for each contract and an expiration date for each 
contract. The monthly observation date would be the date each month on 
which the price of the underlying broad-based index would be observed 
for the purpose of calculating the exercise settlement value for 
Cliquet FLEX Options. Each Cliquet FLEX Option would have 12 
consecutive monthly observation dates (which includes an observation on 
the expiration date) and each observation would be based on the closing 
price of the underlying broad-based index. The specific monthly 
observation dates would be determined by working backwards from the 
farthest out observation date prior to the expiration date. When the 
scheduled observation date for a Cliquet option occurs on a holiday or 
a weekend, the observation

[[Page 47471]]

would occur on the immediately preceding business day. The parties may 
not designate a subsequent business day convention for Cliquet options.
    The parties to a Cliquet option would designate a capped monthly 
return (percent change in the closing values of the underlying broad-
based index from one month to the next month) for the contract, which 
would be the maximum monthly return that would be included in the 
calculation of the exercise settlement value for the contract. On each 
monthly observation date, the Exchange would determine the actual 
monthly return (the percent change of the underlying broad-based index) 
using the closing value of the broad-based index on the current monthly 
observation date and the closing value of the broad-based index on the 
previous monthly observation date. The Exchange would then compare the 
actual monthly return to the capped monthly return. The value to be 
included as the monthly return for a Cliquet option would be the lesser 
of the actual monthly return or the capped monthly return.
    For example, if the actual monthly return of the underlying broad-
based index was 1.75% and the designated capped monthly return for a 
Cliquet option was 2%, the 1.75% value would be included (and not the 
2%) as the value for the observation date to determine the exercise 
settlement value. Using this same example, if the actual monthly return 
of the underlying broad-based index was 3.30%, the 2% value would be 
included (and not the 3.30%) as the value of the observation date to 
determine the exercise settlement value. This latter example 
illustrates that Cliquet options have a capped upside. Cliquet options 
do not, however, have a capped downside for the monthly return that 
would be included in determining the exercise settlement value. Drawing 
on this same example, if the actual monthly return of the underlying 
broad-based index was -4.07%, the -4.07% value would be included as the 
value for the observation date to determine the exercise settlement 
value. There would be, however, be a global floor for Cliquet options 
so that if the sum of the monthly returns is negative, a Cliquet option 
would expire worthless.
    Unlike other options, Cliquet options would not have a traditional 
exercise (strike) price. Rather, the exercise (strike) price field for 
a Cliquet option would represent the designated capped monthly return 
for the contract and would be expressed in dollars and cents. For 
example, a capped monthly return of 2.25% would be represented by the 
dollar amount of $2.25. The ``strike'' price for a Cliquet option may 
only be expressed in a dollar and cents amount and the ``strike'' price 
for a Cliquet option may only span a range between $0.05 and $25.95. In 
addition, the ``strike'' price for a Cliquet option may only be 
designated in $0.05 increments, e.g., $1.75, $2.50, $4.15. Increments 
of $0.01 in the ``strike'' price field (representing the capped monthly 
return) would not be permitted.
    The first ``monthly'' return for a Cliquet option would be based on 
the initial reference value, which would be the closing value of the 
underlying broad-based index on the date a new Cliquet option is 
listed. The time period measured for the first ``monthly'' return would 
be between the initial listing date and the first monthly observation 
date. For example, if a Cliquet option was opened on January 1 and the 
parties designated the 31st of each month as the monthly observation 
date, the measurement period for the first monthly return would span 
the time period from January 1 to January 31. The time period measured 
for the second monthly return, and all subsequent monthly returns, 
would run from the 31st of one month to the 31st of the next month (or 
the last Exchange business day of each month depending on the actual 
number of calendar days in each month covered by the contract).
    Cliquet options would have European-style exercise and may not be 
exercised prior to the expiration date. The exercise settlement value 
for Cliquet options would be equal to the initial reference price of 
the underlying broad-based index multiplied by the sum of the monthly 
returns (with the cap applied) on the 12 consecutive monthly 
observation dates, which include the expiration date of the option, 
provided that the sum is greater than 0. If the sum of the monthly 
returns (with the applied cap) is 0 or a less, the option would expire 
worthless.
    An example of a Cliquet option follows. On January 21, 2015, an 
investor hedging the value of XYZ Index over a year purchases a Cliquet 
FLEX call option expiring on January 22, 2016 with a capped monthly 
return of 2% and a contract multiplier of $100. The initial reference 
price of XYZ Index (closing value) on January 21, 2015 is 2000. The 
option has monthly observation dates occurring on the 23rd of each 
month.

----------------------------------------------------------------------------------------------------------------
                                                                                                      Sum of
                                                     XYZ Index    Actual monthly  Capped monthly      monthly
            Monthly observation date               closing value      return       return (CMRi)      returns
                                                       (Si)          (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
23-Feb-15.......................................         2025.36            1.27            1.27            1.27
23-Mar-15.......................................         2049.34            1.18            1.18            2.45
23-Apr-15.......................................         2019.77           -1.44           -1.44            1.01
22-May-15 *.....................................         1989.65           -1.49           -1.49           -0.48
23-Jun-15.......................................         2005.64            0.80            0.80            0.32
23-Jul-15.......................................         2035.10            1.47            1.47            1.79
21-Aug-15 *.....................................         2032.15           -0.14           -0.14            1.65
23-Sep-15.......................................         2076.18            2.17         ** 2.00            3.65
23-Oct-15.......................................         2099.01            1.10            1.10            4.75
23-Nov-15.......................................         2109.32            0.49            0.49            5.24
23-Dec-15.......................................         2085.42           -1.13           -1.13            4.11
22-Jan-16.......................................         2084.81           -0.03           -0.03            4.08
                                                 ---------------------------------------------------------------
Exercise Settlement Value.......................                  [(4.08% * 2000.00)] + 2 = 83.60
----------------------------------------------------------------------------------------------------------------
* Because Cliquet FLEX options use the ``preceding business day convention,'' the dates of May 23, 2015, and
  August 23, 2015, were not used in the above example because those dates fall on a weekend or a holiday.
  Instead the business days immediately preceding those dates were used as the monthly observation dates.
** Monthly capped return applied.


[[Page 47472]]

    The ``strike price'' for a Cliquet option is determined by the 
agreed upon capped monthly return, which in this example is 2%. The 
Exercise Settlement Value (``ESV'') is the greater of zero (0) or 
[(Closing price of index on trade date * sum of capped returns) + 
Strike Price]. However, as with standard options, the Total Return, or 
payout, at expiration is based on how much the ESV exceeds the Strike 
Price (i.e., the ESV minus the Strike Price). Thus, in this example, 
the ESV for this January 22, 2016 Cliquet option is 83.60, which 
exceeds the Strike Price by 81.60. The contract multiplier ($100) is 
then applied (81.60 * $100) resulting in $8,160 as the cash settlement 
between the writer of the contract and the buyer of the contract. If 
the sum of the monthly capped returns had been negative, this option 
would have expired worthless.
    Finally, the Exchange proposes to permit parties to a FLEX Equity 
Option or a FLEX ByRD to designate a ``VWAP Settlement,'' wherein the 
settlement value of a FLEX Option would be determined by the Volume-
Weighted Average Price (or VWAP) of the underlying on the expiration 
day of the contract. Specifically, as proposed in new paragraphs 
(b)(20) of Rule 900G and (c)(5) of Rule 903G, parties to FLEX Options 
may designate VWAP settlement with call or put options and the 
settlement price would be calculated as the amount in which the VWAP of 
all reported transactions in the underlying security (rounded to $0.01) 
on the expiration date exceed the agreed upon ``exercise (strike) 
price'' of the option. Because the settlement value is not determined 
until the date of expiration, FLEX Options with a VWAP Settlement have 
European-style exercise. The Exchange notes that VWAP transactions are 
becoming increasingly popular in the equities (and options) markets as 
a means to reduce risks associated with the timing of entering an order 
during a volatile period, especially with orders for large positions 
that would disrupt trading if exposed all at once.\13\ A VWAP 
Settlement may also reduce or offset risk at expiration because of 
volatility on the expiration day. The Exchange believes that by using a 
VWAP a trader may ``smooth'' the average price paid or realized for a 
large position. Thus, as proposed, VWAP Settlement for FLEX Options 
would provide market participants with a method to offset risk for a 
large position, regardless of whether the position in the underlying 
security was established using a VWAP methodology.\14\
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    \13\ The Exchange notes that the settlement price of ByRDs are 
based on the VWAP, which for a given underlying security means the 
sum of the dollar value of trades reported to the Consolidated Tape 
(price multiplied by number of shares traded) divided by the total 
number of shares traded during the entire last day of trading on the 
business day of their expiration, or, in the case of an option 
contract expiring on a day that is not a business day, on the 
business day prior to expiration. See Rule 910ByRDs (Determination 
of the Settlement Price of ByRDs).
    \14\ While VWAP Settlement would be available for FLEX Equity 
Options, as noted herein, FLEX ByRDs would be required to be settled 
using VWAP Settlement. See, e.g., supra n. 8 and proposed Rule 
903G(c)(3)(iii).
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    Regarding the proposed settlement styles, the Exchange would use 
the same surveillance procedures currently utilized for the Exchange's 
other FLEX Options, including FLEX Index Options. The Exchange further 
represents that these surveillance procedures will be adequate to 
monitor trading in these option products. For surveillance purposes, 
the Exchange would have access to information regarding trading 
activity in the pertinent underlying securities.
FLEX Exercise Prices and Premiums
    The Exchange also proposes to modify how exercise prices and 
premiums for FLEX Options may be expressed, which would reflect recent 
changes in the marketplace. The Exchange notes that when it adopted 
rules for FLEX Options, strike prices were designated in one-eighth of 
a dollar, and options were priced in fractions of a dollar. Now that 
decimalization has been applied to options trading, including trading 
in FLEX Options, certain exchange rules have been revised to reflect 
the decimal equivalent of a previously approved fractional term. Thus, 
the Exchange proposes to modify current Rule 903G(b)(1) and (c)(2). 
First, in the case of FLEX Equity Options, the Exchange proposes to 
modify Rule 903G(c)(2) to clarify that exercise prices and premiums may 
be stated in:
    (i) A dollar amount; (ii) a method for fixing such a number at the 
time a FLEX Request for Quote or FLEX Order is traded; or (iii) a 
percentage of the price of the underlying security at the time of the 
trade or as of the close of trading on the Exchange on the trade 
date.\15\
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    \15\ Current rule 903G(c)(2) provides that ``[e]xercise prices 
and premiums may be stated in dollar amount or percentage of the 
price of the underlying security, rounded to the nearest minimum 
price variation (as set forth in Rule 960NY)''.

The Exchange notes that this change would align with the Exchange's 
treatment of FLEX Index Options as well as the rules of other 
exchanges.\16\ In addition, the Exchange proposes to modify Rule 
903G(b)(1) and (c)(2) to provide that:
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    \16\ See, e.g., Rule 903G(b)(1); CBOE Rule 24A.4(b)(2) and 
(c)(2).
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    Exercise prices may be rounded to the nearest minimum tick or other 
decimal increment determined by the Exchange on a class-by-class basis 
that may not be smaller than $0.01. Premiums will be rounded to the 
nearest minimum tick. For exercise prices and premiums stated using a 
percentage-based methodology, such values may be stated in a percentage 
increment determined by the Exchange on a class-by-class basis that may 
not be smaller than 0.01% and will be rounded as provided above.\17\
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    \17\ See proposed Rule 903G(b)(1) and (c)(2).
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    The Exchange notes that this proposed change is consistent with the 
rules of another options exchange.\18\ In this regard, the Exchange 
also proposed to modify Rule 903G(a)(3)(i) to eliminate reference to 
fractional pricing.\19\ The Exchange believes this change would provide 
greater flexibility in terms of describing an option contract tailored 
to the needs of the investor.
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    \18\ See, e.g., CBOE Rule 24A.4(b)(2) and (c)(2).
    \19\ The Exchange also proposes to make a non-substantive 
changes to paragraphs (a)(3)(ii) and (b)(2) and (3) of Rule 903G to 
re-locate the semi-colon and to replace a semi-colon with a period, 
respectively.
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Additional Updates To Reflect Trading in FLEX Options
    The Exchange is also proposing the following modifications to 
streamline and update FLEX Options Rules:
     ``FLEX'' Options. The Exchange proposes to define ``FLEX'' 
as shorthand for Flexible Options in the title of Section 15.\20\
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    \20\ See proposed Section 15 (Flexible Exchange (``FLEX'') 
Options). The Exchange also proposes to delete an extraneous ``t'' 
from the word the in Rule 900G(a).
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     Floor Market Makers. The Exchange proposes to replace 
reference in the FLEX rules to ``Registered Options Traders'' (``ROT'') 
with ``Floor Market Makers,'' \21\ which is consistent with an approval 
order by the SEC, which provided, that, among other changes, ROTs would 
be referred to in Exchange rules as Floor Marker Makers.\22\
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    \21\ See proposed Rules 900G(b)(4), 906G(a)(iv) and (b), 908G, 
909G (updating title of rule) and 909G(b).
    \22\ See Securities and Exchange Act Release No. 59472 (February 
27, 2009) 74 FR 9843, 9843, n. 11. (March 6, 2009) (SR-NYSEALTR-
2008-14) (in filing for this rule change, the Exchange noted that 
certain terms in then, NYSE Alternext Rules 900G-909G would ``become 
outdated upon approval of the rules proposed herein'' and that the 
Exchange would file subsequent filings to address these outmoded 
references). In approving this proposal, the Commission noted that 
the general term Market Maker in the proposed rules includes, among 
others, Specialists and Floor Market Makers.
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     Flex Official. The Exchange proposes to add the concept of 
a ``FLEX Official'' to Rule 900G(b)(21) and new

[[Page 47473]]

Rule 910G, which position is consistent with another options exchange 
that trade FLEX Options.\23\ In short, a FLEX Official has the 
regulatory responsibility for reviewing the conformity of FLEX trades 
to the terms and specifications contained in FLEX rules.\24\ Proposed 
Rule 900G(b)(21) would define a FLEX Official as being an Exchange 
employee that carries out the duties set forth in proposed Rule 910G, 
FLEX Official. Pursuant to proposed Rule 910G(a), the Exchange may at 
any time designate an Exchange employee to act as a FLEX Official in 
one or more classes of FLEX Options and may also designate other 
qualified employees to assist the FLEX Official as the need arises. 
Further, a FLEX Official would have the regulatory responsibility for 
reviewing the conformity of FLEX trades to the terms and specifications 
contained in Rule 903G (Terms of FLEX Options), including posting FLEX 
Requests for Quotes for dissemination; determining the BBO; ensuring 
that FLEX contracts are executed in conformance with the priority 
principles set forth in Rule 904G (FLEX Trading Procedures and 
Principles); and calling upon Specialists to make FLEX Quotes in 
specific classes of FLEX Equity Options, per Rule 927NY(c), which sets 
forth the obligations of Specialists.\25\ In this regard, the Exchange 
likewise proposes to modify Rule 904G(a)(i)-(ii) (FLEX Trading 
Procedures and Principles) to clarify the FLEX Officials, not FLEX 
Specialists, would handle Requests for Quotes from OTP Holders and OTP 
Firms. The Exchange notes that these responsibilities were previously 
handled by Specialists but are currently handled by FLEX Officials.\26\ 
The Exchange also proposes to modify reference to ``FLEX Post 
Official'' in Rule 927NY to ``FLEX Official,'' which would add clarity 
and transparency to Exchange rules.
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    \23\ See NYSE Arca Rules 5.30(b)(7) and 5.38.
    \24\ See id.
    \25\ See proposed Rule 910G(b)(1)-(5).
    \26\ See proposed Rule 904G(a)(i)-(ii).
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    Second, consistent with the foregoing changes, the Exchange 
proposes to modify Rule 904G(a)(ii) and (c)(i)-(iii) to more accurately 
reflect the handling of FLEX Quotes and requests for such quotes. When 
the Exchange introduced FLEX Options, the Exchange displayed FLEX 
Request for Quotes and FLEX Quotes at physical FLEX posts. However, as 
trading in FLEX Options gained popularity, it became apparent that 
liquidity for FLEX Options was more readily available at trading posts 
where the standard options in the underlying security traded rather 
than at a specific FLEX post. And, over time, Floor Participants would 
ask Floor Brokers to communicate the existence of trading interest in 
particular FLEX Options through various means to their customers and 
correspondents. Thus, the Exchange proposes to revise the rules to 
reflect that the FLEX Request for Quotes or the FLEX Quotes are 
``disseminated'' (rather than displayed), which would add clarity and 
transparency to Exchange rules.\27\ Similarly, because there are no 
longer specific physical FLEX post on the Trading Floor, the Exchange 
proposes to remove the FLEX modifier from Rule 904G(b)(i), such that 
the revised rule text refers only to a ``post,'' which the Exchange 
believes would add clarity and consistency to Exchange rules. The 
Exchange also proposes to make a non-substantive change to Rule 
904G(c)(ii) to replace a colon with a semi-colon. The Exchange believes 
these changes would add clarity, transparency and internal consistency 
to Exchange rules.
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    \27\ See proposed Rule 904G(a)(ii) and (c)(i)-(iii).
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     Obsolete Foreign Currencies. The Exchange proposes to 
modify rule text relating to FLEX Options to remove obsolete references 
to foreign currencies that are no longer in circulation, which would 
add clarity and transparency to Exchange rules. Specifically, the 
Exchange proposes to remove references in the FLEX rules to Deutsche 
Marks and French Francs.\28\
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    \28\ See proposed 900G(b)(12), 903G(b)(3), 904G(g). The Exchange 
also proposes to modify Rule 900G(b)(12) relating to the reference 
to ``British Pound'' to both remove errant brackets and pluralize 
``Pounds.'' See proposed 900G(b)(12), 904G(g).
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     Terms of FLEX Options. The Exchange proposes to modify 
several aspects of Rule 903G (Terms of FLEX Options). First, the 
Exchange proposes to clarify that each FLEX Request for Quote and FLEX 
contract must contain the underlying security in the case of FLEX 
Equity Options or (as opposed to ``and'') the underlying index, in the 
case of FLEX Index Options.\29\ The Exchange also proposes to make a 
non-substantive change to Rule 903G(c)(4) to clarify the reference to 
Rule 805 of the Options Clearing Corporation.\30\ The Exchange believes 
these changes would add clarity, transparency and internal consistency 
to Exchange rules.
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    \29\ See proposed Rule 903G(a)(2)(i).
    \30\ See proposed 903G (c)(4).
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     Financial Requirements for Specialist. The Exchange also 
proposes to modify Rule 909G(c) to update the cross-reference regarding 
the financial requirements of Specialists to Rule 927NY(c)(10), and to 
remove the obsolete rule references to Rule 171 and Rule 950(h).\31\
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    \31\ See Securities and Exchange Act Release No. 59454 (February 
25, 2009), 74 FR 9461 (March 4, 2009) (SR-NYSEALTR-2009-17) 
(approving proposal to replace certain then-existing Alternext 
Rules, including Rules 171 and 950 regarding the financial 
requirements of Specialists, with Rule Section 900NY, including Rule 
927NY (Specialists)).
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    Second, the Exchange proposes to modify Rule 903G(a)(2)(vii) to 
make clear that the minimum size of one contract for FLEX Options 
applies to both transactions (per current rule text) ``and quotations'' 
(per proposed rule text). This proposed change corresponds to the 
Commission's approval, in 2014, of the Exchange's proposal to adopt on 
a permanent basis its pilot program regarding minimum value sizes for 
opening transactions in new series of FLEX Options and FLEX Quotes.\32\ 
The Exchange believes this change would add clarity and transparency to 
Exchange rules.
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    \32\ See Securities and Exchange Act Release No. 72536 (July 3, 
2014) 79 FR 39425 (July 10, 2014) (SR-NYSEMKT-2014-21).
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    The Exchange is proposing to modify Rule 903G(c)(3) to address 
exercise settlement of FLEX Options that are cash-settled, as the 
current rule only addresses exercise settlement by physical 
delivery.\33\ Specifically, the Exchange proposes to designate the 
current description of exercise settlement by physical delivery as 
paragraph (3)(i) and to add a description of cash-settlement in 
paragraph (3)(ii). Finally, the Exchange proposes paragraph (3)(iii) to 
state that exercise settlement of FLEX ByRDs would the same as non-FLEX 
ByRDs, pursuant to Rule 910ByRDs.\34\
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    \33\ Rule 903G(c)(3) currently provides that ``[e]xercise 
settlement shall be by physical delivery of the underlying 
security.''
    \34\ See proposed Rule 903G(c)(3)(i)-(iii).
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    The Exchange also proposes to modify Commentary .01 to Rule 903G, 
to provide that FLEX Options may be permitted in puts and calls that do 
not have identical terms, including, as proposed, ``the same settlement 
style.'' Commentary .01 to Rule 903G is designed to prevent the trading 
of a FLEX Option that has the exact same terms (underlying security, 
exercise style, expiration date, exercise price and, as proposed, 
settlement style) as a Standard or (non-FLEX) Option. In other words, 
as long as just one term of the FLEX Option is different from an 
existing ``regular'' or ``non-FLEX'' option it may be traded as a FLEX 
Option.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b)

[[Page 47474]]

of the Securities Exchange Act of 1934 (the ``Act''),\35\ in general, 
and furthers the objectives of Section 6(b)(5) of the Act,\36\ in 
particular, in that it is designed to prevent fraudulent and 
manipulative acts and practices, 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, and, in 
general, to protect investors and the public interest.
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    \35\ 15 U.S.C. 78f(b).
    \36\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposal to add FLEX ByRDs would 
remove impediments to and perfect the mechanism of a free and open 
market as FLEX ByRDs would enable market participants to negotiate 
terms that differ from standardized ByRDs, which would, in turn provide 
greater opportunities for investors to manage risk through the use of 
FLEX Options to the benefit of investors and the public interest.
    The Exchange believes that the proposal to permit additional 
settlement types--Asian, Cliquet and VWAP--would remove impediments to 
and perfect the mechanism of a free and open market because the 
proposed rule change would provide OTP Holders with enhanced methods to 
manage risk by more finely tailoring a FLEX Option, within specified 
limits, to the underlying security or index through a variety of 
settlement calculations and styles. In addition, this proposal would 
promote just and equitable principles of trade and protect investors 
and the general public because the additional settlement styles for 
FLEX Options would provide investors with additional trading and 
hedging tools. Further, the Exchange notes that its proposal to offer 
Asian and Cliquet-style settlement for FLEX Index Options is consistent 
with the rules of another options exchange and therefore raise no novel 
issues for the Commission.\37\
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    \37\ See supra n. 10.
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    The Exchange notes that permitting VWAP Settlement, which would be 
available for FLEX Equity Options and FLEX ByRDs, would remove 
impediments to and perfect the mechanism of a free and open market 
because the proposed rule change would provide market participants with 
a method to offset risk for a large position, regardless of whether the 
position in the underlying was established using a VWAP methodology.
    The Exchange believes the proposed changes to FLEX Exercise Prices 
and Premiums would remove impediments to and perfect the mechanism of a 
free and open market as this change would provide greater flexibility 
in terms of describing an option contract tailored to the needs of the 
investor. In addition, the proposed changes would promote internal 
consistency in our own rules and would align our rules with that of 
another options exchange and therefore raise no novel issues for the 
Commission.\38\
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    \38\ See supra nn. 16, 18.
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    Regarding the proposed settlement styles, the Exchange would use 
the same surveillance procedures currently utilized for the Exchange's 
other FLEX Options, including FLEX Index Options. The Exchange further 
represents that these surveillance procedures shall be adequate to 
monitor trading in options on these option products. For surveillance 
purposes, the Exchange would have complete access to information 
regarding trading activity in the pertinent underlying securities.
    Finally, the remaining proposed changes to FLEX Options would 
remove impediments to and perfect the mechanism of a free and open 
market as the changes correct inaccuracies in rule text and update the 
rules to better reflect the Exchange's current practices with respect 
to FLEX Options, which have evolved over time. The Exchange believes 
the proposed changes would provide transparency and internal 
consistency within Exchange rules and operate to protect investors and 
the investing public by making the Exchange rules easier to navigate 
and comprehend.

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 proposal is designed to 
increase competition for order flow on the Exchange in a manner that is 
beneficial to investors because it is designed to provide investors 
seeking to effect FLEX Option orders with the opportunity for different 
methods of settling option contracts at expiration. The proposed 
changes are also designed to update Exchange rules regarding FLEX 
Options, including by removing obsolete references, which should 
likewise improve the competitiveness of the Exchange by making it a 
more attractive venue for trading.
    The Exchange notes that it operates in a highly competitive market 
in which market participants can readily direct order flow to competing 
venues who offer similar functionality. The Exchange also believes the 
proposed rule change promotes competition because it would enable the 
Exchange to provide market participants with FLEX Options transaction 
possibilities that are similar to that of other options exchanges. The 
Exchange believes the proposed rules encourage competition amongst 
market participants to provide tailored FLEX Options contracts.

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 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 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-2016-48 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

    All submissions should refer to File Number SR-NYSEMKT-2016-48. 
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

[[Page 47475]]

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 
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-2016-48, and should be submitted on or before 
August 11, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\39\
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    \39\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-17201 Filed 7-20-16; 8:45 am]
 BILLING CODE 8011-01-P


