
[Federal Register Volume 81, Number 179 (Thursday, September 15, 2016)]
[Notices]
[Pages 63515-63522]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-22151]



[[Page 63515]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78802; File No. SR-NYSE-2016-62]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Amending Rule 67 Relating to 
the Tick Size Pilot Program

September 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 August 25, 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, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 67 to (1) describe system 
functionality requirements necessary to implement the Plan to Implement 
a Tick Size Pilot Program submitted to the Commission pursuant to Rule 
608 of Regulation NMS \4\ under the Act (``Plan''), and (2) clarify the 
operation of certain exceptions to the Trade-at Prohibition \5\ on 
Pilot Securities in the third test group. 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.
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    \4\ 17 CFR 242.608.
    \5\ Rule 67(e)(4)(A) defines the ``Trade-at Prohibition'' to 
mean the prohibition against executions by a Trading Center of a 
sell order for a Pilot Security at the price of a Protected Bid or 
the execution of a buy order for a Pilot Security at the price of a 
Protected Offer during regular trading hours. Unless otherwise 
specified, capitalized terms used in this rule filing are based on 
the defined terms of the Plan.
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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 67 to (1) describe system 
functionality requirements necessary to implement the Plan \6\ and (2) 
clarify the operation of certain exceptions to the Trade-at Prohibition 
\7\ on Pilot Securities in the third test group (``Test Group 
Three'').\8\
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    \6\ See Securities and Exchange Act Release No. 74892 (May 6, 
2015), 80 FR 27513 (File No. 4-657) (``Tick Plan Approval Order''). 
See, also, Securities and Exchange Act Release No. 76382 (November 
6, 2015) (File No. 4-657), 80 FR 70284 (File No. 4-657) (November 
13, 2015), which extended the pilot period commencement date from 
May 6, 2015 to October 3, 2016. The Plan was submitted to the 
Commission pursuant to Rule 608 of Regulation NMS. 17 CFR 242.608.
    \7\ See note 5, supra.
    \8\ See infra notes 14-17 and accompanying text for a 
description of Test Group Three.
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    The Plan is designed to study and assess the impact of increment 
conventions on the liquidity and trading of the common stocks of small 
capitalization companies and is currently scheduled to begin on October 
3, 2016. Rule 67, adopted earlier this year to implement the quoting 
and trading requirements of the Plan, will be in effect on a two-year 
pilot period that coincides with pilot period for the Plan.
Background
    On August 25, 2014, NYSE Group, Inc., on behalf of Bats BZX 
Exchange, Inc. (f/k/a BATS Exchange, Inc.), Bats BYX Exchange, Inc. (f/
k/a BATS Y-Exchange, Inc.), Chicago Stock Exchange, Inc., Bats EDGA 
Exchange, Inc. (f/k/a EDGA Exchange, Inc.), Bats EDGX Exchange, Inc. 
(f/k/a EDGX Exchange, Inc.), the Financial Industry Regulatory 
Authority, Inc. (``FINRA''), NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, 
the Nasdaq Stock Market LLC, NYSE MKT LLC, NYSE Arca, Inc., and the 
Exchange (collectively ``Participants''), filed the Plan with the 
Commission, pursuant to Section 11A of the Act \9\ and Rule 608 of 
Regulation NMS thereunder.\10\ The Participants filed the Plan to 
comply with an order issued by the Commission on June 24, 2014 (the 
``June 2014 Order'').\11\ The Plan was published for comment in the 
Federal Register on November 7, 2014,\12\ and approved by the 
Commission, as modified, on May 6, 2015.\13\
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    \9\ 15 U.S.C. 78k-1.
    \10\ See Letter from Brendon J. Weiss, Vice President, 
Intercontinental Exchange, Inc., to Secretary, Commission, dated 
August 25, 2014.
    \11\ See Securities Exchange Act Release No. 72460 (June 24, 
2014), 79 FR 36840 (June 30, 2014).
    \12\ See Securities and Exchange Act Release No. 73511 (November 
3, 2014), 79 FR 66423 (File No. 4-657) (Tick Plan Filing).
    \13\ See Tick Plan Approval Order, supra note 6. See also 
Securities Exchange Act Release No. 77277 (March 3, 2016), 81 FR 
12162 (March 8, 2016) (File No. 4-657), amending the Plan to add 
National Stock Exchange, Inc. as a Participant.
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    The Plan is designed to allow the Commission, market participants, 
and the public to study and assess the impact of increment conventions 
on the liquidity and trading of the common stocks of small 
capitalization companies. The Tick Size Pilot Program will enable the 
Commission to assess whether wider tick sizes would enhance the market 
quality of Pilot Securities for the benefit of issuers and investors. 
Each Participant is required to comply with, and to enforce compliance 
by its member organizations, as applicable, with the provisions of the 
Plan.
    The Tick Size Pilot Program will include stocks of companies with 
$3 billion or less in market capitalization, an average daily trading 
volume of one million shares or less, and a volume weighted average 
price of at least $2.00 for every trading day. The Tick Pilot Program 
will consist of a control group of approximately 1400 Pilot Securities 
and three test groups with 400 Pilot Securities in each selected by a 
stratified sampling.\14\
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    \14\ See Section V of the Plan for identification of Pilot 
Securities, including criteria for selection and grouping.
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    During the pilot, Pilot Securities in the control group will be 
quoted at the current tick size increment of $0.01 per share and will 
trade at the currently permitted increments. Pilot Securities in the 
first test group (``Test Group One'') will be quoted in $0.05 minimum 
increments but will continue to trade at any price increment that is 
currently permitted.\15\ Pilot Securities in the second test group 
(``Test Group Two'') will be quoted in $0.05 minimum increments and 
will trade at $0.05 minimum increments subject to a midpoint exception, 
a retail investor exception, and a negotiated trade exception.\16\ 
Pilot Securities in Test Group Three will be subject to the same terms 
as Test Group Two and also will

[[Page 63516]]

be subject to the ``Trade-at'' requirement to prevent price matching by 
a person not displaying at a price of a Trading Center's ``Best 
Protected Bid or ``Best Protected Offer,'' unless an enumerated 
exception applies.\17\ In addition to the exceptions provided under 
Test Group Two, an exception for Block Size orders and exceptions that 
closely resemble those under Rule 611 of Regulation NMS (``Rule 611'') 
\18\ will apply to the Trade-at requirement.
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    \15\ See Section VI(B) of the Plan. Pilot Securities in Test 
Group One will be subject to a midpoint exception and a retail 
investor exception.
    \16\ See Section VI(C) of the Plan.
    \17\ See Section VI(D) of the Plan.
    \18\ 17 CFR 242.611.
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    The Plan requires the Exchange to establish, maintain, and enforce 
written policies and procedures that are reasonably designed to comply 
with applicable quoting and trading requirements specified in the Plan. 
Accordingly, the Exchange adopted paragraphs (a) and (c)-(e) of Rule 67 
to require member organizations to comply with the quoting and trading 
provisions of the Plan.\19\ The Exchange also adopted paragraph (b) of 
Rule 67 to require member organizations to comply with the data 
collection provisions under Appendix B and C of the Plan.\20\
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    \19\ See, Securities Exchange Act Release No. 76229 (October 22, 
2015), 80 FR 66065 (October 28, 2015) (SR-NYSE-2015-46) (``Quoting & 
Trading Rules Proposal''), as amended by Partial Amendment No. 1 to 
the Quoting & Trading Rules Proposal.
    \20\ See Securities Exchange Act Release No. 77468 (March 29, 
2016), 81 FR 19269 (April 4, 2016) (SR-NYSE-2016-27).
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Trade-at Intermarket Sweep Orders
    The Plan defines a Trade-at Intermarket Sweep Order (``ISO'') as a 
limit order for a Pilot Security that, when routed to a Trading Center, 
is identified as an ISO, and simultaneous with the routing of the limit 
order identified as an ISO, one or more additional limit orders, as 
necessary, are routed to execute against the full displayed size of any 
protected bid (in the case of a limit order to sell) or the full 
displayed size of any protected offer (in the case of a limit order to 
buy) for the Pilot Security with a price that is equal to the limit 
price of the limit order identified as an ISO. These additional routed 
orders also must be marked as ISOs.\21\
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    \21\ See Plan, Section I(MM).
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    The Exchange clarified the use of an ISO in connection with the 
``Trade-at'' requirement in Test Group Three by adopting a 
comprehensive definition of ``Trade-at ISO'' under Rule 
67(a)(1)(D).\22\ The Exchange now proposes to further clarify that, 
when a Trade-at ISO is routed to a Trading Center, when simultaneously 
routing additional limit orders to execute against the full displayed 
size of any protected bid, in the case of a limit order to sell, or the 
full displayed size of any protected offer, in the case of a limit 
order to buy, such additional limit orders can be routed as either 
Trade-at ISOs or ISOs. Therefore, the Exchange is proposing to 
distinguish Trade-at ISOs from ISOs by adding the phrase ``or 
Intermarket Sweep Orders'' to the end of Rule 67(a)(1)(D)(ii), so that 
any such additional routed orders sent to execute against the Trade-at 
ISO limit order would need to be marked as either Trade-at ISOs or 
ISOs.
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    \22\ Rule 67(a)(1)(D) defines Trade-at ISO to mean a limit order 
for a Pilot Security that meets the following requirements: (i) When 
routed to a Trading Center, the limit order is identified as a 
Trade-at Intermarket Sweep Order; and (ii) Simultaneously with the 
routing of the limit order identified as a Trade-at Intermarket 
Sweep Order, one or more additional limit orders, as necessary, are 
routed to execute against the full size of any protected bid, in the 
case of a limit order to sell, or the full displayed size of any 
protected offer, in the case of a limit order to buy, for the Pilot 
Security with a price that is better than or equal to the limit 
price of the limit order identified as a Trade-at Intermarket Sweep 
Order. These additional routed orders also must be marked as Trade-
at Intermarket Sweep Orders.
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    Likewise, the Exchange is proposing to amend Rule 67(e)(4)(C)(x) to 
add the phrase ``or Intermarket Sweep Orders'' into the Trade-at ISO 
exemption to the Trade-at Prohibition, to clarify that a Trading Center 
can simultaneously route Trade-at ISOs or ISOs to execute against the 
full displayed size of the Protected Quotation that was traded at.
Block Size Exemption to Trade-at Prohibition
    The Plan defines Block Size as an order (1) of at least 5,000 
shares, or (2) for a quantity of stock having a market value of at 
least $100,000. The Block Size exception to the Trade-at Prohibition 
permits a Trading Center to immediately execute a Block size order 
against displayed and undisplayed liquidity at a price equal to the 
National Best Bid or National Best Offer, as applicable, without 
satisfying all Protected Quotations at the National Best Bid or 
National Best Offer, as applicable.\23\
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    \23\ See Plan, Section VI(D).
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    The Exchange proposes to amend Rule 67(e)(4)(C)(iii) to clarify how 
the Block Size exception to the Trade-at Prohibition would operate 
under the requirements of the Plan. The Exchange proposes to delete 
subparagraph (C) of Rule 67(e)(4)(C)(iii), which state that, to qualify 
for the Block Size exception, an order may not be executed on multiple 
Trading Centers. By deleting this requirement, the Block Size exception 
to the Trade At Prohibition would apply to an order received by a 
market that has sufficient liquidity to execute such Block Size, 
irrespective of whether the receiving market routes a portion of the 
Block Size order to another Trading Center to comply with Rule 611 or 
Regulation NMS. Any routed interest that returns unexecuted may be 
immediately executed under the same Block Size exception, provided such 
interest remains marketable.
Proposed Amendments to Rule 67 for Tick-Pilot Specific System Changes
    The Exchange proposes to add paragraph (f) of Rule 67 to describe 
changes to system functionality necessary to implement the Plan. 
Paragraph (f) of Rule 67 would set forth the Exchange's specific 
procedures for handling, executing, re-pricing and displaying certain 
order types and order type instructions applicable to Pilot Securities 
in Test Groups One, Two, and Three.
    In determining the scope of these proposed changes to implement the 
Plan, the Exchange reviewed its order types and identified which orders 
and instructions would be inconsistent with the Plan and propose to 
modify the operation of such order types so they will comply with the 
Plan, or, to the extent inconsistent with the Plan, eliminate them. 
These proposed changes are designed to comply with the Plan and to 
allow the Exchange to meet its regulatory obligations under the Plan.
    As part of this review, the Exchange identified order types that 
were designed to comply with the requirements of Regulation NMS. Among 
other things, Regulation NMS requires a trading center to have policies 
and procedures to reasonably avoid displaying quotations that lock or 
cross any protected quotation \24\ and to prevent trade-throughs in NMS 
stocks that do not fall within an exception enumerated in Rule 611(b) 
to Regulation NMS.\25\ As such, under Regulation NMS, an exchange may 
rank undisplayed orders at the price of a protected quotation on an 
away market and execute such non-displayed orders at the price of a 
protected quotation on an away market. By contrast, in Test Group 
Three, an undisplayed order may not trade at the price of a protected 
quotation on an away market. Accordingly, as described below, in order 
to comply with the Plan for Test Group Three securities, the Exchange 
is proposing to modify the behavior of specified orders that are 
currently

[[Page 63517]]

permitted to trade undisplayed at the price of the PBBO or NBBO.
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    \24\ See 17 CFR 242.610(d).
    \25\ See 17 CFR 242.611(b).
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    As described in greater detail below, the Exchange is also 
proposing to reject specified orders in Pilot Securities in Test Group 
Three because the operation of such order types are, by their terms, 
inconsistent with the requirements of the Trade At Prohibition.
Proposed Rule 67(f)(1)--Trade-at Intermarket Sweep Orders
    Proposed Rule 67(f)(1) would describe the handling of Trade-at 
Intermarket Sweep Orders (``TA ISO'') on the Exchange. As described 
above, the requirements for a member organization that enters a TA ISO 
are specified in Rule 67(a)(1)(D)(ii) and differ from the requirements 
for a member organization that enters an IOC ISO (as specified in Rule 
13(e)(3)(A)). However, the Exchange will handle a TA ISO the same way 
it handles an IOC ISO in all securities.
    As proposed in Rule 67(f)(1)(A), the Exchange would accept TA ISOs 
in all securities. Further, TA ISOs must be designated as IOC, may 
include a minimum trade size, and do not route. These requirements are 
based on existing IOC functionality, as specified in Rule 13(b)(2) 
governing IOC Modifiers.
    In addition, proposed Rule 67(f)(1)(B) would provide that the 
Exchange would immediately and automatically execute a TA ISO against 
the displayed and non-displayed bid (offer) up to its full size in 
accordance with and to the extent provided by Exchange Rules 1000-1004 
and will then sweep the Exchange's book as provided in Rule 
1000(d)(iii). Any portion of the TA ISO that is not executed would be 
immediately and automatically cancelled. This proposed rule text is 
based on current Rule 13(e)(3)(B).
    As with Limit Orders designated IOC, proposed Rule 67(f)(1)(C) 
would provide that TA ISOs would be accepted before the Exchange opens 
and would be eligible to participate in the opening transaction at its 
limit price, but would not be accepted during a trading halt or pause 
for participation in a reopening transaction. This proposed rule text 
is based on current Rule 13(b)(2)(D) governing IOC Order participation 
in the opening transaction.
    As noted, TA ISOs would not be accepted during a trading halt or 
pause of participation in a reopening transaction, which represents a 
change from the way the Exchange currently handles NYSE IOC Orders, 
which are also Limit Orders designated IOC.\26\ Currently, NYSE IOC 
Orders received during a trading halt are held for participation in the 
reopening trade and, if not executed as part of the reopening trade, 
are fully or partially cancelled.\27\
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    \26\ NYSE IOC Orders automatically execute against the displayed 
quotation up to its full size and sweep the Exchange book, as 
provided in Rule 1000 to the extent possible, with portions of the 
order routed to other markets if necessary. See Rule 13(b)(2)(B).
    \27\ See Rule 13(b)(2)(E).
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    Finally, proposed Rule 67(f)(1)(D) would provide that TA ISOs may 
not be entered as e-Quotes, d-Quotes, or g-Quotes. This proposed rule 
text is based on current Rule 70(a)(i), which provides that Floor 
broker agency interest files (i.e., e-Quotes, d-Quotes, and g-Quotes) 
do not include ISOs.
Proposed Rule 67(f)(2)--Pilot Securities in Test Groups One, Two, and 
Three
    Proposed Rule 67(f)(2) would describe the procedures for handling, 
executing, re-pricing and displaying of certain order types and order 
type instructions applicable to Pilot Securities in Test Groups One, 
Two and Three.
     Proposed Rule 67(f)(2)(A) would provide that references in 
Exchange rules to the minimum price variation (``MPV''), as defined in 
Supplementary Material .10 to Rule 62, would instead mean the quoting 
minimum price variation specified in paragraphs (c), (d), and (e) of 
this Rule. This proposed rule text promotes transparency in Exchange 
rules to be clear that if a rule specifies that an order will be priced 
based off of the MPV, for Pilot Securities in Test Groups One, Two, and 
Three, the applicable MPV will be the quoting MPV required by the 
Plan.\28\ For example, Rule 13(e)(1)(B) provides that if a Limit Order 
designated with an Add Liquidity Only (``ALO'') modifier is marketable 
against Exchange interest or would lock or cross a protected quotation 
in violation of Rule 610(d) of Regulation NMS, the order will be re-
priced and displayed one MPV, as defined in Supplementary Material .10 
to Rule 62, below the best-priced sell interest (for bids) or above the 
best-priced buy interest (for offers). As provided for in proposed Rule 
67(f)(2)(A), on arrival, the MPV applicable for Limit Orders designated 
ALO in Test Groups One, Two, and Three would be $0.05.
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    \28\ See, e.g., Rules 13(a)(1)(A)(iv), 13(e)(1)(B), and 
13(e)(3)(C)(ii).
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     Consistent with the Plan, proposed Rule 67(f)(2)(B) would 
provide that pre-opening indications, as defined in Rule 15(a),\29\ 
would be published in $0.05 pricing increments for Pilot Securities in 
Test Groups One, Two, and Three.
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    \29\ Rule 15(a) provides that pre-opening indications will 
include the security and the price range within which the opening 
price is anticipated to occur and will be published via the 
securities information processor and proprietary data feeds.
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     Proposed Rule 67(f)(2)(C) would provide that Mid-Point 
Passive Liquidity (``MPL'') Orders, which are undisplayed limit orders 
that automatically execute at the mid-point of the protected best bid 
(``PBB'') and the protected best offer (``PBO''),\30\ must be entered 
with a limit price in a $0.05 pricing increment consistent with the 
Plan. While MPL Orders in all Test Groups would be eligible to trade at 
the midpoint of the PBBO, which may not be in a $0.05 pricing 
increment, the Exchange proposes that the limit price specified for 
such orders must be in the quoting MPV for Test Groups One, Two, and 
Three.
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    \30\ See Rule 13(d)(1)(A).
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     Proposed Rule 67(f)(2)(D) would clarify that trading 
collars that are not in the trading MPV for the security would be moved 
to the nearest price in the trading MPV for that security. Trading 
collars applicable to incoming Market Orders and marketable Limit 
Orders are specified in Rule 1000(c). As specified in that rule, Trade 
Collars are calculated as a specified percentage above the NBO (for buy 
orders) or below the NBB (for sell orders). As described in greater 
detail below, if the application of the percentage against the NBBO 
results in a price that is not in the applicable MPV, the Exchange will 
round the result down to the nearest MPV. For Pilot Securities in Test 
Groups One and Two, because the trading MPV is $0.01, the Exchange will 
use the $0.01 MPV when rounding down the Trading Collar. For Pilot 
Securities in Test Group Three, the Exchange will use the $0.05 MPV 
when rounding down the Trading Collar.
Proposed Rule 67(f)(3)--Pilot Securities in Test Groups Two and Three
    Proposed Rule 67(f)(3) would specify procedures for handling, 
executing, and re-pricing of Retail Price Improvement Orders (``RPI'') 
applicable to Pilot Securities in Test Groups Two and Three. An RPI is 
a non-displayed order that is priced better than the best protected bid 
or offer (``PBBO'') utilized by Retail Liquidity Providers (``RLPs'') 
and non-RLP member organizations to provide potential price improvement 
to retail investor orders.\31\ Consistent with

[[Page 63518]]

the requirements of the Plan, which requires a minimum of $0.005 price 
improvement in retail programs in Test Groups Two and Three instead of 
the $0.001 price improvement specified in Rule 107C, proposed Rule 
67(f)(3) would provide that RPIs must be entered with a limit price and 
an offset in a $0.005 increment.
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    \31\ See Rule 107C. In July 2012, the Commission approved the 
Retail Liquidity Program on a pilot basis. See Securities Exchange 
Act Release No. 67347 (July 3, 2012), 77 FR 40673 (July 10, 2012) 
(``RLP Approval Order'') (SR-NYSE-2011-55). See also Securities 
Exchange Act Release No. 78600 (August 17, 2016), 81 FR 57642 
(August 23, 2016) (SR-NYSE-2016-54) (extending pilot to December 31, 
2016). The Exchange established the Program to attract retail order 
flow to the Exchange, and allow such order flow to receive potential 
price improvement. See RLP Approval Order, 77 FR at 40674.
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Proposed Rule 67(f)(4)--Pilot Securities in Test Group Three
    Proposed Rule 67(f)(4) would specify procedures for handling, 
executing, re-pricing and displaying of certain order types and order 
type instructions applicable to Pilot Securities in Test Group Three. 
The proposed changes to order behavior for Pilot Securities in Test 
Group Three are designed to comply with the Trade-at prohibition by 
changing the ranking of orders that trade at non-displayed prices 
unless the execution is eligible for an exception.
     Under Rule 72(c)(i), an automatically executing order will 
trade first with any unexecuted Market Orders, allocated on time 
priority, and then with displayable bids (offers). If there is 
insufficient displayable volume to fill the order, an automatically 
executing order will trade next with non-displayable interest on 
parity. The Exchange proposes to modify these requirements for Pilot 
Securities in Test Group Three. Under proposed Rule 67(f)(4)(A), an 
incoming automatically executing order to sell (buy) will trade with 
displayable bids (offers) and route to protected bids (offers) before 
trading with an unexecuted Market Order held undisplayed at the same 
price. Further, proposed Rule 67(f)(4)(A) would provide that, after 
trading or routing, or both, any remaining balance of such an incoming 
automatically executing order would satisfy any unexecuted Market 
Orders in time priority before trading with non-displayable interest on 
parity. As such, proposed Rule 67(f)(4)(A) would specify the ranking of 
orders for Pilot Securities in Test Group Three and is designed to 
assure that non-displayed orders, including unexecuted Market Orders, 
will not price match protected quotations. Instead, the Exchange will 
either route or cancel an incoming order, consistent with the order's 
instructions, before trading with either unexecuted Market Orders or 
non-displayed orders.\32\
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    \32\ For example, a Do Not Ship (DNS) Order will cancel if 
compliance with Exchange rules or federal securities laws requires 
that all or part of such order be routed to another market center 
for execution. See Rule 13(e)(2).
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     Proposed Rule 67(f)(4)(B) would set forth the trading 
restrictions applicable to ISOs in Test Group Three.
    [cir] Proposed Rule 67(f)(4)(B)(i) would provide that, on entry, 
Day ISOs would be eligible for the Trade-at ISO exception set forth in 
proposed Rule 67(e)(4)(C)(x). Because a member organization that enters 
a Day ISO to buy (sell) must simultaneously route one or more limit 
orders to execute against the full displayed size of any protected 
offer (bid), a member organization entering a Day ISO would have met 
the obligations specified in Rule 67(e)(4)(C)(x). Accordingly, proposed 
Rule 67(f)(4)(B)(i) would provide that on entry, Day ISOs would be 
eligible for the exception set forth in Rule 67(e)(4)(C)(x).
    [cir] Proposed Rule 67(f)(4)(B)(ii) would provide that an IOC ISO 
to buy (sell) would not trade with non-displayed interest to sell (buy) 
that is the same price as a protected offer (bid) unless the limit 
price of such IOC ISO is higher (lower) than the price of the protected 
offer (bid). As such, an arriving IOC ISO would be permitted to trade 
with undisplayed orders resting on the NYSE order book only if the 
limit price of the arriving IOC ISO order is better than the PBBO. This 
would be permitted under the Trade-at Prohibition because to enter an 
IOC ISO to buy (sell) at a price higher (lower) than PBO (PBB), the 
entering firm would have been required to simultaneously route limit 
orders to execute against the full size of the PBO (PBB).
     Proposed Rule 67(f)(4)(C) would set forth the restrictions 
applicable to resting non-displayed interest, i.e., a resting order to 
buy (sell) that is not displayed at the price at which it is eligible 
to trade. Resting non-displayed interest on the Exchange could include 
Non-Display Reserve Orders,\33\ Non-Display Reserve e-Quotes,\34\ the 
reserve interest of Minimum Display Reserve Orders and Minimum Display 
Reserve e-Quotes,\35\ and pegging interest that is not displayed.\36\ 
The proposed rule changes are designed to assure that these orders 
would not price match a protected quotation.
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    \33\ A ``Non Displayed Reserve Order'' is a Limit Order that is 
not displayed, but remains available for potential execution against 
all incoming automatically executing orders until executed in full 
or cancelled. See Rule 13(d)(1)(A).
    \34\ See Rule 70(f)(ii).
    \35\ A ``Minimum Display Reserve Order'' is a Limit Order that 
will have a portion of the interest displayed when the order is or 
becomes the Exchange BBO and a portion of the interest (``reserve 
interest'') that is not displayed. See Rules 13(d)(2)(C) and 
70(f)(i).
    \36\ See Rule 13(f)(1)(A) (Pegging interest includes non-
displayable interest to buy or sell at a price to track the same-
side PBBO). d-Quotes enable Floor brokers to enter discretionary 
instructions as to the price at which the d-Quote may trade and the 
number of shares to which the discretionary price instructions 
apply. Executions of d-Quotes within a discretionary pricing 
instruction range are considered non-displayable interest for 
purposes of Rule 72. See Rule 70.25(a)(ii).
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    [cir] Proposed Rule 67(f)(4)(C)(i) would provide that resting non-
displayed interest to buy (sell) would not trade at the price of a 
protected offer (bid).
    [cir] Proposed Rule 67(f)(4)(C)(ii) would provide that resting non-
displayed interest to buy (sell) would not trade at the price of a 
protected bid (offer) unless the incoming order to sell (buy) is a TA 
ISO, Day ISO, or IOC ISO that has a limit price lower (higher) than the 
price of the non-displayed interest. In such case, the arriving TA ISO, 
Day ISO, or IOC ISO would be eligible to trade with resting contra-side 
non-displayed interest that is priced equal to a same-side protected 
quote because the entering firm would have met its obligation to 
simultaneously route additional limit orders to trade with such 
protected quotation. Proposed Rule 67(f)(4)(C)(iii) would provide that, 
in order to avoid trading with an arriving order at the price of a 
protected quotation, resting non-displayed interest will either be 
routed, cancelled, or re-priced, consistent with the terms of the 
order.
     Proposed Rule 67(f)(4)(D) would provide that d-Quotes in 
Pilot Securities in Test Group Three would not exercise discretion as 
provided for in Rule 70.25 if (i) exercising such discretion would 
result in an execution at the price of a protected quotation, or (ii) 
the price of a protected bid (offer) is equal to or higher (lower) than 
the filed price of the d-Quote. As defined in Rule 70.25, a d-Quote is 
an e-Quote, i.e., a Floor broker agency interest file, that has 
discretionary instructions as to size or price, or both. The 
discretionary price or size at which a d-Quote may trade is not 
displayed. If the discretionary instructions of a d-Quote cannot be 
met, it will trade as a regular e-Quote at its filed price.\37\ As 
provided for in Rule 70.25(e)(v)(A)(1), to determine whether to 
exercise discretion for d-Quotes on the Exchange's book, the Exchange 
will use the amount of discretion necessary to permit a trade on the 
Exchange consistent with Rule 611. Therefore, a d-Quote may exercise 
discretion to trade at the price of a protected quotation, but

[[Page 63519]]

not through the price of a protected quotation.
---------------------------------------------------------------------------

    \37\ See Rule 70.25(a)(iv).
---------------------------------------------------------------------------

    Because interest that is non-displayed cannot price match protected 
quotations under the Trade-at Prohibition, the Exchange proposes to 
amend the operation of d-Quotes in Pilot Securities in Test Group Three 
to prevent the possibility that exercising discretion, i.e., a trade at 
a non-displayed price, would result in a trade at the price of a 
protected quotation. To effect this change, the Exchange proposes that 
the Exchange would not exercise discretion for a d-Quote if exercising 
discretion would result in an execution at the price of a protected 
quotation. In addition, the Exchange proposes that if the protected bid 
(offer) is equal to or higher (lower) than the filed price of the d-
Quote, the Exchange would not exercise discretion for that d-Quote.\38\ 
The Exchange believes that restricting d-Quote discretion in these 
circumstances would reduce the potential for non-displayed interest to 
execute at the price of a protected quotation, in violation of the 
Trade-at Prohibition.
---------------------------------------------------------------------------

    \38\ For example, assume the Exchange has a resting d-Quote to 
buy with $0.10 of price discretion that is filed at $10.05 and there 
is a protected bid of $10.05 and a protected offer of $10.20. Assume 
that the Exchange receives a sell order priced at $10.10. Under Rule 
70.25, the resting d-Quote to buy could exercise price discretion to 
trade with that incoming order. However, under proposed Rule 
67(f)(4)(D), for Pilot Securities in Test Group Three, that resting 
d-Quote order to buy would not exercise price discretion because it 
would result in a trade based on a non-displayed price that would be 
ahead of the same-side protected bid.
---------------------------------------------------------------------------

     Proposed Rule 67(f)(4)(E) would provide that only buy and 
sell orders that are entered into the Cross Function pursuant to 
Supplementary Material .10 to Rule 76 \39\ would be eligible for the 
Block Size exception to the Trade-at Prohibition set forth in Rule 
67(e)(4)(C)(iii), as amended. Rule 67(e)(4)(C)(iii), described in more 
detail above, sets forth the Block Size exception to the Trade-at 
Prohibition. The Exchange believes that orders that meet the Block Size 
definition and that are entered pursuant to Rule 76.10 would meet this 
exception because the Cross Function identifies when eligible orders 
can be executed at a price.\40\
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    \39\ Supplementary Material .10 to Rule 76 provides for a 
``Cross Function'' that Floor brokers may use to monitor compliance 
with Rule 611 of Regulation NMS. To be eligible for this Cross 
Function, the proposed cross transaction must be for at least 10,000 
shares or a quantity of stock having a market value of $200,000 or 
more.
    \40\ See Rule 76.10(a).
---------------------------------------------------------------------------

     Proposed Rule 67(f)(4)(G) would specify behavior of 
certain Self-Trade Prevention (``STP) Modifiers in Test Group Three and 
would provide that incoming orders designated with an STPN Modifier 
would cancel before routing or trading with non-displayed orders if the 
opposite-side resting interest marked with an STP modifier with the 
same market participant identifier (``MPID'') is a displayed order. 
Rule 13(f)(3) describes the Exchange's STP Modifiers. As provided for 
in Rule 13(f)(3)(A), an incoming order designated with an STP modifier 
will be prevented from executing against a resting opposite-side order 
also designated with an STP modifier with the same MPID. Such incoming 
order will execute against all available opposite-side interest, 
displayed and non-displayed, and will be evaluated for cancellation 
only to the extent it would execute against opposite-side interest with 
an STP modifier with the same MPID. Rule 13(f)(3)(C)(i) further 
describes the STP Cancel Newest (``STPN'') modifier, pursuant to which, 
after executing with all other opposite-side interest that does not 
have an STP modifier with the same MPID, the remaining balance of the 
incoming order would cancel. For Pilot Securities in Test Group Three, 
because an incoming order cannot trade with non-displayed interest 
before routing to protected quotations, orders with an STP modifier 
will first be evaluated against displayed orders, then routed to 
protected quotations, if applicable. Only then would an incoming order 
with an STP modifier be evaluated against resting non-displayed orders 
with an STP modifier from the same MPID. However, for Pilot Securities 
in Test Group Three with an STPN modifier, the Exchange proposes that 
if there are opposite-side displayed orders with an STP modifier from 
the same MPID, consistent with the STPN instruction, such incoming 
order with an STPN modifier would cancel in order to prevent an 
execution of that order against the resting displayed order with the 
matching STP modifier. As such, an order with an STPN modifier will not 
route or trade with resting non-displayed orders that do not include an 
STP modifier from the same MPID if there is a resting displayed order 
with an STP modifier from the same MPID.
     Finally, proposed Rule 67(f)(4)(G) would provide that g-
Quotes and Buy Minus/Zero Plus Orders, as defined in Rule 13, would be 
rejected.
    [cir] A g-Quote is an electronic method for Floor brokers to 
represent orders that yield priority, parity and precedence based on 
size to displayed and non-displayed orders on the Exchange's book, in 
compliance with Section 11(a)(1)(G) of the Act.\41\ Under the Trade-at 
Prohibition, however, because incoming orders would route to protected 
quotations before trading with non-displayed interest, a resting g-
Quote would be required to yield not only to non-displayed orders on 
the Exchange's book, but also protected quotations, even if the g-Quote 
were displayed. Because the Exchange believes that yielding to away 
protected quotations does not further the goals of Section 11(a)(1)(G) 
of the Act and Rule 11a1-1(T) thereunder,\42\ the Exchange has 
determined to reject G-quotes in Pilot Securities in Test Group Three. 
The Exchange notes that making g-Quotes unavailable in Test Group Three 
would not disadvantage member organizations from effecting transactions 
for their own account, the account of an associated person, or any 
other account of which it or an associated person exercises discretion 
at the Exchange. Such orders could be routed to an unaffiliated Floor 
broker for entry on the Exchange or entered electronically into 
Exchange systems from an off-Floor location.
---------------------------------------------------------------------------

    \41\ Section 11(a)(1) of the Act, 15 U.S.C. 78k(a)(1), generally 
prohibits a member of a national securities exchange from effecting 
transactions on that exchange for its own account, the account of an 
associated person, or any account over which it or an associated 
person exercises discretion. Subsection (G) of Section 11(a)(1) and 
provides an exemption allowing an exchange member to have its own 
floor broker execute a proprietary transaction, also known as a ``G 
order'' provided such order yields priority, parity, and precedence.
    \42\ See 15 U.S.C. 78k(a)(1); 17 CFR 240.11a2-2(T).
---------------------------------------------------------------------------

    [cir] An order with a ``Buy Minus Zero Plus'' instruction will not 
trade at a price that is higher than the last sale, subject to its 
limit price, if applicable.\43\ As such, Buy Minus/Zero Plus Orders 
assist member organizations with compliance with the ``safe harbor'' 
provisions of Rule 10b-18 under the Act (``Rule 10b-18'') for issuer 
repurchases.\44\ Under regular processing, an incoming order that 
trades with both displayed and non-displayed resting orders is reported 
as a single transaction to the Consolidated Tape. Under Rule 1004, that 
bundled reported transaction would be used to determine whether to 
elect a Buy Minus/Zero Plus Order. However, for Pilot Securities in 
Test Group Three, because the Exchange would trade an incoming order 
first with displayed orders and then route to protected quotations 
before trading with non-displayed orders, any executions against 
displayed orders and non-displayed orders at the same price would be

[[Page 63520]]

reported as separate transactions to the Consolidated Tape. As such, 
under Rule 1004, that first print of the displayed orders could elect a 
Buy Minus/Zero Plus Order. The Exchange does not believe that this 
processing would be consistent with how Buy Minus/Zero Plus Orders 
function on the Exchange as it would result in the elected Buy Minus/
Zero Plus Order, which would trade as a Market Order, interrupting the 
allocation process of that incoming order. To prevent this result, the 
Exchange proposes not to make this order type available for Pilot 
Securities in Test Group Three. As proposed, Buy Minus/Zero Plus Orders 
would therefore be rejected if entered in Pilot Securities in Test 
Group Three.
---------------------------------------------------------------------------

    \43\ The Exchange recently filed to amend Rule 13 to eliminate 
orders with a sell ``plus'' and buy ``minus'' instruction and retain 
the ``Buy Minus Zero Plus'' instruction. See SR-NYSE-2016-59.
    \44\ See 17 CFR 240.10b-18.
---------------------------------------------------------------------------

Proposed Amendments to Other Exchange Rules
    The Exchange also proposes to amend Rule 80C governing the Limit 
Up/Limit Down (``LULD'') price controls pursuant to the NMS Plan to 
Address Extraordinary Market Volatility (``LULD Plan'') \45\ and Rule 
1000(c) governing Trading Collars in order to facilitate compliance 
with the Plan. These proposed rule changes are designed to facilitate 
compliance with the Plan and would be applicable across all securities 
that trade at the Exchange, regardless of the applicable MPV.
---------------------------------------------------------------------------

    \45\ See Securities Exchange Act Release No. 67091 (May 31, 
2012), 77 FR 33498 (June 6, 2012) (File No. 4-631).
---------------------------------------------------------------------------

    In particular, the Exchange proposes to add a new subsection (8) to 
Rule 80C(a) that would specify that, after the Exchange opens or 
reopens an Exchange-listed security but before receiving Price Bands 
from the SIP under the LULD Plan, the Exchange would calculate Price 
Bands based on the first Reference Price provided to the SIP and, if 
such Price Bands are not in the MPV for the security, round such Price 
Bands to the nearest price at the applicable MPV. The Exchange would 
apply this standard rounding calculation regardless of the MPV of the 
security.
    The Exchange also proposes to amend Rule 1000(c)(i), which 
describes the calculation of Trading Collars, to specify that Trading 
Collars for both buy and sell orders that are not in the MPV for the 
security, as defined in Supplemental Material .10 to Rule 62, would be 
rounded down to the nearest price at the applicable MPV.
Proposed Non-Substantive Amendments to Rule 67
    Finally, the Exchange proposes to make non-substantive, technical 
amendments to Rule 67. First, the Exchange proposes to amend Rule 
67(a)(1)(D)(ii) to add the word ``displayed'' between the words 
``full'' and ``size'' so that the full clause would provide ``are 
routed to execute against the full displayed size of any protected 
bid.'' This proposed amendment makes the rule text parallel with the 
existing rule text that provides ``or the full displayed size of any 
protected offer.'' Second, the Exchange proposes to amend Rule 
67(e)(4)(C)(xv) to correct a typographical error and change the word 
``bond'' to ``bona'' when using the phrase ``bona fide error.''
Implementation Date
    If the Commission approves the proposed rule changes, the proposed 
rule changes will be effective upon Commission approval and shall 
become operative upon commencement of the Pilot Period.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \46\ in general, and furthers the objectives of Section 
6(b)(5) of the Act \47\ in particular, in that it is designed 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.
---------------------------------------------------------------------------

    \46\ 15 U.S.C. 78f(b).
    \47\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Plan requires the Exchange to establish, maintain, and enforce 
written policies and procedures that are reasonably designed to comply 
with applicable quoting and trading requirements specified in the Plan. 
The proposed rule change is designed to comply with the Plan, reduce 
complexity and enhance system resiliency while not adversely affecting 
the data collected under the Plan. The Exchange believes that the 
proposed rule changes are thus reasonably designed to comply with 
applicable quoting and trading requirements specified in the Plan and, 
as discussed further below, other applicable regulations.
    The Exchange believes that the proposed changes to order behavior 
for Pilot Securities in Test Group Three would remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system because they are designed, and necessary, to modify order 
behavior to comply with the Trade-at Prohibition by eliminating the 
ability for orders that can trade at a non-displayed price to price 
match protected quotations. As the Commission noted in the Tick Plan 
Approval Order, the Plan is reasonably designed to provide measurable 
data that should facilitate the ability of the Commission, the public, 
and market participants to review and analyze the effect of tick size 
on the trading, liquidity, and market quality of securities of smaller 
capitalization companies.\48\ The Plan thus provides for a mechanism to 
provide a data-driven approach to evaluate whether certain changes to 
market structure for Pilot Securities would be consistent with the 
Commission's mission to protect investors, maintain fair and orderly 
and efficient markets, and facilitate capital formation.\49\ By having 
three test groups, the data that will be collected will demonstrate how 
behavior will change based on the differing requirements of the test 
groups. Because there are different requirements for the three Test 
Groups, a logical consequence is that order behavior will change 
depending on the requirements of each Test Group, which is the purpose 
of having a pilot with three test groups.
---------------------------------------------------------------------------

    \48\ See Tick Plan Approval Order, supra note 6, at 27529.
    \49\ Id.
---------------------------------------------------------------------------

    With respect to Pilot Securities in Test Group Three, the 
Commission recognized the particular complexity of implementing and 
complying with the Trade-at Prohibition, including that trading centers 
would need to ``monitor protected quotations on other trading centers 
and prevent an execution that would match the price of any such 
quotation unless the trading center itself was displaying a protected 
quotation'' and that ``compliance with the Trade-at Prohibition would 
require systems changes by trading centers.'' \50\ Trading centers that 
are not registered exchanges will be able to implement compliance with 
the Trade-at Prohibition by modifying the behavior of order types that 
currently price match protected quotations and without public notice 
and without filing any rule changes with the Commission. Such modified 
behavior would be applicable, and indeed required, only for Pilot 
Securities in Test Group Three. Applying the modified order behavior 
for compliance with the Trade-at Prohibition to Pilot Securities in 
other Test Groups would moot the differences between the Test Groups, 
which would thwart the ability to assess any

[[Page 63521]]

meaningful differences in order behavior for the three Test Groups.
---------------------------------------------------------------------------

    \50\ Id. at 27530.
---------------------------------------------------------------------------

    As a trading center, the Exchange must also modify behavior of 
order types to comply with the Trade-at Prohibition. However, as a 
registered exchange, the Exchange has rules that are filed with the 
Commission that describe in detail order behavior, including current 
order behavior that is designed in compliance with Rules 610(d) and 611 
of Regulation NMS. These existing rules provide for non-displayed order 
types to price match protected quotations even if not displaying a 
quote at that price. Unlike a trading center that is not a registered 
exchange, the Exchange is required to file a proposed rule change to 
describe how it would modify order behavior in compliance with the 
Plan.\51\ For the Exchange to implement compliance with the Plan, and 
specifically the requirements of the Trade-at Prohibition, the Exchange 
assessed its order type behavior and identified those changes that 
would be necessary to prevent an execution on a non-displayed order 
that would match the price of protected quotation unless that Away 
Market is displaying a protected quotation.
---------------------------------------------------------------------------

    \51\ Section 19(b)(1) of the Act requires that each self-
regulatory organization shall file with the Commission, in 
accordance with Rule 19b-4 thereunder, copies of any proposed rule 
or any proposed change in, addition to, or deletion from the rules 
of such self-regulatory organization. 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes regarding ISOs, MPL 
Orders, RPI Orders, resting non-displayed interest, d-Quotes, buy and 
sell orders entered into the Cross Function, STPN modifiers, Buy Minus/
Zero Plus Orders, and g-Quotes and how the Exchange allocates and 
routes incoming orders are consistent with the Act because they are 
intended to modify the Exchange's system to comply with the provisions 
of the Plan and the different requirements for the three Test Groups 
and are designed to assist the Exchange in meeting its regulatory 
obligations pursuant to the Plan. For Pilot Securities in Test Group 
Three, the Exchange believes that the proposed modifications to order 
behavior are designed to prevent executions of orders with a non-
displayed working price from price matching a protected quotation. 
These are precisely the type of order behavior changes contemplated by 
the Plan; complying with the Trade-at Prohibition by definition 
requires differing order behavior as compared to the other Test Groups 
or the control group. For example, the Exchange proposes that order 
types that are eligible to trade at non-displayed prices that would be 
equal to the PBBO would be re-priced, cancelled, or routed to assure 
that such orders would not price match a protected quotation in 
violation of the Trade-at Prohibition. Likewise, for d-Quotes, for 
Pilot Securities in Test Group Three only, the Exchange would not 
exercise discretion if it could result in a violation of the Trade-at 
Prohibition. The Exchange would not apply these order behavior changes 
to Pilot Securities in Test Groups One and Two because to do so would 
subvert the quality of data collected; Test Groups One and Two do not 
have the Trade-at Prohibition and therefore non-displayed orders in 
those Test Groups may price match a protected quotation, provided such 
executions are in the applicable MPV for the security.
    In addition, the Exchange proposes to reject g-Quotes and Buy 
Minus/Zero Plus Orders in Test Group Three only because application of 
the Trade-at Prohibition to these order types would impair the function 
of those order types. For g-Quotes, in order to meet the requirement to 
yield to all orders on the Exchange's book, including non-displayed 
orders, to comply with the Trade-at Prohibition, g-Quotes would also 
have to yield to protected quotations, even if the g-Quote were 
displayed. The Exchange believes that this processing would be 
inconsistent with the purpose of g-Quotes. The Exchange notes that 
making g-Quotes unavailable in Test Group Three would not disadvantage 
member organizations from effecting transactions for their own account, 
the account of an associated person, or any other account of which it 
or an associated person exercises discretion at the Exchange. Such 
orders could be routed to an unaffiliated Floor broker for entry on the 
Exchange or entered electronically into Exchange systems from an off-
Floor location. For Buy Minus/Zero Plus Orders, such orders are 
currently elected based on a bundled transaction that is reported to 
the Tape that includes executions of both displayed and non-displayed 
orders. Under the Trade-at Prohibition, because executions against 
displayed interest would be reported to the Consolidated Tape 
separately from executions against non-displayed interest, under Rule 
1004, a Buy Minus/Zero Plus Order would be elected and converted to a 
Market Order in the middle of processing an incoming order. The 
Exchange believes that this would undermine the purpose of a Buy Minus/
Zero Plus Order and would introduce unnecessary complexity into the 
processing of orders. The Exchange notes that no other exchange offers 
an instruction similar to the Buy Minus/Zero Plus Order. Because these 
proposed rule changes are intended to comply with the Plan, the 
Exchange believes that these proposals are in furtherance of the 
objectives of the Plan, as identified by the Commission, and are 
therefore consistent with the Act.
    The Exchange further believes that rejecting g-Quotes and Buy 
Minus/Zero Plus Orders and modifying the behavior of incoming orders 
with an STPN modifier for Pilot Securities in Test Group Three is 
consistent with the Act because the proposed changes are designed to 
eliminate unnecessary trading system complexity and risk. Regulation 
SCI required the Exchange to establish written policies and procedures 
reasonably designed to ensure that their systems have levels of 
capacity, integrity, resiliency, availability, and security adequate to 
maintain their operational capability and promote the maintenance of 
fair and orderly markets, and that they operate in a manner that 
complies with the Exchange Act. The proposed change is intended to 
reduce trading system complexity and risk to ensure the Exchange's 
technology remains robust and resilient.\52\ Specifically, as noted 
above, to comply with the Trade-at Prohibition, both g-Quotes and Buy 
Minus/Zero Plus Orders would not function in the same manner as 
currently provided for, and the Exchange believes that applying the 
Trade-at Prohibition to these order types would introduce unnecessary 
complexity and risk that would not further the objectives of how these 
order types are intended to function.
---------------------------------------------------------------------------

    \52\ The Commission has expressed concern regarding potential 
market instability caused by technological risks. See Chair Mary Jo 
White, Commission, ``Enhancing Our Equity Market Structure'' (June 
5, 2014), available at https://www.sec.gov/News/Speech/Detail/Speech/1370542004312#.VD2HW610 w6Y.
---------------------------------------------------------------------------

    Lastly, the Exchange believes that the proposed amendments to Rules 
80C and 1000(c) would remove impediments to and perfect the mechanism 
of a free and open market and a national market system as they provide 
transparency regarding (1) how the Exchange would calculate and round 
Price Bands under the LULD Plan after the Exchange opens or reopens an 
Exchange-listed security but before receiving Price Bands from the SIP, 
and (2) that Trading Collars for both buy and sell orders that are not 
in the MPV for the security would be rounded down to the nearest price 
at the applicable MPV. The Exchange proposes to implement these changes 
for all securities, not only Pilot

[[Page 63522]]

Securities under the Plan. As provided for in proposed Rule 
67(f)(2)(A), any references to MPV in these rules would instead mean 
the quoting MPV specified in Rule 67(c), (d), and (e).

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 is intended to 
assist the Exchange in meeting its regulatory obligations pursuant to 
the Plan, reduce system complexity, and enhance resiliency. The Plan 
requires all trading centers, including over-the-counter markets, to 
implement changes to comply with the requirements of the Plan and 
specifically the Trade-at Prohibition. The Exchange fully expects that, 
in order to comply with the Trade-at Prohibition, trading centers other 
than registered exchanges will modify the behavior of orders for Pilot 
Securities in Test Group Three that will not be applied to Pilot 
Securities in Test Groups One and Two. Unlike such trading centers, as 
a self-regulatory organization, under Section 19(b)(1) of the Act,\53\ 
the Exchange is required to file proposed rule changes for any 
modifications to order behavior that it proposes for the Plan. The 
absence of Commission approval of these proposed rule changes would 
impose a burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act because trading centers that are 
not registered exchanges would be able to implement changes to comply 
with the Plan, but the Exchange would not. The Exchange believes that a 
disapproval of the Exchange's proposed rules would therefore put the 
Exchange at a competitive disadvantage vis-[agrave]-vis the over-the-
counter markets because such trading centers would be able to modify 
the behavior of non-displayed orders in Test Group Three without 
restriction. The Exchange further notes that the proposed rule change 
will apply equally to all member organizations that trade Pilot 
Securities.
---------------------------------------------------------------------------

    \53\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

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.\54\ 
The Exchange believes that there is good cause for the Commission to 
accelerate effectiveness because the proposed rule changes are designed 
to specify procedures for the handling, executing, re-pricing and 
displaying of certain order types and order type instructions 
applicable to Pilot Securities in Test Groups One, Two, and Three. In 
determining the scope of these proposed changes to implement the Plan, 
the Exchange reviewed its order types and identified which orders and 
instructions would be inconsistent with the Plan and propose to modify 
the operation of such order types so they will comply with the Plan, 
or, to the extent inconsistent with the Plan, eliminate them. These 
proposed changes are consistent with the protection of investors and 
the public interest because they are designed to comply with the Plan 
and to allow the Exchange to meet its regulatory obligations under the 
Plan. Because the Plan will be implemented beginning on October 3, 
2016, the Exchange believes there is good cause to accelerate 
effectiveness so that the Exchange may implement the proposed changes 
concurrent with the implementation date of the Plan.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    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-NYSE-2016-62 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-2016-62. 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-2016-62, and should be 
submitted on or before September 29, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\55\
---------------------------------------------------------------------------

    \55\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2016-22151 Filed 9-14-16; 8:45 am]
 BILLING CODE 8011-01-P


