
[Federal Register Volume 82, Number 152 (Wednesday, August 9, 2017)]
[Notices]
[Pages 37257-37271]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-16742]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81310; File No. SR-NYSE-2017-36]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change for Trading UTP Securities on 
Pillar, the Exchange's New Trading Technology Platform, Including 
Orders and Modifiers, Order Ranking and Display, and Order Execution 
and Routing

August 3, 2017
    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 July 28, 2017, 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 rules for trading UTP Securities on Pillar, 
the Exchange's new trading technology platform, including rules 
governing orders and modifiers, order ranking and display, and order 
execution and routing. The proposed rule change is available on the 
Exchange's Web site at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    On January 29, 2015, the Exchange announced the implementation of 
Pillar, which is an integrated trading technology platform designed to 
use a single specification for connecting to the equities and options 
markets operated by the Exchange and its affiliates, NYSE Arca, Inc. 
(``NYSE Arca'') and NYSE MKT LLC (``NYSE MKT'').\4\ NYSE Arca Equities, 
Inc. (``NYSE Arca Equities [sic]),\5\ which operates the cash equities 
trading platform for NYSE Arca, was the first trading system to migrate 
to Pillar.\6\

[[Page 37258]]

NYSE MKT's equities market will transition to Pillar in the third 
quarter of 2017 and as part of this transition, will be renamed NYSE 
American LLC (``NYSE American'').\7\
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    \4\ See Trader Update dated January 29, 2015, available here: 
www.nyse.com/pillar.
    \5\ NYSE Arca Equities is a wholly-owned corporation of NYSE 
Arca and operates as a facility of NYSE Arca. NYSE Arca has filed a 
proposed rule change to merge NYSE Arca Equities with and into NYSE 
Arca. See Securities Exchange Act Release No. 80929 (June 14, 2017), 
82 FR 28157 (June 20, 2017) (Notice) (``NYSE Arca Merger Filing''). 
As part of the NYSE Arca Merger Filing, NYSE Arca has proposed that 
the NYSE Arca Equities rules will be integrated in the NYSE Arca 
rule book using the same rule number, but with an additional suffix 
of ``-E'' added to a rule. For example, ``NYSE Arca Equities Rule 7 
(Equities Trading)'' will become ``NYSE Arca Rule 7-E (Equities 
Trading),'' and ``NYSE Arca Equities Rule 7.31'' will become ``NYSE 
Arca Rule 7.31-E.'' Accordingly, if the NYSE Arca Merger Filing is 
approved, all references in this proposed rule change to an NYSE 
Arca Equities rule should be deemed to be a reference to an NYSE 
Arca rule with the same number and added ``-E'' suffix.
    \6\ In connection with the NYSE Arca implementation of Pillar, 
NYSE Arca filed four rule proposals relating to Pillar. See 
Securities Exchange Act Release Nos. 74951 (May 13, 2015), 80 FR 
28721 (May 19, 2015) (Notice) and 75494 (July 20, 2015), 80 FR 44170 
(July 24, 2015) (SR-NYSEArca-2015-38) (Approval Order of NYSE Arca 
Pillar I Filing, adopting rules for Trading Sessions, Order Ranking 
and Display, and Order Execution); Securities Exchange Act Release 
Nos. 75497 (July 21, 2015), 80 FR 45022 (July 28, 2015) (Notice) and 
76267 (October 26, 2015), 80 FR 66951 (October 30, 2015) (SR-
NYSEArca-2015-56) (Approval Order of NYSE Arca Pillar II Filing, 
adopting rules for Orders and Modifiers and the Retail Liquidity 
Program); Securities Exchange Act Release Nos. 75467 (July 16, 
2015), 80 FR 43515 (July 22, 2015) (Notice) and 76198 (October 20, 
2015), 80 FR 65274 (October 26, 2015) (SR-NYSEArca-2015-58) 
(Approval Order of NYSE Arca Pillar III Filing, adopting rules for 
Trading Halts, Short Sales, Limit Up-Limit Down, and Odd Lots and 
Mixed Lots); and Securities Exchange Act Release Nos. 76085 (October 
6, 2015), 80 FR 61513 (October 13, 2015) (Notice) and 76869 (January 
11, 2016), 81 FR 2276 (January 15, 2016) (Approval Order of NYSE 
Arca Pillar IV Filing, adopting rules for Auctions).
    \7\ See Securities Exchange Act Release Nos. 80283 (March 21, 
2017), 82 FR 15244 (March 27, 2017) (SR-NYSEMKT-201714 [sic]) 
(Notice of filing and immediate effectiveness of proposed rule 
change to change the name of NYSE MKT to NYSE American) and 80748 
(May 23, 2017), 82 FR 24764, 24765 (SR-NYSEMKT-2017-20) (Notice of 
filing and immediate effectiveness of proposed rule change to change 
the name of NYSE MKT to NYSE American) (``NYSE American Filings''). 
In connection with the NYSE American implementation of Pillar, NYSE 
MKT filed several rule changes. See Securities Exchange Act Release 
Nos. 79242 (November 4, 2016), 81 FR 79081 (November 10, 2016) (SR-
NYSEMKT-2016-97) (Notice and Filing of Immediate Effectiveness of 
Proposed Rule Change of framework rules); 81038 (June 28, 2017), 82 
FR 31118 (July 5, 2017) (SR-NYSEMKT-2016-103) (Approval Order) (the 
``ETP Listing Rules Filing''); 80590 (May 4, 2017), 82 FR 21843 (May 
10, 2017) (Approval Order) (NYSE MKT rules governing automated 
trading); 80577 (May 2, 2017), 82 FR 21446 (May 8, 2017) (SR-
NYSEMKT-2017-04) (Approval Order) (NYSE MKT rules governing market 
makers); 80700 (May 16, 2017), 82 FR 23381 (May 22, 2017) (SR-
NYSEMKT-2017-05) (Approval Order) (NYSE MKT rules governing delay 
mechanism).
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Overview
    Currently, the Exchange only trades securities listed on the 
Exchange. With Pillar, the Exchange proposes to introduce trading of 
UTP Securities.\8\ Consistent with the Exchange's current allocation 
model for its listed securities, trading in UTP Securities would be 
subject to a parity allocation model. Unlike the trading of listed 
securities on the Exchange, when trading UTP Securities on Pillar, the 
Exchange would not offer Floor-based point-of-sale trading, Designated 
Market Makers (``DMMs'') would not be assigned to UTP Securities, and 
the Exchange would not conduct any auctions in UTP Securities.\9\ As 
with listed securities, member organizations approved as Supplemental 
Liquidity Providers would be eligible to be assigned UTP 
Securities.\10\ In addition, member organizations that operate Floor 
broker operations that are physically located on the Floor \11\ would 
be eligible to trade UTP Securities.\12\
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    \8\ The term ``UTP Security'' means a security that is listed on 
a national securities exchange other than the Exchange and that 
trades on the Exchange pursuant to unlisted trading privileges. See 
Rule 1.1(ii). The Exchange has authority to extend unlisted trading 
privileges to any security that is an NMS Stock that is listed on 
another national securities exchange or with respect to which 
unlisted trading privileges may otherwise be extended in accordance 
with Section 12(f) of the Act. See Rule 5.1(a)(1).
    \9\ The Exchange will continue to trade NYSE-listed securities 
on its current trading platform without any changes. The Exchange 
will transition trading in NYSE-listed securities to Pillar at a 
separate date, which will be the subject of separate proposed rule 
changes.
    \10\ See Rule 107B, which the Exchange is proposing to amend, 
see infra.
    \11\ The term ``Floor'' means the trading Floor of the Exchange 
and the premises immediately adjacent thereto, such as the various 
entrances and lobbies of the 11 Wall Street, 18 New Street, 8 Broad 
Street, 12 Broad Street and 18 Broad Street Buildings, and also 
means the telephone facilities available in these locations. See 
Rule 6. The term ``Trading Floor'' means the restricted-access 
physical areas designated by the Exchange for the trading of 
securities, commonly known as the ``Main Room'' and the ``Buttonwood 
Room,'' but does not include (i) the areas in the ``Buttonwood 
Room'' designated by the Exchange where NYSE Amex-listed options are 
traded, which, for the purposes of the Exchange's Rules, shall be 
referred to as the ``NYSE Amex Options Trading Floor'' or (ii) the 
physical area within fully enclosed telephone booths located in 18 
Broad Street at the Southeast wall of the Trading Floor. See Rule 
6A.
    \12\ Member organizations trading UTP Securities would continue 
to be required to comply with Section 11(a)(1) of the Act, 15 U.S.C. 
78k(a)(1), and any applicable exceptions thereto as are currently 
applicable to trading on the Exchange.
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    Trading in UTP Securities would be subject to the Pillar Platform 
Rules, as set forth in Rules 1P-13P.\13\ With this proposed rule 
change, the Exchange proposes changes to Rule 7P Equities Trading that 
would govern trading in UTP Securities. The proposed rules are based in 
part on the rules of NYSE Arca Equities and NYSE American,\14\ with the 
following substantive differences:
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    \13\ See Securities Exchange Act Release Nos. 76803 (December 
30, 2015), 81 FR 536 (January 6, 2016) (SR-NYSE-2015-67) (Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change) 
(``Framework Filing''); and 80214 (March 10, 2017), 82 FR 14050 
(March 16, 2017) (SR-NYSE-2016-44) (Approval Order) (``ETP Listing 
Rules Filing''). See also SR-NYSE-2017-35.
    \14\ In the NYSE American Filings, supra note 7, NYSE MKT 
represented that the name change to NYSE American would become 
operative upon the effectiveness of an amendment to NYSE MKT's 
Certificate of Formation, which is expected to be no later than July 
31, 2017. Because the NYSE American name would be operative before 
this proposed rule change would be approved, the Exchange believes 
it would promote transparency and reduce confusion to refer to NYSE 
MKT rules as ``NYSE American'' rules.
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     Consistent with the Exchange's current allocation model, 
trading in UTP Securities on the Exchange would be a parity allocation 
model with a setter priority allocation for the participant that sets 
the BBO.\15\
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    \15\ The term ``BBO'' means the best bid or offer on the 
Exchange. See Rule 1.1(h).
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     The Exchange would not offer a Retail Liquidity Program 
and related order types (Retail Orders and Retail Price Improvement 
Orders) for UTP Securities.
     The Exchange would not conduct auctions in UTP Securities.
     The Exchange would offer two trading sessions, with the 
Early Trading Session beginning at 7:00 a.m. Eastern Time.
     The Exchange is not proposing to offer the full suite of 
order instructions and modifiers that are available on NYSE Arca 
Equities and NYSE American.
    Subject to rule approvals, the Exchange will announce the 
implementation of trading UTP Securities on the Pillar trading system 
by Trader Update, which the Exchange anticipates will be in the fourth 
quarter of 2017.
    Once trading in UTP Securities on the Pillar trading platform 
begins, specified current Exchange trading rules would not be 
applicable for trading UTP Securities. As described in more detail 
below, for each current rule that would not be applicable for trading 
on the Pillar trading platform, the Exchange proposes to state in a 
preamble to such rule that ``this rule is not applicable to trading UTP 
Securities on the Pillar trading platform.'' Current Exchange rules 
governing equities trading that do not have this preamble will govern 
Exchange operations on Pillar.
Proposed Rule Changes
    As noted above, the Exchange proposes rules that would be 
applicable to trading UTP Securities on Pillar that are based on the 
rules of NYSE Arca Equities and NYSE American. As a global matter, the 
Exchange proposes non-substantive differences as compared to the NYSE 
Arca Equities rules to use the terms ``Exchange'' instead of the terms 
``NYSE Arca Marketplace,'' ``NYSE Arca,'' or ``Corporation,'' and to 
use the terms ``mean'' or ``have meaning'' instead of the terms ``shall 
mean'' or ``shall have the meaning.'' In addition, the Exchange will 
use the term ``member organization,'' which is defined in Rule 2, 
instead of the terms ``ETP Holder'' or ``User.'' \16\
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    \16\ Because these non-substantive differences would be applied 
throughout the proposed rules, the Exchange will not note these 
differences separately for each proposed rule.
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    As previously established in the Framework Filing, Section 1 of 
Rule 7P sets forth the General Provisions relating to trading on the 
Pillar trading platform and Section 3 of Rule 7P sets forth Exchange 
Trading on the Pillar trading platform. In this filing, the Exchange 
proposes new Rules 7.10, 7.11, and 7.16

[[Page 37259]]

and to amend Rule 7.18 for Section 1 of Rule 7P and new Rules 7.31, 
7.34, 7.36, 7.37, and 7.38 for Section 3 of Rule 7P. In addition, the 
Exchange proposes new Section 5 of Rule 7P to establish rules for the 
Plan to Implement a Tick Size Pilot Program, and proposes new Rule 7.46 
in that section.
    Below, the Exchange first describes proposed Rules 7.36 and 7.37, 
as these rules would establish the Exchange's Pillar rules governing 
order ranking and display and order execution and routing. Next, the 
Exchange describes proposed Rule 7.31, which would establish the orders 
and modifiers available for trading UTP Securities on Pillar. Finally, 
the Exchange describes proposed Rules 7.10, 7.11, 7.16, 7.34, 7.38, and 
7.46 and amendments to Rule 7.18.
Proposed Rule 7.36
    Proposed Rule 7.36 (Order Ranking and Display) would establish how 
orders in UTP Securities would be ranked and displayed on the Pillar 
trading platform. As described above, the Exchange proposes to retain 
its current allocation model for trading UTP Securities on Pillar, 
including the concept of ``setter interest,'' which the Exchange would 
define in proposed Rule 7.36 as ``Setter Priority.'' Except for the 
addition of Setter Priority, the Exchange proposes to use Pillar 
functionality for determining how orders would be ranked and displayed. 
Accordingly, proposed Rule 7.36 is based in part on NYSE Arca Equities 
Rule 7.36 and NYSE American Rule 7.36E, with substantive differences as 
described below.
Proposed Rule 7.36(a)-(g)
    Proposed Rules 7.36(a)-(g) would establish rules defining terms 
that would be used in Rule 7P--Equities Trading and describing display 
and ranking of orders on the Exchange, including ranking based on 
price, priority category, and time. The proposed rule text is based on 
NYSE Arca Equities Rule 7.36(a)-(g) and NYSE American Rule 7.36E(a)-(g) 
with the following substantive differences:
     Proposed Rule 7.36(a)(5) would add a definition of the 
term ``Participant,'' which is based on how the term ``individual 
participant'' is defined in current Rule 72(c)(ii), with non-
substantive differences. The Exchange proposes that the term 
``Participant'' would mean for purposes of parity allocation, a Floor 
broker trading license (each, a ``Floor Broker Participant'') or orders 
collectively represented in the Exchange Book that have not been 
entered by a Floor Broker (``Book Participant''). The Exchange proposes 
to use the term ``Floor broker trading license'' rather than ``each 
single Floor broker'' because pursuant to Rule 300 a trading license is 
required to effect transactions on the Floor of the Exchange or any 
facility thereof and a member organization designates natural persons 
to effect transactions on the Floor on its behalf. Accordingly, 
reference to a ``Floor broker trading license'' makes clear that the 
Floor broker participant is at the trading license level, rather than 
at the member organization level. The Exchange also proposes to use the 
term ``Exchange Book,'' which is a defined term, rather than referring 
more generally to ``Exchange systems.''
     Proposed Rule 7.36(a)(6) would add the definition of 
``Aggressing Order'' to mean a buy (sell) order that is or becomes 
marketable against sell (buy) interest on the Exchange Book. This 
proposed term would be used in proposed Rule 7.37, described below.
     Because all displayed Limit Orders would be displayed on 
an anonymous basis, the Exchange does not propose to include text based 
on the first clause of NYSE Arca Equities Rule 7.36(b)(2) in proposed 
Rule 7.36(b)(2).
     Proposed Rule 7.36(c) regarding ranking would not include 
reference to price-time priority, as the Exchange's allocation model 
would not always be a price-time priority allocation, as described 
below. As further described below, the Exchange would rank orders 
consistent with proposed Rule 7.36(c).
     Proposed Rule 7.36(e) would establish three priority 
categories: Priority 1--Market Orders, Priority 2--Display Orders, and 
Priority 3--Non-Display Orders. The Exchange would not offer any 
additional priority categories for trading of UTP Securities.
    In addition to these substantive differences, the Exchange proposes 
a non-substantive clarifying difference for proposed Rule 7.36(f)(1)(B) 
to add ``[o]ther than as provided for in Rule 7.38(b)(2),'' to make 
clear that the way in which a working time is assigned to an order that 
is partially routed to an Away Market and returns to the Exchange is 
addressed in both proposed Rule 7.36(f)(1)(B) and proposed Rule 
7.38(b)(2). The Exchange also proposes non-substantive differences to 
proposed Rule 7.36(f)(2) and (3) to streamline the rule text.
Proposed Rule 7.36(h)--Setter Priority
    Proposed Rule 7.36(h) would establish how Setter Priority would be 
assigned to an order and is based in part on current Rules 72(a) and 
(b). Rule 72(a)(ii) provides that when a bid or offer, including 
pegging interest is established as the only displayable bid or offer 
made at a particular price and such bid or offer is the only 
displayable interest when such price is or becomes the Exchange BBO 
(the ``setting interest''), such setting interest is entitled to 
priority for allocation of executions at that price as described in 
Rule 72. The rule further provides that:
     Odd-lot orders, including aggregated odd-lot orders that 
are displayable, are not eligible to be setting interest. (Rule 
72(a)(ii)(A))
     If, at the time displayable interest of a round lot or 
greater becomes the Exchange BBO, there is other displayable interest 
of a round lot or greater, including aggregated odd-lot orders that are 
equal to or greater than a round lot, at the price that becomes the 
Exchange BBO, no interest is considered to be a setting interest, and, 
therefore, there is no priority established. (Rule 72(a)(ii)(B))
     If, at the time displayable interest of a round lot or 
greater becomes the Exchange BBO, there is other displayable interest 
the sum of which is less than a round lot, at the price that becomes 
the Exchange BBO, the displayable interest of a round lot or greater 
will be considered the only displayable bid or offer at that price 
point and is therefore established as the setting interest entitled to 
priority for allocation of executions at that price as described in 
this rule. (Rule 72(a)(ii)(C))
     If executions decrement the setting interest to an odd-lot 
size, a round lot or partial round lot order that joins such remaining 
odd-lot size order is not eligible to be the setting interest. (Rule 
72(a)(ii)(D))
     If, as a result of cancellation, interest is or becomes 
the single displayable interest of a round lot or greater at the 
Exchange BBO, it becomes the setting interest. (Rule 72(a)(ii)(E))
     Only the portion of setting interest that is or has been 
published in the Exchange BBO is entitled to priority allocation of an 
execution. That portion of setting interest that is designated as 
reserve interest and therefore not displayed at the Exchange BBO (or 
not displayable if it becomes the Exchange BBO) is not eligible for 
priority allocation of an execution irrespective of the price of such 
reserve interest or the time it is accepted into Exchange systems. 
However, if, following an execution of part or all of setting interest, 
such setting interest is replenished from any reserve interest, the 
replenished volume of such setting interest shall be entitled to 
priority if the setting interest is still the only

[[Page 37260]]

interest at the Exchange BBO. (Rule 72(a)(ii)(F))
     If interest becomes the Exchange BBO, it will be 
considered the setting interest even if pegging interest, Limit Orders 
designated ALO, or sell short orders during a Short Sale Period under 
Rule 440B(e) are re-priced and displayed at the same price as such 
interest, and it will retain its priority even if subsequently joined 
at that price by re-priced interest. (Rule 72(a)(ii)(G))
    Rule 72(b)(i) provides that once priority is established by setting 
interest, such setting interest retains that priority for any execution 
at that price when that price is at the Exchange BBO and if executions 
decrement the setting interest to an odd-lot size, such remaining 
portion of the setting interest retains its priority for any execution 
at that price when that price is the Exchange BBO. Rule 72(b)(ii) 
further provides that for any execution of setting interest that occurs 
when the price of the setting interest is not the Exchange BBO, the 
setting interest does not have priority and is executed on parity. 
Finally, Rule 73(b)(ii) provides that priority of setting interest will 
not be retained after the close of trading on the Exchange or following 
the resumption of trading in a security after a trading halt in such 
security has been invoked pursuant to Rule 123D or following the 
resumption of trading after a trading halt invoked pursuant to the 
provisions of Rule 80B. In addition, priority of the setting interest 
is not retained on any portion of the priority interest that is routed 
to an away market and is returned unexecuted unless such priority 
interest is greater than a round lot and the only other interest at the 
price point is odd-lot orders, the sum of which is less than a round 
lot.
    Proposed Rule 7.36(h) would use Pillar terminology to establish 
``Setter Priority,'' which would function similarly to setting interest 
under Rule 72. The Exchange proposes the following substantive 
differences to how Setter Priority would be assigned and retained on 
Pillar:
     To be eligible for Setter Priority, an order would have to 
establish not only the BBO, but also either join an Away Market NBBO or 
establish the NBBO. The Exchange believes that requiring an order to 
either join or establish an NBBO before it is eligible for Setter 
Priority would encourage the display of aggressive liquidity on the 
Exchange.
     A resting order would not be eligible to be assigned 
Setter Priority simply because it is the only interest at that price 
when it becomes the BBO (either because of a cancellation of other 
interest at that price or because a resting order that is priced worse 
than the BBO becomes the BBO). The Exchange believes that the benefit 
of Setter Priority should be for orders that are aggressively seeking 
to improve the BBO, rather than for passive orders that become the BBO.
     The replenished portion of a Reserve Order would not be 
eligible for Setter Priority. The Exchange believes that Setter 
Priority should be assigned to interest willing to be displayed, and 
because the reserve interest would not be displayed on arrival, it 
would not be eligible for Setter Priority.
     Orders that are routed and returned unexecuted would be 
eligible for Setter Priority consistent with the proposed rules 
regarding the working time assigned to the returned quantity of an 
order. As described in greater detail below, if such orders meet the 
requirements to be eligible for Setter Priority, e.g., establish the 
BBO and either join or establish the NBBO, they would be evaluated for 
Setter Priority.
    Proposed Rule 7.36(h) would provide that Setter Priority would be 
assigned to an order ranked Priority 2--Display Orders with a display 
quantity of at least a round lot if such order (i) establishes a new 
BBO and (ii) either establishes a new NBBO or joins an Away Market 
NBBO. The rule would further provide that only one order is eligible 
for Setter Priority at each price. This proposed rule text is based in 
part on Rule 72(a)(ii), 72(a)(ii)(A), 72(a)(ii)(B), 72(a)(ii)(C), 
subject to the substantive differences described above.\17\
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    \17\ Because of the proposed substantive differences, the 
Exchange is not proposing rules based on current Rules 72(a)(ii)(D) 
and (E). In addition, when an order is considered displayed on 
Pillar would be addressed in proposed Rule 7.36(b)(1). Accordingly, 
the Exchange is not proposing rule text based on Rule 72(a)(i).
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    Proposed Rule 7.36(h)(1) would set forth when an order would be 
evaluated for Setter Priority. As noted above, the Exchange proposes a 
substantive difference from current Rule 72(a)(ii) in that a resting 
order would not be eligible to be assigned Setter Priority simply 
because it is the only interest at that price when it becomes the BBO.
     Proposed Rule 7.36(h)(1)(A) would provide that an order 
would be evaluated for Setter Priority on arrival, which would include 
when any portion of an order that has routed returns unexecuted and is 
added to the Exchange Book. Pursuant to proposed Rule 7.37(a)(1), 
described below, an order that is routed on arrival to an Away Market 
would not be assigned a working time. Proposed Rule 7.36(f) provides 
that an order would not be assigned a working time until it is placed 
on the Exchange Book. As such, an order that has returned after routing 
would be processed similarly to a newly arriving order. Therefore, the 
Exchange believes that an order should be evaluated for Setter Priority 
when it returns from an Away Market unexecuted in the same way as 
evaluating an order for Setter Priority on arrival.
    When evaluating Setter Priority for an order that has returned from 
an Away Market unexecuted, the Exchange would assess whether such order 
meets the requirements of proposed Rule 7.36(h), which is based in part 
on the second sentence of Rule 72(b)(iii). The Exchange proposes that 
for Pillar, an order that was routed to an Away Market and returned 
unexecuted would be evaluated for Setter Priority based on how a 
working time would be assigned to the returned quantity of the routed 
order, as described in proposed Rules 7.16(f)(5)(H), 7.36(f)(1)(A) and 
(B), and 7.38(b)(2).
    [cir] Proposed Rule 7.16(f)(5)(H) provides that if a Short Sale 
Price Test, as defined in that rule, is triggered after an order has 
routed, any returned quantity of the order and the order it joins on 
the Exchange Book would be adjusted to a Permitted Price.\18\ In such 
case, the returned quantity and the resting quantity that would be re-
priced to a Permitted Price would be a single order and the Exchange 
would evaluate such order for Setter Priority. If such order would set 
a new BO and either join or establish a new NBO, it would be assigned 
Setter Priority. For example, if the Exchange receives a sell short 
order of 200 shares ranked Priority 2--Display Orders, routes 100 
shares (``A'') of such order and adds 100 shares (``B'') of such order 
to the Exchange Book, ``B'' would be displayed at the price of the sell 
short order. If an Away Market NBB locks the price of ``B'' and then a 
Short Sale Price Test is triggered, ``B'' would remain displayed at the 
price of the NBB.\19\ If subsequently, ``A'' returns unexecuted, 
pursuant to proposed Rule 7.16(f)(5)(H), ``A'' and ``B'' would be 
considered a single order and would be re-priced to a Permitted Price, 
at which point the order would be evaluated for Setter Priority.
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    \18\ Pursuant to proposed Rule 7.16(f)(5)(A), described below, 
during a Short Sale Period, as defined in that rule, short sale 
orders with a working price and/or a display price equal to or lower 
than the NBB will have the working price and/or display price 
adjusted one minimum price increment above the current NBB, which is 
the ``Permitted Price.''
    \19\ See proposed Rule 7.16(f)(6).

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[[Page 37261]]

    [cir] Proposed Rule 7.36(f)(1)(A) provides that an order that is 
fully routed to an Away Market would not be assigned a working time 
unless and until any unexecuted portion of the order returns to the 
Exchange Book. As proposed, if the Exchange routes an entire order and 
a portion returns unexecuted, the Exchange would evaluate the returned 
quantity for Setter Priority as if it were a newly arriving order. For 
example, if less than a round lot returns unexecuted, the returned 
quantity would not be eligible for Setter Priority. If at least a round 
lot returns unexecuted, establishes a new BBO, and either joins or 
establishes the NBBO, it would be eligible for Setter Priority.
    [cir] Proposed Rule 7.36(f)(1)(B) provides that (except as provided 
for in proposed Rule 7.38(b)(2)), if an order is partially routed to an 
Away Market on arrival, the portion that is not routed would be 
assigned a working time and any portion of the order returning 
unexecuted would be assigned the same working time as any remaining 
portion of the original order resting on the Exchange Book and would be 
considered the same order as the resting order. In such case, if the 
resting portion of the order has Setter Priority, the returned portion 
would also have Setter Priority. For example, if the Exchange receives 
a 200 share order ranked Priority 2--Display Orders, routes 100 shares 
(``C'') of such order and adds 100 shares (``D'') of such order to the 
Exchange Book, which establishes the BBO and joined the NBBO, ``D'' 
would be assigned Setter Priority. If ``D'' is partially executed and 
decremented to 50 shares and another order ``E'' for 100 shares joins 
``D'' at its price, pursuant to proposed Rules 7.36(h)(2)(A) and (B), 
described below, ``D'' would retain Setter Priority. If ``C'' returns 
unexecuted, it would join the working time of ``D'' pursuant to 
proposed Rule 7.36(f)(1)(B), ``C'' and ``D'' would be considered a 
single order, and ``C'' would therefore also receive Setter Priority.
    [cir] Proposed Rule 7.38(b)(2) provides that for an order that is 
partially routed to an Away Market on arrival, if any returned quantity 
of such order joins resting odd-lot quantity of the original order and 
the returned and resting quantity, either alone or together with other 
odd-lot orders, would be displayed as a new BBO, both the returned and 
resting quantity would be assigned a new working time. In such case, 
the returned quantity and the resting odd-lot quantity together would 
be a single order and would be evaluated for Setter Priority.
    For example, if the Exchange receives an order for 100 shares, 
routes 50 shares (``E'') of such order and the remaining 50 shares 
(``F'') of such order are added to the Exchange Book, pursuant to 
proposed Rule 7.36(f)(1)(B), ``F'' would be assigned a working time 
when it is added to the Exchange Book. If ``E'' returns unexecuted, and 
``E'' and ``F'' together would establish a new BBO at that price, 
pursuant to proposed Rule 7.38(b)(2), ``F'' would be assigned a new 
working time to join the working time of ``E,'' and ``E'' and ``F'' 
would be considered a single order. If the returned quantity together 
with the resting quantity establishes the BBO pursuant to proposed Rule 
7.38(b)(2), the order would be eligible to be evaluated for Setter 
Priority.
     Proposed Rule 7.36(h)(1)(B) would provide that an order 
would be evaluated for Setter Priority when it becomes eligible to 
trade for the first time upon transitioning to a new trading session. 
When an order becomes eligible to trade upon a trading session 
transition, it is treated as if it were a newly arriving order. 
Accordingly, the Exchange believes it would be consistent with its 
proposal to evaluate arriving orders for Setter Priority to also 
evaluate orders that become eligible to trade upon a trading session 
transition for Setter Priority. For example, pursuant to proposed Rule 
7.34(c)(1), described below, the Exchange would accept Primary Pegged 
Orders during the Early Trading Session, however, such orders would not 
be eligible to trade until the Core Trading Session begins. In such 
case, a Primary Pegged Order would be evaluated for Setter Priority 
when it becomes eligible to trade in the Core Trading Session.
    Proposed Rule 7.36(h)(2) would establish when an order retains its 
Setter Priority, as follows:
     If it is decremented to any size because it has either 
traded or been partially cancelled (proposed Rule 7.36(h)(2)(A)). This 
proposed rule is based on Rule 72(b)(i), with non-substantive 
differences to use Pillar terminology.
     if it is joined at that price by a resting order that is 
re-priced and assigned a display price equal to the display price of 
the order with Setter Priority (proposed Rule 7.36(h)(2)(B)). This 
proposed rule is based on Rule 72(a)(ii)(G), with non-substantive 
differences to use Pillar terminology.
     if the BBO or NBBO changes (proposed Rule 7.36(h)(2)(C)). 
This proposed rule, together with proposed Rule 7.37(b)(1)(B), 
described below, is based on Rule 72(b)(ii), with non-substantive 
differences to use Pillar terminology. Specifically, once an order has 
been assigned Setter Priority, it has that status so long as it is on 
the Exchange Book, subject to proposed Rule 7.36(h)(3), described 
below, regardless of the BBO or NBBO. However, as described in proposed 
Rule 7.37(b)(1)(B), it would only be eligible for a Setter Priority 
allocation if it is executed when it is the BBO.
     if the order marking changes from (A) sell to sell short, 
(B) sell to sell short exempt, (C) sell short to sell, (D) sell short 
to sell short exempt, (E) sell short exempt to sell, and (F) sell short 
exempt to sell short (proposed Rule 7.36(h)(2)(D)). This proposed rule 
text is consistent with proposed Rule 7.36(f)(4) because if an order 
retains its working time, the Exchange believes it should also retain 
its Setter Priority status.
     when transitioning from one trading session to another 
(proposed Rule 7.36(h)(2)(E)). This text would be new because, with 
Pillar, the Exchange would be introducing an Early Trading Session. The 
Exchange believes that if an order entered during the Early Trading 
Session is assigned Setter Priority, it should retain that status in 
the Core Trading Session.
    Proposed Rule 7.36(h)(3) would establish when an order would lose 
Setter Priority, as follows:
     If trading in the security is halted, suspended, or paused 
(proposed Rule 7.36(h)(3)(A)). This proposed rule is based on the first 
sentence of current Rule 72(b)(iii), with non-substantive differences 
to use Pillar terminology. In addition, because all orders expire at 
the end of the trading day, the Exchange believes that the current rule 
text providing that setting interest would not be retained after the 
close of trading on the Exchange would not be necessary for Pillar.
     if such order is assigned a new display price (proposed 
Rule 7.36(h)(3)(B)). The Exchange believes that if an order has Setter 
Priority at a price, and then is assigned a new display price, it 
should not retain the Setter Priority status that was associated with 
its original display price.
     if such order is less than a round lot and is assigned a 
new working time pursuant to proposed Rule 7.38(b)(2). As discussed 
above, pursuant to proposed Rule 7.38(b)(2) the resting odd-lot portion 
of an order would be assigned a new working time if the returned 
quantity of that order, together with the resting portion, would 
establish a new BBO. In such case, if the resting quantity had Setter 
Priority status, it would lose that status, and would be re-evaluated 
for Setter Priority at its new working time.

[[Page 37262]]

    For example, if the Exchange receives an order for 200 shares 
ranked Priority 2--Display Orders, routes 100 shares (``G'') of such 
order, and the remaining 100 shares (``H'') of such order are added to 
the Exchange Book and assigned Setter Priority, ``H'' would retain 
Setter Priority even if it is partially executed and the remaining 
portion of ``H'' is less than a round lot. If ``G'' returns unexecuted 
and ``G'' and ``H'' together would establish a new BBO at that price, 
pursuant to proposed Rule 7.38(b)(2), ``H'' would be assigned a new 
working time to join the working time of ``G,'' and ``G'' and ``H'' 
would be considered a single order. When ``H'' is assigned a new 
working time, it would lose its Setter Priority status. Even though 
``G'' and ``H'' would establish the BBO, if that order does not also 
join or establish an NBBO, it would not be assigned Setter Priority. In 
this scenario, ``H'' would have lost its Setter Priority. The Exchange 
believes it is appropriate to re-evaluate such order for Setter 
Priority because it is being assigned a new working time together with 
the returned quantity of the order.
    Proposed Rule 7.36(h)(4) would establish when Setter Priority is 
not available, as follows:
     For any portion of an order that is ranked Priority 3--
Non-Display Orders (proposed Rule 7.36(h)(4)(A)). This proposed rule 
text is based on the second sentence of Rule 72(a)(ii)(F), with non-
substantive differences to use Pillar terminology.
     when the reserve quantity replenishes the display quantity 
of a Reserve Order (proposed Rule 7.36(h)(4)(B)). This proposed rule 
text would be new and would be a substantive difference, described 
above, as compared to the third sentence of Rule 72(a)(ii)(F).
    Because proposed Rule 7.36 would address the display and working 
time of orders and Setter Priority, the Exchange proposes that Rules 
72(a), (b), and (c)(xii) would not be applicable to trading UTP 
Securities on the Pillar trading platform.
Proposed Rule 7.37
    Proposed Rule 7.37 (Order Execution and Routing) would establish 
rules governing order execution and routing on the Pillar trading 
platform. As described above, the Exchange proposes to retain its 
parity allocation model, which the Exchange would set forth in proposed 
Rule 7.37(b). Except for the addition of parity allocation, the 
Exchange proposes to use Pillar functionality for determining how 
orders would be executed and routed. Accordingly, the proposed rule is 
based in part on NYSE Arca Equities Rule 7.37 and NYSE American Rule 
7.37E, with substantive differences as described below.
Proposed Rules 7.37(a), (c)-(g)
    Proposed Rules 7.37(a) and paragraphs (c)-(d) would establish rules 
regarding order execution, routing, use of data feeds, locking or 
crossing quotations in NMS Stocks, and exceptions to the Order 
Protection Rule. The proposed rule text is based on NYSE Arca Equities 
Rule 7.37(a)-(f) and NYSE American Rule 7.37E(a)-(f) with the following 
substantive differences: \20\
---------------------------------------------------------------------------

    \20\ Because proposed Rule 7.37(b) would establish parity 
allocation, proposed Rule 7.37(c)-(g) would be based on NYSE Arca 
Rules 7.37(b)-(f) and NYSE American Rules 7.37E(b)-(f).
---------------------------------------------------------------------------

     Proposed Rule 7.37(a) would use the proposed new term 
``Aggressing Order'' rather than the term ``incoming marketable order'' 
to refer to orders that would be matched for execution. In addition, 
because the Exchange would not use a price-time priority allocation for 
all orders, the Exchange proposes to specify that orders would be 
matched for execution as provided for in proposed Rule 7.37(b).
     As discussed below, the Exchange would not offer all order 
types that are available on NYSE Arca Equities and NYSE American. 
Accordingly, proposed Rule 7.37(a)(4) would not include a reference to 
Inside Limit Orders.
     Similar to NYSE American, because the Exchange would not 
be taking in data feeds from broker-dealers or routing to Away Markets 
that are not displaying protected quotations, the Exchange proposes 
that proposed Rule 7.37 would not include rule text from paragraph 
(b)(3) of NYSE Arca Equities Rule 7.37, which specifies that an ETP 
Holder can opt out of routing to Away Markets that are not displaying a 
protected quotation, i.e., broker dealers, or paragraph (d)(1) of NYSE 
Arca Equities Rule 7.37, which specifies that NYSE Arca Equities 
receives data feeds directly from broker dealers.
     As discussed in greater detail below, because the Exchange 
would not offer all orders available on NYSE Arca Equities and NYSE 
American, including orders based on NYSE Arca Equities Rule 7.31(f) 
that are orders with specific routing instructions, the Exchange 
proposes that proposed Rules 7.37(c)(5) and (c)(7)(B) would not include 
reference to orders that are designated to route to the primary listing 
market. Similarly, the Exchange would not include rule text based on 
NYSE Arca Equities Rule 7.37(b)(7)(C) and NYSE American Rule 
7.37E(b)(7)(C).
Proposed Rule 7.37(b)--Allocation
    Proposed Rule 7.37(b) would set forth how an Aggressing Order would 
be allocated against contra-side orders and is based in part on current 
Rule 72(c). The Exchange proposes to use Pillar terminology to describe 
allocations and proposes the following substantive differences to how 
allocations are processed under Rule 72(c):
     Mid-point Liquidity Orders (``MPL'') with a Minimum Trade 
Size (``MTS''), which are not currently available on the Exchange, 
would be allocated based on MTS size (smallest to largest) and time.
     The Exchange would maintain separate allocation wheels on 
each side of the market for displayed and non-displayed orders at each 
price. Currently, the Exchange maintains a single allocation wheel for 
each security.\21\
---------------------------------------------------------------------------

    \21\ See Rule 72(c)(viii)(A).
---------------------------------------------------------------------------

     An allocation to a Floor Broker Participant would be 
allocated to orders represented by that Floor Broker on parity.
     If resting orders on one side of the Exchange Book are 
repriced such that they become marketable against orders on the other 
side of the Exchange Book, they would trade as Aggressing Orders based 
on their ranking pursuant to proposed Rule 7.36(c).
     If resting orders on both side of the Exchange Book are 
repriced such that they become marketable against each other, e.g., a 
crossed PBBO becomes uncrossed and orders priced based on the PBBO are 
repriced, the Exchange would determine which order is the Aggressing 
Order based on its ranking pursuant to Rule 7.36(c).
     Because there would not be any DMMs assigned to UTP 
Securities, the proposed rule would not reference DMM allocations.
    Proposed Rule 7.37(b)(1) would set forth that at each price, an 
Aggressing Order would be allocated against contra-side orders as 
follows:
     Proposed Rule 7.37(b)(1)(A) would provide that orders 
ranked Priority 1--Market Orders would trade first based on time. This 
proposed rule is based on the first sentence of Rule 72(c)(i) with non-
substantive differences to use Pillar terminology.
     Proposed Rule 7.37(b)(1)(B) would provide that next, an 
order with Setter Priority that has a display price and working price 
equal to the BBO would receive 15% of the remaining quantity of the 
Aggressing Order, rounded up to the next round lot size or the 
remaining displayed quantity of the order with

[[Page 37263]]

Setter Priority, whichever is lower. The rule would further provide 
that an order with Setter Priority is eligible for allocation under 
proposed Rule 7.37(b)(1)(B) if the BBO is no longer the same as the 
NBBO. This proposed rule text is based on Rules 72(b)(ii) and 
72(c)(iii) with non-substantive differences to use Pillar terminology. 
Although the Exchange is using different rule text, the quantity of an 
Aggressing Order that would be allocated to an order with Setter 
Priority would be the same under both current rules and the proposed 
Pillar rule.
     Proposed Rule 7.37(b)(1)(C) would provide that next, 
orders ranked Priority 2--Displayed Orders would be allocated on parity 
by Participant and that any remaining quantity of an order with Setter 
Priority would be eligible to participate in this parity allocation, 
consistent with the allocation wheel position of the Participant that 
entered the order with Setter Priority. This proposed rule text is 
based on Rules 72(c)(i), (iv), (vi), and (ix) with non-substantive 
differences to use Pillar terminology.
     Proposed Rule 7.37(b)(1)(D) would provide that next, 
orders ranked Priority 3--Non-Display Orders, other than MPL Orders 
with an MTS, would be allocated on parity by Participant. This proposed 
rule text is based on Rules 72(c)(i), (iv), (vi), and (ix) with non-
substantive differences to use Pillar terminology and a substantive 
difference not to include MPL Orders with an MTS in the parity 
allocation of resting non-displayed orders.
     Proposed Rule 7.37(b)(1)(E) would provide that MPL Orders 
with an MTS would be allocated based on MTS size (smallest to largest) 
and time. Because MPL Orders with an MTS would be a new offering on the 
Exchange, this proposed rule text is new. With an MTS instruction, an 
[sic] member organization is instructing the Exchange that it does not 
want an execution of its order if the MTS cannot be met. Accordingly, 
an MPL Order with an MTS is willing to be skipped if such instruction 
cannot be met. The Exchange proposes to separate MPL Orders with an MTS 
from the parity allocation of Priority 3--Non-Display Orders because 
with a parity allocation, an MTS instruction would not be guaranteed. 
In order to honor the MTS instruction of the resting MPL Order, the 
Exchange proposes to allocate these orders after all other Priority 3--
Non-Display Orders have been allocated on parity. The Exchange believes 
that this proposed allocation priority would be consistent with the MTS 
instruction in that such orders are willing to be skipped in order to 
have the MTS met.
    Proposed Rule 7.37(b)(2) would establish the allocation wheel for 
parity allocations. The proposed rule would be new for Pillar and would 
establish that at each price on each side of the market, the Exchange 
would maintain an ``allocation wheel'' of Participants with orders 
ranked Priority 2--Display Orders and a separate allocation wheel of 
Participants with orders ranked Priority 3--Non-Display Orders. The 
rule further describes how the position of an order on an allocation 
wheel would be determined, as follows:
     Proposed Rule 7.37(b)(2)(A) would provide that the 
Participant that enters the first order in a priority category at a 
price would establish the first position on the applicable allocation 
wheel for that price. The rule would further provide that if an 
allocation wheel no longer has any orders at a price, the next 
Participant to enter an order at that price would establish a new 
allocation wheel. This proposed rule is based in part on the first 
sentence of Rule 72(c)(viii)(A), with both non-substantive differences 
to use Pillar terminology and substantive differences because the 
Exchange would maintain separate allocation wheels at each price point, 
rather than a single allocation wheel for a security. Accordingly, an 
allocation wheel at a price point could be re-established throughout 
the trading day.
     Proposed Rule 7.37(b)(2)(B) would provide that additional 
Participants would be added to an allocation wheel based on time of 
entry of the first order entered by a Participant. This proposed rule 
is based in part on the second sentence of Rule 72(c)(viii)(A) with 
non-substantive differences to use Pillar terminology.
     Proposed Rule 7.37(b)(2)(C) would provide that once a 
Participant has established a position on an allocation wheel at a 
price, any additional orders from that Participant at the same price 
would join that position on an allocation wheel. This proposed rule 
uses Pillar terminology to describe current functionality.
     Proposed Rule 7.37(b)(2)(D) would provide that if an order 
receives a new working time or is cancelled and replaced at the same 
working price, a Participant that entered such order would be moved to 
the last position on an allocation wheel if that Participant has no 
other orders at that price. This proposed rule is based in part on the 
last sentence of Rule 72(c)(viii)(A) with non-substantive differences 
to use Pillar terminology.
     Proposed Rule 7.37(b)(2)(E) would provide that a 
Participant would be removed from an allocation wheel if (i) all orders 
from that Participant at that price are executed or cancelled in full, 
(ii) the working price of an order changes and that Participant has no 
other orders at that price, or (iii) the priority category of the order 
changes and that Participant has no other orders at that price. This 
proposed rule would be new functionality associated with the 
substantive difference of having separate allocation wheels at each 
price point.
     Proposed Rule 7.37(b)(2)(F) would provide that if multiple 
orders are assigned new working prices at the same time, the 
Participants representing those orders would be added to an allocation 
wheel at the new working price in time sequence relative to one 
another. This proposed rule would be new functionality associated with 
the substantive difference of having separate allocation wheels at each 
price point.
    Proposed Rule 7.37(b)(3) would set forth the parity pointer 
associated with the allocation wheel. As proposed, if there is more 
than one Participant on an allocation wheel, the Exchange would 
maintain a ``pointer'' that would identify which Participant would be 
next to be evaluated for a parity allocation and that the Participant 
with the pointer would be considered the first position. This proposed 
rule is based in part on the Parity Example 1 described in Rule 
72(c)(viii)(A) and Rule 72(c)(viii)(B), with non-substantive 
differences to use Pillar terminology. The rule would further provide 
that the Setter Priority allocation described in proposed Rule 
7.37(b)(1)(B) would not move the pointer, which is based on the second 
sentence of Rule 72(c)(iv) with non-substantive differences to use 
Pillar terminology.
    Proposed Rule 7.37(b)(4) would set forth how an Aggressing Order 
would be allocated on parity. As proposed, an Aggressing Order would be 
allocated by round lots. The Participant with the pointer would be 
allocated a round lot and then the pointer would advance to the next 
Participant. The pointer would continue to advance on an allocation 
wheel until the Aggressing Order is fully allocated or all Participants 
in that priority category are exhausted. This proposed rule is based on 
Rule 72(c)(viii), sub-paragraphs (A)-(C) of that Rule, and Parity 
Examples 1 through 4, with non-substantive differences to use Pillar 
terminology. Rather than include examples in the proposed rule, the 
Exchange believes that the Pillar terminology streamlines the 
description of parity allocations in

[[Page 37264]]

a manner that obviates the need for examples, as follows:
     Proposed Rule 7.37(b)(4)(A) would provide that not all 
Participants on an allocation wheel would be guaranteed to receive an 
allocation. The size of an allocation to a Participant would be based 
on which Participant had the pointer at the beginning of the 
allocation, the size of the Aggressing Order, the number of 
Participants in the allocation, and the size of the orders entered by 
Participants. The Exchange believes that this proposed rule makes clear 
that while the parity allocation seeks to evenly allocate an Aggressing 
Order, an even allocation may not be feasible and would be dependent on 
multiple variables.
    For example, if there are three Participants on an allocation 
wheel, ``A,'' ``B,'' and ``C,'' each representing 200 shares and ``A'' 
has the pointer, an Aggressing Order of 450 shares would be allocated 
as follows: ``A'' would be allocated 100 shares, ``B'' would be 
allocated 100 shares, ``C'' would be allocated 100 shares, ``A'' would 
be allocated 100 shares, and ``B'' would be allocated 50 shares. In 
this example, an uneven allocation would result because the Aggressing 
Order cannot be evenly divided by round lots among the Participants and 
the allocation sizes would be dependent on which Participant has the 
pointer at the beginning of the allocation. Accordingly, ``A'' would be 
allocated a total of 200 shares, ``B'' would be allocated a total of 
150 shares, and ``C'' would be allocated a total of 100 shares.
     Proposed Rule 7.37(b)(4)(B) would provide that if the last 
Participant to receive an allocation is allocated an odd lot, the 
pointer would stay with that Participant. The Exchange proposes that 
the pointer would advance only after a round-lot allocation. If the 
last allocation is an odd-lot, the pointer would stay with that 
Participant. For example, continuing with the example above where ``B'' 
received an allocation of 150 shares because the last allocation was 50 
shares, the pointer would remain with ``B'' for the next allocation at 
that price. By contrast, if the last Participant receives a round-lot 
allocation of an Aggressing Order, the pointer would advance to the 
next Participant for the next allocation at that price.
     Proposed Rule 7.37(b)(4)(C) would provide that if the 
Aggressing Order is an odd lot, the Participant with the pointer would 
be allocated the full quantity of the order, unless that Participant 
does not have an order that could satisfy the Aggressing Order in full, 
in which case, the pointer would move to the next Participant on an 
allocation wheel. This proposed rule uses Pillar terminology to 
describe how an odd-lot sized Aggressing Order would be allocated.
     Proposed Rule 7.37(b)(4)(D) would provide that a 
Participant that has an order or orders equaling less than a round lot 
would be eligible for a parity allocation up to the size of the 
order(s) represented by that Participant. This proposed rule is based 
in part on Rule 72(c)(viii)(B) with non-substantive differences to use 
Pillar terminology.
    Proposed Rule 7.37(b)(5) would provide that an allocation to the 
Book Participant would be allocated to orders that comprise the Book 
Participant by working time. This proposed rule is based on the second 
sentence of Rule 72(c)(ii) with non-substantive differences to use 
Pillar terminology.
    Proposed Rule 7.37(b)(6) would provide that an allocation to a 
Floor Broker Participant, which would be defined as a ``Floor Broker 
Allocation,'' would be allocated to orders with unique working times 
that comprise the Floor Broker Participant, which would be defined as 
``Floor Broker Orders,'' on parity. The proposed reference to ``unique 
working times'' would refer to orders that have multiple working times. 
For example, pursuant to proposed Rule 7.31(d)(1)(B), each time a 
Reserve Order is replenished from reserve interest, a new working time 
would be assigned to the replenished quantity of the Reserve Order, 
while the reserve interest would retain the working time of original 
order entry. As a result, the display quantity of a Reserve Order may 
be represented by multiple orders with unique working times 
representing each replenishment. For purposes of the Floor Broker 
Allocation, each quantity with a unique working time would be 
considered a separate order.
    As further proposed, the parity allocation within a Floor Broker 
Allocation would be processed as described in proposed Rule 7.37(b)(2)-
(4) with the Floor Broker Allocation processed as the ``Aggressing 
Order'' and each Floor Broker Order processed as a ``Participant.'' 
Because a Floor Broker Participant may represent multiple orders, the 
Exchange believes that allocating the Floor Broker Allocation on parity 
would be consistent with the Exchange's allocation model, which 
provides for a parity allocation to Floor brokers. For example, if an 
Aggressing Order is allocated 200 shares to Floor Broker Participant 
``X,'' which would be the Floor Broker Allocation, and ``X'' represents 
three Floor Broker Orders, ``A,'' ``B,'' and ``C'' for 100 shares each 
at a price and the parity pointer is on ``B,'' pursuant to proposed 
Rule 7.37(b)(6), the Floor Broker Allocation would be allocated 100 
shares to ``B'' and 100 shares to ``C'' and ``A'' would not receive an 
allocation.
    Proposed Rule 7.37(b)(8) would provide that if resting orders on 
one side of the market are repriced and become marketable against 
contra-side orders on the Exchange Book, the Exchange would rank the 
re-priced orders as described in proposed Rule 7.36(c) and trade them 
as Aggressing Orders consistent with their ranking.\22\ This proposed 
functionality would be new for Pillar.
---------------------------------------------------------------------------

    \22\ The Exchange proposes to designated proposed Rule 
7.37(b)(7) as ``Reserved.''
---------------------------------------------------------------------------

    Proposed Rule 7.37(b)(9) would provide that if resting orders on 
both sides of the market are repriced and become marketable against one 
another, the Exchange would rank the orders on each side of the market 
as described in Rule 7.36(c) and trade them as follows:
     The best-ranked order would establish the price at which 
the marketable orders will trade, provided that if the marketable 
orders include MPL orders, orders would trade at the midpoint of the 
PBBO (proposed Rule 7.37(b)(9)(A)).
     The next best-ranked order would trade as the Aggressing 
Order with contra-side orders at that price pursuant to proposed Rule 
7.37(b)(1) (proposed Rule 7.37(b)(9)(B)).
     When an Aggressing Order is fully executed, the next-best 
ranked order would trade as the Aggressing Order with contra-side 
orders at that price pursuant to proposed Rule 7.37(b)(1) (proposed 
Rule 7.37(b)(9)(C)).
     Orders on both sides of the market would continue to trade 
as the Aggressing Order until all marketable orders are executed 
(proposed Rule 7.37(b)(9)(D)).
    Because proposed Rule 7.37 would address order execution and 
routing, including parity allocations, locking and crossing, and the 
Order Protection Rule, the Exchange proposes that Rules 15A, 19, 72(c), 
1000, 1001, 1002, and 1004 would not be applicable to trading UTP 
Securities on the Pillar trading platform.\23\
---------------------------------------------------------------------------

    \23\ Rule 72(d) would also not be applicable to trading UTP 
Securities on the Pillar trading platform, accordingly the Exchange 
would designate the entirety of Rule 72 as not applicable to trading 
UTP Securities on the Pillar trading platform.
---------------------------------------------------------------------------

Proposed Rule 7.31
    Proposed Rule 7.31 (Orders and Modifiers) would establish the 
orders and modifiers that would be available on the Exchange for 
trading UTP

[[Page 37265]]

Securities on the Pillar trading platform. The Exchange proposes to 
offer a subset of the orders and modifiers that are available on NYSE 
Arca Equities and NYSE American, with specified substantive 
differences, as described below.
     Proposed Rule 7.31(a) would establish the Exchange's 
proposed Primary Order Types. The Exchange would offer Market Orders, 
which would be described in proposed Rule 7.31(a)(1), and Limit Orders, 
which would be described in proposed Rule 7.31(a)(2). These proposed 
rules are based on NYSE Arca Equities Rule 7.31(a)(1) and (2) with one 
substantive difference. Because the Exchange would not be conducting 
auctions for UTP Securities and because, as described below, with the 
exception of Primary Pegged Orders, Limit Orders entered before the 
Core Trading Session would be deemed designated for both the Early 
Trading Session and the Core Trading Session, the Exchange proposes not 
to include the following text in proposed Rule 7.31(a)(2)(B): ``A Limit 
Order entered before the Core Trading Session that is designated for 
the Core Trading Session only will become subject to Limit Order Price 
Protection after the Core Open Auction.'' Instead, the Exchange 
proposes to provide that a Limit Order entered before the Core Trading 
Session that becomes eligible to trade in the Core Trading Session 
would become subject to the Limit Order Price Protection when the Core 
Trading Session begins. Accordingly, Primary Pegged Orders entered 
before the Core Trading Session begins would not be subject to Limit 
Order Price Protection until the Core Trading Session begins.
     Proposed Rule 7.31(b) would establish the proposed time-
in-force modifiers available for UTP Securities on the Pillar trading 
platform. The Exchange would offer both Day and Immediate-or-Cancel 
(``IOC'') time-in-force modifiers. The rule text is based on NYSE Arca 
Equities Rule 7.31(b) and NYSE American Rule 7.31E(b) without any 
substantive differences.
     Proposed Rule 7.31(c) would establish the Exchange's 
Auction-Only Orders. Because the Exchange would not be conducting 
auctions in UTP Securities, the Exchange would route all Auction-Only 
Orders in UTP Securities to the primary listing market, as described in 
greater detail below in proposed Rule 7.34. To reflect this 
functionality, proposed Rule 7.31(c) would provide that an Auction-Only 
Order is a Limit or Market Order that is only to be routed pursuant to 
Rule 7.34. Proposed Rules 7.31(c)(1)-(4) would define Limit-on-Open 
Orders (``LOO Order''), Market-on-Open Order (``MOO Order''), Limit-on-
Close Order (``LOC Order''), and Market-on-Close (``MOC Order''). The 
proposed rule text is based on NYSE Arca Equities Rule 7.31(c)(1)-(4) 
and NYSE American Rule 7.31E(c)(1)-(4), with the substantive difference 
not to include rule text relating to how Auction-Only Orders would 
function during a Trading Halt Auction, as the Exchange would not be 
conducting any auctions in UTP Securities. Because the Exchange would 
not have defined terms for auctions in the Pillar rules, the Exchange 
proposes an additional non-substantive difference to use the term ``an 
opening or re-opening auction'' instead of ``the Core Open Auction or a 
Trading Halt Auction'' and the term ``a closing auction'' instead of 
``the Closing Auction.''
     Proposed Rule 7.31(d) would describe orders with a 
conditional or undisplayed price and/or size. Proposed Rule 7.31(d) is 
based on NYSE Arca Equities Rule 7.31(d) and NYSE American Rule 
7.31E(d) without any differences.
     Proposed Rule 7.31(d)(1) would establish Reserve Orders, 
which would be a Limit Order with a quantity of the size displayed and 
with a reserve quantity (``reserve interest'') that is not displayed. 
Proposed Rule 7.31(d)(1) and subparagraphs (A)-(C) to that rule are 
based on NYSE Arca Equities Rule 7.31(d)(1) and its sub-paragraphs (A)-
(C) without any substantive differences. As described below, the 
Exchange proposes to describe Limit Orders that do not route as ``Limit 
Non-Routable Order.''
     Proposed Rule 7.31(d)(2) would establish Limit Non-
Displayed Orders, which would be a Limit Order that is not displayed 
and does not route. This proposed rule is based on NYSE Arca Equities 
Rule 7.31(d)(2), with one substantive difference: the Exchange would 
not be offering the ability for a Limit Non-Displayed Order to be 
designated with a Non-Display Remove Modifier and therefore would not 
be proposing rule text based on NYSE Arca Equities Rule 7.31(d)(2)(B).
     Proposed Rule 7.31(d)(3) would establish MPL Orders, which 
would be a Limit Order that is not displayed and does not route, with a 
working price at the midpoint of the PBBO. Proposed Rule 7.31(d)(3) is 
based on NYSE Arca Equities Rule 7.31(d)(3) and NYSE American Rule 
7.31E(d)(3) with one substantive difference: because the Exchange would 
not be conducting auctions in UTP Securities, the Exchange does not 
propose to include rule text that MPL Orders do not participate in any 
auctions. Proposed Rules 7.31(d)(3)(A)-(F), which further describe MPL 
Orders, are based on NYSE Arca Equities Rule 7.31(d)(3)(A)-(F) with two 
substantive differences. First, the Exchange would not offer the 
optional functionality for an incoming Limit Order to be designated 
with a ``No Midpoint Execution'' modifier. Second, the Exchange would 
not offer for MPL Orders to be designated with a Non-Display Remove 
Modifier. Because the Exchange would not offer the Non-Display Remove 
Modifier for MPL Orders, the Exchange is not proposing rule text based 
on NYSE Arca Equities Rule 7.31(d)(3)(G).
     Proposed Rule 7.31(e) would establish orders with 
instructions not to route and is based on NYSE Arca Equities Rule 
7.31(e) and NYSE American Rule 7.31E(e) without any differences.
     Proposed Rule 7.31(e)(1) would establish the Limit Non-
Routable Order, which is a Limit Order that does not route. Proposed 
Rule 7.31(e)(1) and its sub-paragraphs (A)-(B) is based on NYSE Arca 
Equities Rule 7.31(e)(1) and its sub-paragraphs (A)-(B) and NYSE 
American Rule 7.31E(1) and its sub-paragraphs (A)-(B) without any 
substantive differences. Because the Exchange would not offer Non-
Display Remove Modifiers for Limit Non-Routable Orders, the Exchange is 
not proposing rule text based on NYSE Arca Equities Rule 7.31(e)(1)(C).
     Proposed Rule 7.31(e)(2) and sub-paragraphs (B)-(D) would 
establish the ALO Order, which is a Limit Non-Routable Order that, 
except as specified in the proposed rule, would not remove liquidity 
from the Exchange Book. The proposed rule is based on NYSE Arca 
Equities Rule 7.31(e)(2) and its sub-paragraphs (B)-(D) with two 
substantive differences. First, because the Exchange would not have 
auctions in UTP Securities, the Exchange does not propose rule text 
based on NYSE Arca Equities Rule 7.31(e)(2)(A), and would designate 
this sub-paragraph as ``Reserved.'' Second, because the Exchange would 
not offer the Non-Display Remove Modifier for Limit Non-Routable Orders 
or Limit Non-Display Orders, the Exchange does not propose rule text 
based on NYSE Arca Equities Rule 7.31(e)(2)(B)(iv)(b).
     Proposed Rule 7.31(e)(3) and sub-paragraphs (A)-(D) would 
establish Intermarket Sweep Orders (``ISO''), which would be a Limit 
Order that does not route and meets the requirements of Rule 600(b)(3) 
[sic] of Regulation NMS and could be designated IOC or Day. The 
proposed rule is based on NYSE Arca Equities rule 7.31(e)(3) and its 
sub-

[[Page 37266]]

paragraphs (A)-(D) and its sub-paragraphs (A)-(D) [sic] with two 
substantive differences. First, because Exchange Floor brokers do not 
have the ability to enter orders directly on Away Markets, the Exchange 
does not currently offer the ability for Floor brokers to enter 
ISOs.\24\ The Exchange similarly proposes that Floor brokers would not 
be able to enter ISOs for trading UTP Securities on the Pillar trading 
platform and therefore would specify that ISOs are not available to 
Floor brokers. Second, because Non-Display Remove Modifiers would not 
be available, the Exchange is not proposing rule text based on NYSE 
Arca Equities Rule 7.31(e)(3)(D)(iii)(b).
---------------------------------------------------------------------------

    \24\ See Rule 70(a)(i).
---------------------------------------------------------------------------

     Because the Exchange would not offer Primary Only Orders 
or Cross Orders, the Exchange proposes that Rules 7.31(f) and (g) would 
be designated as ``Reserved.''
     Proposed Rule 7.31(h) would establish Pegged Orders, which 
would be a Limit Order that does not route with a working price that is 
pegged to a dynamic reference price. Proposed Rule 7.31(h) is based on 
NYSE Arca Equities Rule 7.31(h) with one substantive difference. 
Consistent with the Exchange's current rules, Pegged Orders would be 
available only to Floor brokers.\25\
    Proposed Rule 7.31(h)(2) and sub-paragraphs (A) and (B) would 
establish Primary Pegged Orders, which would be a Pegged Order to buy 
(sell) with a working price that is pegged to the PBB (PBO), must 
include a minimum of one round lot of displayed, and with no offset 
allowed. This proposed rule text is based on NYSE Arca Equities Rule 
7.31(h)(2) and sub-paragraphs (A) and (B) with one substantive 
difference. Because the Exchange would not conduct auctions in UTP 
Securities, the Exchange does not propose to include rule text that a 
Primary Pegged Order would be eligible to participate in auctions at 
the limit price of the order.
    Proposed Rule 7.31(h)(4) and sub-paragraphs (A) and (B) would 
establish a Non-Displayed Primary Pegged Order, which would be a Pegged 
Order to buy (sell) with a working price that is pegged to the PBB 
(PBO), with no offset allowed, that is not displayed. This rule text is 
based on NYSE American Rule 7.31E(h)(2), which describes a Primary 
Pegged Order that is not displayed. Similar to the rules of NYSE 
American, the proposed Non-Displayed Primary Pegged Order would be 
rejected on arrival, or cancelled when resting, if there is no PBBO 
against which to peg. In addition, Non-Displayed Primary Pegged Orders 
would be ranked Priority 3--Non-Display Orders and if the PBBO is 
locked or crossed, both an arriving and resting Non-Displayd [sic] 
Primary Pegged Order would wait for a PBBO that is not locked or 
crossed before the working price is adjusted and the order becomes 
eligible to trade.
    Because the Exchange would not offer Market Pegged Order or 
Discretionary Pegged Orders, the Exchange proposes that paragraphs 
(h)(1) and (h)(3) of proposed Rule 7.31 would be designated as 
``Reserved.''
---------------------------------------------------------------------------

    \25\ See Rule 13(f)(1)(A)(i), which describes Pegging Interest 
as being available for e-Quotes and d-Quotes, which is functionality 
available only to Floor brokers.
---------------------------------------------------------------------------

     Proposed Rule 7.31(i)(2) would establish Self Trade 
Prevention Modifiers (``STP'') on the Exchange. As proposed, any 
incoming order to buy (sell) designated with an STP modifier would be 
prevented from trading with a resting order to sell (buy) also 
designated with an STP modifier and from the same Client ID, as 
designated by the member organization, and the STP modifier on the 
incoming order would control the interaction between two orders marked 
with STP modifiers. Proposed Rule 7.31(i)(2)(A) would establish STP 
Cancel Newest (``STPN'') and proposed Rule 7.31(i)(2)(B) would 
establish STP Cancel Oldest (``STPO''). Proposed Rule 7.31(i)(2) and 
subparagraphs (A) and (B) are based in part on NYSE Arca Equities Rule 
7.31(i)(2) and its sub-paragraphs (A) and (B) and NYSE American Rule 
7.31E(i)(2) and its sub-paragraphs (A) and (B), with substantive 
differences to specify how STP modifiers would function consistent with 
the Exchange's proposed allocation model.
    Specifically, because, as described above, resting orders are 
allocated either on parity or time based on the priority category of an 
order, the Exchange proposes to specify in proposed Rule 7.31(i)(2) 
that the Exchange would evaluate the interaction between two orders 
marked with STP modifiers from the same Client ID consistent with the 
allocation logic applicable to the priority category of the resting 
order. The proposed rule would further provide that if resting orders 
in a priority category do not have an STP modifier from the same Client 
ID, the incoming order designated with an STP modifier would trade with 
resting orders in that priority category before being evaluated for STP 
with resting orders in the next priority category.
    For STPN, proposed Rule 7.31(i)(2)(A)(i) would provide that if a 
resting order with an STP modifier from the same Client ID is in a 
priority category that allocates orders on price-time priority, the 
incoming order marked with the STPN modifier would be cancelled back to 
the originating member organization and the resting order marked with 
one of the STP modifiers would remain on the Exchange Book. This 
proposed rule is based on NYSE Arca Equities Rule 7.31(i)(2)(A) and 
NYSE American Rule 7.31E(i)(2)(A), with non-substantive differences to 
specify that this order processing would be applicable for orders that 
are allocated in price-time priority.
    Proposed Rule 7.31(i)(2)(A)(ii) would be new and would address how 
STPN would function for resting orders in a priority category that 
allocates orders on parity. As proposed, if a resting order with an STP 
modifier from the same Client ID is in a priority category that 
allocates orders on parity and would have been considered for an 
allocation, none of the resting orders eligible for a parity allocation 
in that priority category would receive an allocation and the incoming 
order marked with the STPN modifier would be cancelled back.\26\ The 
Exchange believes that if a member organization designates an order 
with an STPN modifier, that member organization has instructed the 
Exchange to cancel the incoming order rather than trade with a resting 
order with an STP modifier from the same Client ID. Because in a parity 
allocation, resting orders are allocated based on their position on an 
allocation wheel, as described above, it would be consistent with the 
incoming order's instruction to cancel the incoming order if any of the 
resting orders eligible to participate in the parity allocation has an 
STP modifier from the same Client ID.
---------------------------------------------------------------------------

    \26\ As described above, if there were resting Market Orders 
against which the incoming order was marketable, because Market 
Orders are in a different priority category, the incoming order 
would trade with the resting Market Orders before being assessed for 
STP with resting orders in a parity priority category.
---------------------------------------------------------------------------

    For STPO, proposed Rule 7.31(i)(2)(B)(i) would provide that if a 
resting order with an STP modifier from the same Client ID is in a 
priority category that allocates orders on price-time priority, the 
resting order marked with the STP modifier would be cancelled back to 
the originating member organization and the incoming order marked with 
the STPO modifier would remain on the Exchange Book. This proposed rule 
is based on NYSE Arca Equities Rule 7.31(i)(2)(B) and NYSE American 
Rule 7.31E(i)(2)(B), with non-substantive differences to specify that 
this order processing would

[[Page 37267]]

be applicable for orders that are allocated in price-time priority.
    Proposed Rule 7.31(i)(2)(B)(ii) would be new and would address how 
STPO would function for resting orders in a priority category that 
allocates orders on parity. As proposed, if a resting order with an STP 
modifier from the same Client ID is in a priority category that 
allocates orders on parity, all resting orders with the STP modifier 
with the same Client ID in that priority category that would have been 
considered for an allocation would not be eligible for a parity 
allocation and would be cancelled. The rule would further provide that 
an incoming order marked with the STPO modifier would be eligible to 
trade on parity with orders in that priority category that do not have 
a matching STP modifier and that resting orders in that priority 
category with an STP modifier from the same Client ID that would not 
have been eligible for a parity allocation would remain on the Exchange 
Book. The Exchange believes that this proposed processing of STPO would 
allow for the incoming order to continue to trade with resting orders 
that do not have an STP modifier from the same client ID, while at the 
same time processing the instruction that resting orders with an STP 
from the same Client ID would be cancelled if there were a potential 
for an execution between the two orders.
     Proposed Commentary .01 and .02 to Rule 7.31is based on 
Commentary .01 and .02 to NYSE Arca Equities Rule 7.31 without any 
substantive differences.
    Because proposed Rule 7.31 would govern orders and modifiers, 
including orders entered by Floor brokers, the Exchange proposes that 
Rules 13 (Orders and Modifiers) and 70 (Execution of Floor broker 
interest) would not be applicable to trading UTP Securities on the 
Pillar trading platform. In addition, references to Trading Collars in 
Rule 1000(c) would not be applicable to trading UTP Securities on the 
Pillar Trading platform.\27\
---------------------------------------------------------------------------

    \27\ As described in greater detail above in connection with 
proposed Rule 7.37, the Exchange proposes that the entirety of Rule 
1000 would not be applicable to trading UTP Securities on the Pillar 
trading platform.
---------------------------------------------------------------------------

Proposed Rule 7.10
    Proposed Rule 7.10 (Clearly Erroneous Executions) would set forth 
the Exchange's rules governing clearly erroneous executions. The 
proposed rule is based on NYSE Arca Equities Rule 7.10 and NYSE 
American Rule 7.10E with substantive differences not to refer to a Late 
Trading Session or Cross Orders. The Exchange proposes rule text based 
on NYSE Arca Equities rather than current Rule 128 (Clearly Erroneous 
Executions) because the NYSE Arca Equities and NYSE American version of 
the rule uses the same terminology that the Exchange is proposing for 
the Pillar trading platform, e.g., references to Early and Core Trading 
Sessions. Accordingly, the Exchange proposes that Rule 128 (Clearly 
Erroneous Executions) would not be applicable to trading UTP Securities 
on the Pillar trading platform.\28\ Because the Exchange would not be 
conducting auctions in UTP Securities, proposed Rule 7.10(a) would not 
include the last sentence of NYSE Arca Equities Rule 7.10(a), which 
provides that ``[e]xecutions as a result of a Trading Halt Auction are 
not eligible for a request to review as clearly erroneous under 
paragraph (b) of this Rule.''
---------------------------------------------------------------------------

    \28\ The Exchange proposes that because there is not a prior 
version of proposed Rule 7.10, if the Limit Up-Limit Down Plan is 
not approved, the prior version of sections (c), (e)(2), (f) and (g) 
of Rule 128 would be in effect.
---------------------------------------------------------------------------

Proposed Rule 7.11
    Proposed Rule 7.11 (Limit Up-Limit Down Plan and Trading Pauses in 
Individual Securities Due to Extraordinary Market Volatility) would 
establish how the Exchange would comply with the Regulation NMS Plan to 
Address Extraordinary Market Volatility (``LULD Plan'').\29\ The 
proposed rule is based on NYSE American Rule 7.11E with the following 
substantive differences. First, as proposed, the Exchange would not 
offer the optional functionality for a member organization to instruct 
the Exchange to cancel a Limit Order that cannot be traded or routed at 
prices at or within the Price bands, rather than the default processing 
of re-pricing a Limit Order to the Price Bands, as described in 
proposed Rule 7.11(a)(5)(B)(i). Accordingly, the Exchange would not 
include text relating to this instruction, as described in NYSE 
American Rules 7.11E(a)(5)(B)(i), 7.11E(a)(5)(C), or 7.11E(a)(5)(F). 
Second, because the Exchange would not be offering orders that include 
specific routing instructions, Q Orders, or Limit IOC Cross Orders, the 
Exchange would not include text that references these order types, as 
described in NYSE American Rule 7.11E(a)(5)(B)(iii), 7.11E(a)(5)(D), 
7.11E(a)(5)(E), and 7.11E(a)(6). The Exchange proposes to designate 
proposed Rules 7.11(a)(5)(D) and 7.11(a)(5)(E) as ``Reserved.''
---------------------------------------------------------------------------

    \29\ See Securities Exchange Act Release No. 80455 (April 13, 
2017), 81 FR 24908 (April 27, 2016) (File No. 4-631) (Order 
approving 12th Amendment to the LULD Plan) [sic].
---------------------------------------------------------------------------

    Finally, because proposed Rule 7.11 would govern trading in UTP 
Securities and the Exchange would not conduct auctions for such 
securities, the Exchange does not propose rule text from NYSE American 
Rule 7.11E(b) that describes how the Exchange would re-open trading in 
a security. The Exchange proposes that Rule 7.11(b)(1) would be based 
on rule text from NYSE American Rule 7.11E(b)(1).
    Because the proposed rule covers the same subject matter as Rule 
80C, the Exchange proposes that Rule 80C would not be applicable to 
trading UTP Securities on the Pillar trading platform.
Proposed Rule 7.16
    Proposed Rule 7.16 (Short Sales) would establish requirements 
relating to short sales. The proposed rule is based on NYSE Arca 
Equities Rule 7.16 and NYSE American Rule 7.16E with two substantive 
differences. First, because the proposed rule would not be applicable 
to any securities that are listed on the Exchange, the Exchange would 
not be evaluating whether the short sale price test restrictions of 
Rule 201 of Regulation SHO have been triggered. Accordingly, the 
Exchange does not propose rule text based on NYSE Arca Equities Rule 
7.16(f)(3) or NYSE American Rule 7.16E(f)(3) and would designate that 
sub-paragraph as ``Reserved.'' For similar reasons, the Exchange 
proposes not to include rule text based on NYSE Arca Equities Rules 
7.16(f)(4)(A) and (B) or NYSE American Rule 7.16E(f)(4)(A) and (B).
    Second, because the Exchange would not be offering Tracking Orders, 
Cross Orders, or the Proactive if Locked/Crossed Modifier, the Exchange 
does not propose rule text based on NYSE Arca Equities Rule 
7.16(f)(5)(D), (G), or (I) or NYSE American Rule 7.16E(f)(5)(D), (G), 
or (I). The Exchange proposes to designate proposed Rules 7.16(f)(5)(D) 
and (G) as ``Reserved.''
    Because the proposed rule covers the same subject matter as Rule 
440B (Short Sales), the Exchange proposes that Rule 440B would not be 
applicable to trading UTP Securities on the Pillar trading platform.
Proposed Rule 7.18
    The Exchange proposes to amend Rule 7.18 (Halts) to establish how 
the Exchange would process orders during a halt in a UTP Security and 
when it would halt trading in a UTP Exchange Traded Product.\30\ 
Proposed Rule

[[Page 37268]]

7.18(b) would provide that the Exchange would not conduct a Trading 
Halt Auction in a UTP Security and would process new and existing 
orders in a UTP Security during a UTP Regulatory Halt \31\ as described 
in proposed Rule 7.18(b)(1)-(6). The proposed rule text is based on 
NYSE Arca Equities Rule 7.18(b) and its sub-paragraphs (1)-(6) and NYSE 
American Rule 7.18E(b) and its sub-paragraphs (1)-(6) with one 
substantive difference. Because the Exchange would not be offering 
``Primary Only'' orders, proposed Rule 7.18(b)(5) would not reference 
such order types.
---------------------------------------------------------------------------

    \30\ The term ``UTP Exchange Traded Product'' is defined in Rule 
1.1(bbb) to mean an Exchange Traded Product that trades on the 
Exchange pursuant to unlisted trading privileges. The terms 
``Exchange Traded Product'' and ``UTP Exchange Traded Product'' on 
the Exchange have the same meaning as the NYSE Arca Equities terms 
``Derivatives Securities Product'' and ``UTP Derivative Securities 
Product,'' which are defined in NYSE Arca Equities Rule 1.1(bbb). 
The Exchange proposes a non-substantive difference in proposed Rule 
7.18 as compared to NYSE Arca Equities Rule 7.18 to use the 
Exchange-defined terms.
    \31\ The term ``UTP Regulatory Halt'' is defined in Rule 1.1(kk) 
to mean a trade suspension, halt, or pause called by the UTP Listing 
Market in a UTP Security that requires all market centers to halt 
trading in that security.
---------------------------------------------------------------------------

    The Exchange proposes to amend Rule 7.18(d)(1)(A) to specify that 
if a UTP Exchange Traded Product begins trading on the Exchange in the 
Early Trading Session and subsequently a temporary interruption occurs 
in the calculation or wide dissemination of the Intraday Indicative 
Value (``IIV'') or the value of the underlying index, as applicable, to 
such UTP Exchange Traded Product, by a major market data vendor, the 
Exchange may continue to trade the UTP Exchange Traded Product for the 
remainder of the Early Trading Session. This proposed rule text is 
based on NYSE Arca Equities Rule 7.18(d)(1)(A) and NYSE American Rule 
7.18E(d)(1)(A) without any substantive differences. The Exchange also 
proposes to amend Rule 7.18(d)(1)(B) to change the reference from 
``Exchange's Normal Trading Hours'' to the term ``Core Trading 
Session,'' which would be defined in proposed Rule 7.34, described 
below.
    The Exchange also proposes to amend Rule 7.18(a) to change the 
cross reference from Rule 80C to Rule 7.11 as proposed Rule 7.11 would 
govern how the Exchange would comply with the LULD Plan for trading UTP 
Securities.
Proposed Rule 7.34
    Proposed Rule 7.34 would establish trading sessions on the 
Exchange. The Exchange proposes that on the Pillar trading platform, it 
would have Early and Core Trading Sessions. Accordingly, proposed Rule 
7.34 is based in part on NYSE Arca Equities Rule 7.34 and NYSE American 
Rule 7.34E, with the following substantive differences. First, similar 
to NYSE American, the Exchange proposes that the Early Trading Session 
would begin at 7:00 a.m. Eastern Time. Similar to NYSE Arca Equities 
and NYSE American, the Exchange would begin accepting orders 30 minutes 
before the Early Trading Session begins, which means order entry 
acceptance would begin at 6:30 a.m. Eastern Time. These differences 
would be reflected in proposed Rule 7.34(a)(1).
    Second, proposed Rule 7.34(b) would be new and is not based on NYSE 
Arca Equities Rule 7.34(b) or NYSE American Rule 7.34E(b). Rather than 
require member organizations to include a designation for which trading 
session the order would be in effect, the Exchange proposes to specify 
in Rule 7.34(b) and (c) which trading sessions an order would be deemed 
designated. Proposed Rule 7.34(b)(1) would provide that unless 
otherwise specified in Rule 7.34(c), an order entered before or during 
the Early or Core Trading Session would be deemed designated for the 
Early Trading Session and the Core Trading Session. Proposed Rule 
7.34(b)(2) would provide that an order without a time-in-force 
designation would be deemed designated with a day time-in-force 
modifier.
    Proposed Rule 7.34(c) would specify which orders would be permitted 
in each session. Proposed Rule 7.34(c)(1) would provide that unless 
otherwise specified in paragraphs (c)(1)(A)-(C), orders and modifiers 
defined in Rule 7.31 would be eligible to participate in the Early 
Trading Session. This proposed rule text is based on NYSE Arca Equities 
Rule 7.34(c)(1) and NYSE American Rule 7.34E(c)(1) with a substantive 
difference not to refer to orders ``designated'' for the Early Trading 
Session. In addition, because the Exchange would not be offering a 
Retail Liquidity Program, the Exchange would not reference Rule 7.44.
     Proposed Rule 7.34(c)(1)(A) would provide that Pegged 
Orders would not be eligible to participate in the Early Trading 
Session. This rule text is based in part on NYSE Arca Equities Rule 
7.34(c)(1)(A) and NYSE American Rule 7.34E(c)(1)(A) in the [sic] Pegged 
Orders would not be eligible to participate in the Early Trading 
Session. The Exchange proposes a substantive difference from the NYSE 
Arca Equities and NYSE American rules because proposed Rule 
7.34(c)(1)(A) would not refer to Market Orders. Market Orders entered 
during the Early Trading Session would be addressed in proposed Rule 
7.34(c)(1)(C), described below. The proposed rule would further provide 
that Non-Displayed Primary Pegged Orders entered before the Core 
Trading Session would be rejected and Primary Pegged Orders entered 
before the Core Trading Session would be accepted but would not be 
eligible to trade until the Core Trading Session begins. This rule text 
is based in part on both NYSE Arca Equities Rule 7.34(c)(1)(A) and NYSE 
American Rule 7.34E(c)(1)(A), but uses terminology consistent with the 
Exchange's proposed order types.
     Proposed Rule 7.34(c)(1)(B) would provide that Limit 
Orders designated IOC would be rejected if entered before the Early 
Trading Session begins. This proposed rule is based on NYSE Arca 
Equities Rule 7.34(c)(1)(B) and NYSE American Rule 7.34E(c)(1)(B) with 
two substantive differences. First, because the Exchange would not be 
conducting auctions, the Exchange proposes to specify that the 
rejection period would begin ``before the Early Trading Session 
begins'' rather than state ``before the Early Open Auction concludes.'' 
Second, the Exchange would not refer to Cross Orders, which would not 
be offered on the Exchange.
     Proposed Rule 7.34(c)(1)(C) would provide that Market 
Orders and Auction-Only Orders in UTP Securities entered before the 
Core Trading Session begins would be routed to the primary listing 
market on arrival and any order routed directly to the primary listing 
market on arrival would be cancelled if that market is not accepting 
orders. This proposed rule is based on NYSE Arca Equities Rule 
7.34(c)(1)(D) and NYSE American Rule 7.34E(c)(1)(D) with a non-
substantive difference to specify that such orders would be routed 
until the Core Trading Session begins.
    Proposed Rule 7.34(c)(2) would provide that unless otherwise 
specified in Rule 7.34(c)(2)(A)-(B), all orders and modifiers defined 
in Rule 7.31 would be eligible to participate in the Core Trading 
Session. This proposed rule text is based on NYSE Arca Equities Rule 
7.34(c)(2) and NYSE American Rule 7.34E(c)(2) with a substantive 
difference not to refer to orders ``designated'' for the Core Trading 
Session. In addition, because the Exchange would not be offering a 
Retail Liquidity Program, the Exchange would not reference Rule 7.44.
     Proposed Rule 7.34(c)(2)(A) would provide that Market 
Orders in UTP Securities would be routed to the primary listing market 
until the first opening print of any size on the primary listing market 
or 10:00 a.m. Eastern Time, whichever is earlier. This

[[Page 37269]]

proposed rule is based on NYSE Arca Equities Rule 7.34(c)(2)(A) and 
NYSE American Rule 7.34E(c)(2)(A) with a non-substantive difference to 
use the term ``UTP Securities'' instead of referencing orders that 
``are not eligible for the Core Open Auction.''
     Proposed Rule 7.34(c)(2)(B) would provide that Auction-
Only Orders in UTP Securities would be accepted and routed directly to 
the primary listing market. This proposed rule is based on NYSE Arca 
Equities Rule 7.34(c)(2)(B) and NYSE American Rule 7.34E(c)(2)(B) with 
a non-substantive difference to use the term ``UTP Securities'' instead 
of referencing orders that ``are not eligible for an auction on the 
Exchange.''
    Proposed Rule 7.34(d) would establish requirements for member 
organizations to provide customer disclosure when accepting orders for 
execution in the Early Trading Session. The proposed rule is based on 
NYSE Arca Equities Rule 7.34(d) and NYSE American Rule 7.34E(d) without 
any substantive differences.
    Proposed Rule 7.34(e) would provide that trades on the Exchange 
executed and reported outside of the Core Trading Session would be 
designated as .T trades. This proposed rule is based on NYSE Arca 
Equities Rule 7.34(e) and NYSE American Rule 7.34E(e) without any 
substantive differences.
Proposed Rule 7.38
    Proposed Rule 7.38 (Odd and Mixed Lot) would establish requirements 
relating to odd lot and mixed lot trading on the Exchange. The proposed 
rule is based on NYSE Arca Equities Rule 7.38 and NYSE American Rule 
7.38E with one substantive difference. Because orders ranked Priority 
2--Display Orders, including odd-lot sized orders, are on an allocation 
wheel at their display price, the Exchange proposes that if the display 
price of an odd-lot order to buy (sell) is above (below) its working 
price (i.e., the PBBO, which is the price at which the odd-lot order is 
eligible to trade, has crossed the display price of that odd-lot 
order), the odd-lot order would be ranked and allocated based on its 
display price. In such case, the order would execute at its working 
price, but if there is more than one odd-lot order at the different 
display price, they would be allocated on parity.
    For example, if at 10.02, the Exchange has an order ``A'' to buy 50 
shares ranked Priority 2--Display Orders, and at 10.01, the Exchange 
has an order ``B'' to buy 10 shares ranked Priority 2--Display Orders, 
an order ``C'' to buy 10 shares ranked Priority 2--Display Orders, and 
an order ``D'' to buy 10 shares ranked Priority 2--Display Orders, and 
the parity pointer is on order ``C,'' if the Away Market PBO becomes 
10.00, which crosses the display price of ``A,'' ``B,'' ``C,'' and 
``D,'' those orders would trade at 10.00. If the Exchange were to 
receive a Market Order to sell 70 shares, it would trade at 10.00 and 
be allocated 50 shares to ``A,'' 10 shares to ``C,'' and 10 shares to 
``D.'' ``B'' would not receive an allocation based on its position on 
the allocation wheel.
    The Exchange proposes that Rule 61 (Recognized Quotations) would 
not be applicable to trading UTP Securities on the Pillar trading 
platform.
Proposed Rule 7.46
    Section 5 of Rule 7P would establish requirements relating to the 
Plan to Implement a Tick Size Pilot Program. Proposed Rule 7.46 (Tick 
Size Pilot Plan) would specify such requirements. The proposed rule is 
based on NYSE American Rule 7.46E with the following substantive 
differences for proposed Rule 7.46(f). First, because the Exchange 
would not offer Market Pegged Orders, the Exchange proposes that 
paragraph (f)(3) of the Rule would be designated as ``Reserved.'' 
Second, the Exchange proposes to set forth the priority of resting 
orders both for ranking and for allocation. For Pilot Securities in 
Test Group Three, proposed Rule 7.46(f)(5)(A) would govern ranking 
instead of proposed Rule 7.36(e), described above, as follows:
     Priority 2--Display Orders. Non-marketable Limit Orders 
with a displayed working price would have first priority.
     Protected Quotations of Away Markets. Protected quotations 
of Away Markets would have second priority.
     Priority 1--Market Orders. Unexecuted Market Orders would 
have third priority.
     Priority 3--Non-Display Orders. Non-marketable Limit 
Orders for which the working price is not displayed, including reserve 
interest of Reserve Orders, would have fourth priority.
    For Pilot Securities in Test Group Three, proposed Rule 
7.46(f)(5)(B) would set forth how an Aggressing Order would be 
allocated against contra-side orders, instead of proposed Rule 
7.37(b)(1), described above, as follows:
     First, an order with Setter Priority that has a display 
price and working price equal to the BBO would receive 15% of the 
remaining quantity of the Aggressing Order, rounded up to the next 
round lot size or the remaining displayed quantity of the order with 
Setter Priority, whichever is lower. An order with Setter Priority 
would be eligible for Setter Priority allocation if the BBO is no 
longer the same as the NBBO.
     Next, orders ranked Priority 2--Displayed Orders would be 
allocated on parity by Participant. The remaining quantity of the order 
with Setting Priority would be eligible to participate in this parity 
allocation, consistent with the allocation wheel position of the 
Participant that entered the order with Setter Priority.
     Next, subject to proposed Rule 7.46(f)(5)(F) (describing 
orders with instructions not to route), the Exchange would route the 
Aggressing Order to protected quotations of Away Markets.
     Next, orders ranked Priority 1--Market Orders would trade 
based on time.
     Next, orders ranked Priority 3--Non-Display Orders, other 
than MPL Orders with an MTS, would be allocated on parity by 
Participant.
     Next, MPL Orders with an MTS would be allocated based on 
MTS size (smallest to largest) and time.
    Third, the Exchange would not include rule text based on NYSE 
American Rule 7.46E(f)(G), relating to Limit IOC Cross Orders, which 
would not be offered on the Exchange. Finally, proposed Rules 
7.46(f)(5)(F)(i)(a) and (b) are based on NYSE Arca Equities Rules 
7.46(f)(5)(F)(i)(a) and (b) and not the NYSE American version of the 
rule because NYSE American does not offer Day ISO orders.
    The Exchange proposes that Rule 67 (Tick Size Pilot Plan) would not 
be applicable to trading UTP Securities on the Pillar trading platform.
Amendments to Rule 103B and 107B
    As described above, the Exchange would not assign UTP Securities to 
DMMs. Accordingly, the Exchange proposes to amend Rule 103B(I) 
(Security Allocation and Reallocation) to specify that UTP Securities 
would not be allocated to a DMM unit.
    In addition, because UTP Securities would be eligible to be 
assigned to Supplemental Liquidity Providers, the Exchange proposes to 
amend Rule 107B (Supplemental Liquidity Providers) to replace the term 
``NYSE-listed securities'' with the term ``NYSE-traded securities,'' 
which would include UTP Securities.
Current Rules That Would Not Be Applicable to Trading UTP Securities on 
Pillar
    As described in more detail above, in connection with the proposed 
rules to support trading of UTP Securities on the Pillar trading 
platform, the Exchange has identified current Exchange rules that would 
not be applicable because

[[Page 37270]]

they would be superseded by a proposed rule. The Exchange has 
identified additional current rules that would not be applicable to 
trading on Pillar. These rules do not have a counterpart in the 
proposed Pillar rules, described above, but would be obsolete when 
trading UTP Securities on Pillar.
    The main category of rules that would not be applicable to trading 
on the Pillar trading platform are those rules that are specific to 
auctions and Floor-based point-of-sale trading, including requirements 
relating to DMMs and Floor brokers. For this reason, the Exchange 
proposes that the following Floor-specific rules would not be 
applicable to trading on the Pillar trading platform:
     Rule 15 (Pre-Opening Indication and Opening Order 
Imbalance Information).
     Rule 74 (Publicity of Bids and Offers).
     Rule 75 (Disputes as to Bids and Offers).
     Rule 76 (`Crossing' Orders).
     Rule 77 (Prohibited Dealings and Activities).
     Rule 79A (Miscellaneous Requirements on Stock Market 
Procedures).
     Rule 108 (Limitation on Members' Bids and Offers).
     Rule 111 (Reports of Executions).
     Rule 115A (Orders at Opening).
     Rule 116 (`Stop' Constitutes Guarantee).
     Rule 123A (Miscellaneous Requirements).
     Rule 123B (Exchange Automated Order Routing System).
     Rule 123C (The Closing Procedures).
     Rule 123D (Openings and Halts in Trading).
     Rule 127 (Block Crosses Outside the Prevailing NYSE 
Quotation).
    In addition, as noted above, the Exchange would not offer a Retail 
Liquidity Program when it trades on the Pillar trading platform. 
Proposed rules that are based on NYSE Arca Equities rules that include 
a cross reference to NYSE Arca Equities Rule 7.44 would not include 
that rule reference. The Exchange also proposes that Rule 107C would 
not be applicable to trading UTP Securities on the Pillar trading 
platform.
* * * * *
    As discussed above, because of the technology changes associated 
with the migration to the Pillar trading platform, the Exchange will 
announce by Trader Update when the Pillar rules for trading UTP 
Securities will become operative.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Securities Exchange Act of 1934 (the ``Act''),\32\ in general, and 
furthers the objectives of Section 6(b)(5),\33\ in particular, because 
it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, to remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system and, 
in general, to protect investors and the public interest. The Exchange 
believes that the proposed rules to support Pillar on the Exchange 
would remove impediments to and perfect the mechanism of a free and 
open market because they provide for rules to support the Exchange's 
introduction of trading UTP Securities on the Pillar trading platform.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78f(b).
    \33\ 15 U.S.C. 78f(b)(5).
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    Generally, the Exchange believes that the proposed rules would 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system because they would support the 
Exchange's introduction of trading UTP Securities in a manner that 
would use Pillar terminology to describe how the Exchange's current 
Floor-based parity allocation model with Setter Priority would operate, 
with specified substantive differences from current rules, and 
introduce Pillar rules for the Exchange that are based on the rules of 
its affiliated markets, NYSE Arca Equities and NYSE American.
    With respect to how UTP Securities would be ranked, displayed, 
executed, and routed on Pillar, the Exchange believes that proposed 
Rules 7.36(a)-(g) and proposed Rules 7.37(a) and (c)-(g) would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system because these rules would use Pillar 
terminology that is based on the approved rules of NYSE Arca Equities 
and NYSE American. The Exchange believes that proposed Rule 7.36(h), 
which would establish Setter Priority, would remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because the proposed rule is based on current Rule 72(a), with 
substantive differences designed to encourage the display of 
aggressively-priced orders by requiring that an order not only 
establish the BBO, but also establish or join the NBBO to be eligible 
for Setter Priority. The Exchange similarly believes that proposed Rule 
7.37(b), which would use Pillar terminology to describe how an 
Aggressing Order would be allocated, would remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because it is based on current Rule 72(b) and (c). The Exchange 
believes that the proposed substantive difference to maintain separate 
allocation wheels for displayed and non-displayed orders at each price 
would promote just and equitable principles of trade because it would 
allow for Exchange member organizations to establish their position on 
an allocation wheel at each price point, rather than rely on their 
position on a single allocation wheel that would be applicable to 
trades at multiple price points.
    The Exchange believes that proposed Rules 7.10, 7.11, 7.16, 7.18, 
7.31, 7.34, 7.38, and 7.46 would remove impediments to and perfect the 
mechanism of a free and open market and a national market system 
because they are based on the rules of NYSE Arca Equities and NYSE 
American. The proposed substantive differences to the Exchange's rules 
would be because the Exchange would not be offering the full suite of 
orders and modifiers available on NYSE Arca Equities and NYSE American. 
In addition, the Exchange proposes substantive differences to these 
rules consistent with the Exchange's proposed parity allocation model. 
The Exchange believes that the proposed substantive differences for 
these rules would remove impediments to and perfect the mechanism of a 
free and open market and a national market system because they would 
provide transparency of which orders, modifiers and instructions would 
be available on the Exchange when it begins trading UTP Securities on 
the Pillar trading platform, and how the Pillar rules would function 
with a parity allocation model.
    The Exchange believes that the proposed substantive differences to 
Rule 7.34 to offer Early and Core Trading Sessions, but not a Late 
Trading Session, would remove impediments to and perfect the mechanism 
of a free and open market and a national market system because it is 
consistent with the Exchange's current hours, described in Rule 51, 
that the Exchange is not open for business after 4:00 p.m. Eastern 
Time. The Exchange further believes that adding a trading session 
before 9:30 a.m. Eastern Time would provide additional time for 
Exchange member organizations to trade UTP Securities on the Exchange 
consistent with the trading hours of other exchanges,

[[Page 37271]]

including NYSE American, which also will begin trading at 7:00 a.m. 
Eastern Time.
    The Exchange believes that the proposed amendments to Rules 103B 
and 107B would remove impediments to and perfect the mechanism of a 
free and open market and a national market system because they would 
provide transparency that the Exchange would not be assigning UTP 
Securities to DMMs and that member organizations would be eligible to 
register as a Supplemental Liquidity Providers in UTP Securities. The 
Exchange further believes that not assigning DMMs to UTP Securities is 
consistent with just and equitable principles of trade because the 
Exchange would not be conducting auctions in UTP Securities and 
therefore the Exchange would not need DMMs assigned to such securities 
to facilitate auctions. Not having DMMs registered in UTP Securities is 
also consistent with how NYSE Arca Equities and NYSE American function 
on Pillar, in that neither lead market makers (on NYSE Arca Equities) 
nor electronic designated market makers (on NYSE American) are assigned 
securities not listed on those exchanges. The Exchange further believes 
that it would remove impediments to and perfect the mechanism of a free 
and open market and a national market system for member organizations 
to be eligible to register as Supplemental Liquidity Providers in UTP 
Securities as this would provide an incentive for displayed liquidity 
in UTP Securities.
    The Exchange further believes that it would remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system to specify which current rules would not be applicable to 
trading UTP Securities on the Pillar trading platform. The Exchange 
believes that the following legend, which would be added to existing 
rules, ``This Rule is not applicable to trading UTP Securities on the 
Pillar trading platform,'' would promote transparency regarding which 
rules would govern trading UTP Securities on the Exchange on Pillar. 
The Exchange has proposed to add this legend to rules that would be 
superseded by proposed rules or rules that would not be applicable 
because they relate to auctions or Floor-based point-of-sale trading.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed change is 
designed to propose rules to support trading of UTP Securities on the 
Exchange's new Pillar trading platform. The Exchange operates in a 
highly competitive environment in which its unaffiliated exchange 
competitors operate multiple affiliated exchanges that operate under 
common rules. By adding the trading of UTP Securities on the Exchange, 
the Exchange believes that it will be able to compete on a more level 
playing field with its exchange competitors that similarly trade all 
NMS Stocks. In addition, by basing certain rules on those of NYSE Arca 
Equities and NYSE American, the Exchange will provide its members with 
consistency across affiliated exchanges, thereby enabling the Exchange 
to compete with unaffiliated exchange competitors that similarly 
operate multiple exchanges on the same trading platforms.

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-NYSE-2017-36 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-2017-36. 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-2017-36 and should be 
submitted on or before August 30, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-16742 Filed 8-8-17; 8:45 am]
 BILLING CODE 8011-01-P


