[Federal Register Volume 82, Number 220 (Thursday, November 16, 2017)]
[Notices]
[Pages 53549-53551]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-24781]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82049; File Nos. SR-BatsBYX-2017-11; SR-BatsBZX-2017-
38; SR-BatsEDGA-2017-13; SR-BatsEDGX-2017-22; SR-BOX-2017-16; SR-BX-
2017-023; SR-C2-2017-017; SR-CBOE-2017-040; SR-CHX-2017-08; SR-FINRA-
2017-011; SR-GEMX-2017-17; SR-IEX-2017-16; SR-ISE-2017-45; SR-MIAX-
2017-18; SR-MRX-2017-04; SR-NASDAQ-2017-046; SR-NYSE-2017-22; SR-
NYSEArca-2017-52; SR-NYSEMKT-2017-26; SR-PEARL-2017-20; SR-PHLX-2017-
37]


Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Bats BZX 
Exchange, Inc.; Bats EDGA Exchange, Inc.; Bats EDGX Exchange, Inc.; BOX 
Options Exchange LLC; C2 Options Exchange, Incorporated; Chicago Board 
Options Exchange, Incorporated; Chicago Stock Exchange, Inc.; Financial 
Industry Regulatory Authority, Inc.; Investors Exchange LLC; Miami 
International Securities Exchange, LLC; MIAX PEARL LLC; Nasdaq BX, 
Inc.; Nasdaq GEMX, LLC; Nasdaq ISE, LLC; Nasdaq MRX, LLC; Nasdaq PHLX 
LLC; The Nasdaq Stock Market LLC; New York Stock Exchange LLC; NYSE 
Arca, Inc. and NYSE MKT LLC; Notice of Designation of Longer Period for 
Commission Action on Proceedings To Determine Whether To Approve or 
Disapprove Proposed Rule Changes To Establish Fees for Industry Members 
To Fund the Consolidated Audit Trail

November 9, 2017.

    On May 1, 2017,\1\ May 2, 2017,\2\ May 3, 2017,\3\ May 8, 2017,\4\ 
May 9, 2017,\5\ May 10, 2017,\6\ May 12, 2017,\7\ May 15, 2017,\8\ May 
16, 2017,\9\ and May 23, 2017,\10\ Bats BYX Exchange, Inc. (``Bats 
BYX'') (n/k/a Cboe BYX Exchange, Inc.),\11\ Bats BZX Exchange, Inc. 
(``Bats BZX'') (n/k/a Cboe BZX Exchange, Inc.),\12\ Bats EDGA Exchange, 
Inc. (``Bats EDGA'') (n/k/a Cboe EDGA Exchange, Inc.),\13\ Bats EDGX 
Exchange, Inc. (``Bats EDGX'') (n/k/a Cboe EDGX Exchange, Inc.),\14\ 
BOX Options Exchange LLC (``BOX''), C2 Options Exchange, Incorporated 
(``C2'') (n/k/a Cboe C2 Options Exchange, Inc.),\15\ Chicago Board 
Options Exchange, Incorporated (``CBOE'') (n/k/a Cboe Exchange, 
Inc.),\16\ Chicago Stock Exchange, Inc. (``CHX''), Financial Industry 
Regulatory Authority, Inc. (``FINRA''), Investors Exchange LLC 
(``IEX''), Nasdaq ISE, LLC (``ISE''), Miami International Securities 
Exchange, LLC (``MIAX''), MIAX PEARL, LLC (``PEARL''), Nasdaq BX, Inc. 
(``BX''), Nasdaq GEMX, LLC (``GEMX''), Nasdaq MRX, LLC (``MRX''), 
Nasdaq PHLX LLC (``Phlx''), The Nasdaq Stock Market LLC (``Nasdaq''), 
New York Stock Exchange LLC (``NYSE''), NYSE Arca, Inc. (``NYSE Arca'') 
and NYSE MKT LLC (``NYSE

[[Page 53550]]

MKT'') (n/k/a NYSE American LLC) \17\ (collectively, the 
``Participants'') filed with the Securities and Exchange Commission 
(the ``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \18\ and Rule 19b-4 thereunder,\19\ 
proposed rule changes to adopt fees to be charged to Industry Members 
to fund the consolidated audit trail (``CAT'').\20\ The proposed rule 
changes were immediately effective upon filing with the Commission 
pursuant to Section 19(b)(3)(A) of the Act.\21\ The proposed rule 
changes submitted by MIAX and PEARL were published for comment in the 
Federal Register on May 19, 2017.\22\ The proposed rule changes 
submitted by BX, CHX, IEX, Nasdaq, NYSE, NYSE Arca and NYSE MKT were 
published for comment in the Federal Register on May 22, 2017.\23\ The 
proposed rule change submitted by FINRA was published for comment in 
the Federal Register on May 23, 2017.\24\ The proposed rule changes 
submitted by BOX, GEMX, ISE, MRX and Phlx were published for comment in 
the Federal Register on May 24, 2017.\25\ The proposed rule changes 
submitted by C2, CBOE and Bats EDGA were published for comment in the 
Federal Register on June 1, 2017.\26\ The proposed rule change 
submitted by Bats BYX was published for comment in the Federal Register 
on June 5, 2017.\27\ The proposed rule changes submitted by Bats BZX 
and Bats EDGX were published for comment in the Federal Register on 
June 6, 2017.\28\ The Commission received seven comment letters on the 
proposed rule change,\29\ and a response to comments from the 
Participants.\30\ On June 30, 2017, the Commission temporarily 
suspended and initiated proceedings to determine whether to approve or 
disapprove the proposed rule changes.\31\ The Commission thereafter 
received seven comment letters,\32\ and a response to comments from the 
Participants.\33\ NYSE, NYSE Arca and NYSE MKT filed Amendment No. 1 to 
their proposed rule changes on October 25, 2017. IEX filed Amendment 
No. 1 to its proposed rule change on October 31, 2017. On November 3, 
2017, Bats BYX, Bats BZX, Bats EDGA, Bats EDGX, CBOE and C2 filed 
Amendment No. 1 to their proposed rule changes. Nasdaq, BX, Phlx, ISE, 
MRX, and GEMX filed Amendment No. 1 to their proposed rule changes on 
November 6, 2017. On November 7, 2017, BOX, MIAX and PEARL filed 
Amendment No. 1 to their proposed rule changes.
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    \1\ Miami International Securities Exchange, LLC and MIAX PEARL 
LLC filed their proposed rule changes on May 1, 2017.
    \2\ The Nasdaq Stock Market LLC and Nasdaq BX, Inc. filed their 
proposed rule changes on May 2, 2017.
    \3\ Chicago Stock Exchange, Inc. filed its proposed rule change 
on May 3, 2017.
    \4\ Financial Industry Regulatory Authority, Inc. filed its 
proposed rule change on May 8, 2017.
    \5\ Investors Exchange LLC originally filed its proposed rule 
change on May 3, 2017 under File No. SR-IEX-2017-13, and 
subsequently withdrew that filing and filed a proposed rule change 
on May 9, 2017.
    \6\ The New York Stock Exchange LLC, NYSE Arca, Inc. and NYSE 
MKT LLC filed their proposed rule changes on May 10, 2017.
    \7\ Nasdaq GEMX LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC and Nasdaq 
PHLX LLC originally filed their proposed rule changes on May 3, 2017 
under File Nos. SR-GEMX-2017-11, SR-ISE-2017-40, SR-MRX-2017-03, and 
SR-PHLX-2017-35, and subsequently withdrew those filings and filed 
proposed rule changes on May 12, 2017.
    \8\ BOX Options Exchange LLC originally filed its proposed rule 
change on May 11, 2017 under File No. SR-BOX-2017-15, and 
subsequently withdrew that filing and filed a proposed rule change 
on May 15, 2017.
    \9\ Bats BYX Exchange, Inc., C2 Options Exchange, Incorporated 
and Chicago Board Options Exchange, Incorporated filed their 
proposed rule changes on May 16, 2017. Bats EDGA Exchange, Inc. 
originally filed its proposed rule change on May 5, 2017 under File 
No. SR-BatsEDGA-2017-11, and subsequently withdrew that filing on 
May 11, 2017 and filed a proposed rule change on May 16, 2017.
    \10\ Bats BZX Exchange, Inc. filed its proposed rule changes on 
May 23, 2017. Bats EDGX Exchange, Inc. originally filed its proposed 
rule change on May 5, 2017 under File No. SR-BatsEDGX-2017-20, and 
subsequently withdrew that filing on May 10, 2017 and filed a 
proposed rule change on May 23, 2017.
    \11\ See Securities Exchange Act Release No. 81952 (October 26, 
2017), 82 FR 50725 (November 1, 2017). The name change was not yet 
effective when Bats BYX filed SR-BatsBYX-2017-11.
    \12\ See Securities Exchange Act Release No. 81962 (October 26, 
2017), 82 FR 50711 (November 1, 2017). The name change was not yet 
effective when Bats BZX filed SR-BatsBZX-2017-38.
    \13\ See Securities Exchange Act Release No. 81957 (October 26, 
2017), 82 FR 50716 (November 1, 2017). The name change was not yet 
effective when Bats EDGA filed SR-BatsEDGA-2017-13.
    \14\ See Securities Exchange Act Release No. 81963 (October 26, 
2017), 82 FR 50697 (November 1, 2017). The name change was not yet 
effective when Bats EDGX filed SR-BatsEDGX-2017-22.
    \15\ See Securities Exchange Act Release No. 81979 (October 30, 
2017), 82 FR 51317 (November 3, 2017). The name change was not yet 
effective when C2 filed SR-C2-2017-017.
    \16\ See Securities Exchange Act Release No. 81981 (October 30, 
2017), 82 FR 51309 (November 3, 2017). The name change was not yet 
effective when CBOE filed SR-CBOE-2017-040.
    \17\ See Securities Exchange Act Release No. 80283 (March 21, 
2017), 82 FR 15244 (March 27, 2017). The name change was not yet 
effective when NYSE MKT filed SR-NYSEMKT-2017-26.
    \18\ 15 U.S.C. 78s(b)(1).
    \19\ 17 CFR 240.19b-4.
    \20\ See infra notes 22-28. The National Market System Plan 
Governing the Consolidated Audit Trail (``CAT NMS Plan'') was 
published for comment in the Federal Register on May 17, 2016, and 
approved by the Commission, as modified, on November 15, 2016. See 
Securities Exchange Act Release Nos. 77724 (April 27, 2016), 81 FR 
30614 (May 17, 2016) (``CAT NMS Plan Notice''); 79318 (November 15, 
2016), 81 FR 84696 (November 23, 2016) (``CAT NMS Plan Approval 
Order'').
    \21\ 15 U.S.C. 78s(b)(3)(A). A proposed rule change may take 
effect upon filing with the Commission if it is designated by the 
exchange as ``establishing or changing a due, fee, or other charge 
imposed by the self-regulatory organization on any person, whether 
or not the person is a member of the self-regulatory organization.'' 
15 U.S.C. 78s(b)(3)(A)(ii).
    \22\ See Securities Exchange Act Release Nos. 80675 (May 15, 
2017), 82 FR 23100 (May 19, 2017) (SR-MIAX-2017-18); and 80676 (May 
15, 2017), 82 FR 23083 (May 19, 2017) (SR-PEARL-2017-20).
    \23\ See Securities Exchange Act Release Nos. 80697 (May 16, 
2017), 82 FR 23398 (May 22, 2017) (SR-BX-2017-023); 80691 (May 16, 
2017), 82 FR 23344 (May 22, 2017) (SR-CHX-2017-08); 80692 (May 16, 
2017), 82 FR 23325 (May 22, 2017) (SR-IEX-2017-16); 80696 (May 16, 
2017), 82 FR 23439 (May 22, 2017) (SR-NASDAQ-2017-046); 80693 (May 
16, 2017), 82 FR 23363 (May 22, 2017) (SR-NYSE-2017-22); 80698 (May 
16, 2017), 82 FR 23457 (May 22, 2017) (SR-NYSEArca-2017-52); and 
80694 (May 16, 2017), 82 FR 23416 (May 22, 2017) (SR-NYSEMKT-2017-
26).
    \24\ See Securities Exchange Act Release No. 80710 (May 17, 
2017), 82 FR 23639 (May 23, 2017) (SR-FINRA-2017-011).
    \25\ See Securities Exchange Act Release Nos. 80721 (May 18, 
2017), 82 FR 23864 (May 24, 2017) (SR-BOX-2017-16); 80713 (May 18, 
2017), 82 FR 23956 (May 24, 2017) (SR-GEMX-2017-17); 80715 (May 18, 
2017), 82 FR 23895 (May 24, 2017) (SR-ISE-2017-45); 80726 (May 18, 
2017), 82 FR 23915 (May 24, 2017) (SR-MRX-2017-04); and 80725 (May 
18, 2017), 82 FR 23935 (May 24, 2017) (SR-PHLX-2017-37).
    \26\ See Securities Exchange Act Release Nos. 80786 (May 26, 
2017), 82 FR 25474 (June 1, 2017) (SR-C2-2017-017); 80785 (May 26, 
2017), 82 FR 25404 (June 1, 2017) (SR-CBOE-2017-040); and 80784 (May 
26, 2017), 82 FR 25448 (June 1, 2017) (SR-BatsEDGA-2017-13).
    \27\ See Securities Exchange Act Release No. 80809 (May 30, 
2017), 82 FR 25837 (June 5, 2017) (SR-BatsBYX-2017-11).
    \28\ See Securities Exchange Act Release Nos. 80822 (May 31, 
2017), 82 FR 26148 (June 6, 2017) (SR-BatsBZX-2017-38); and 80821 
(May 31, 2017), 82 FR 26177 (June 6, 2017) (SR-BatsEDGX-2017-22).
    \29\ Since the Participants' proposed rule changes to adopt fees 
to be charged to Industry Members to fund the consolidated audit 
trail are substantively identical, the Commission is considering all 
comments received on the proposed rule changes regardless of the 
comment file to which they were submitted. See Letter from Theodore 
R. Lazo, Managing Director and Associate General Counsel, Securities 
Industry and Financial Markets Association, to Brent J. Fields, 
Secretary, Commission (dated June 6, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1788188-153228.pdf; Letter from Patricia L. Cerny and Steven O'Malley, 
Compliance Consultants, to Brent J. Fields, Secretary, Commission 
(dated June 12, 2017), available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1799253-153675.pdf; Letter from Daniel 
Zinn, General Counsel, OTC Markets Group Inc., to Eduardo A. Aleman, 
Assistant Secretary, Commission (dated June 13, 2017), available at: 
https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1801717-153703.pdf; Letter from Joanna Mallers, Secretary, FIA Principal 
Traders Group, to Brent J. Fields, Secretary, Commission (dated June 
22, 2017), available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1819670-154195.pdf; Letter from Stuart J. Kaswell, 
Executive Vice President and Managing Director, General Counsel, 
Managed Funds Association, to Brent J. Fields, Secretary, Commission 
(dated June 23, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1822454-154283.pdf; and Letter from 
Suzanne H. Shatto, Investor, to Commission (dated June 27, 2017), 
available at: https:/www.sec.gov/comments/sr-batsedgx-2017-22/batsedgx201722-154443.pdf. The Commission also received a comment 
letter which is not pertinent to these proposed rule changes. See 
Letter from Christina Crouch, Smart Ltd., to Brent J. Fields, 
Secretary, Commission (dated June 5, 2017), available at: htps://
www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1785545-153152.htm.
    \30\ See Letter from CAT NMS Plan Participants to Brent J. 
Fields, Secretary, Commission (dated June 29, 2017), available at: 
https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-1832632-154584.pdf.
    \31\ See Securities Exchange Act Release No. 81067 (June 30, 
2017), 82 FR 31656 (July 7, 2017).
    \32\ See Letter from W. Hardy Callcott, Partner, Sidley Austin 
LLP, to Brent J. Fields, Secretary, Commission (dated July 27, 
2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148338-157737.pdf; Letter from Kevin Coleman, 
General Counsel and Chief Compliance Officer, Belvedere Trading LLC, 
to Brent J. Fields, Secretary, Commission (dated July 28, 2017), 
available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148360-157740.pdf; Letter from Joanna Mallers, 
Secretary, FIA Principal Traders Group, to Brent J. Fields, 
Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2151228-157745.pdf; Letter from Theodore R. Lazo, Managing Director and 
Associate General Counsel, SIFMA, to Brent J. Fields, Secretary, 
Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150977-157744.pdf; Letter 
from Stuart J. Kaswell, Executive Vice President and Managing 
Director, General Counsel, Managed Funds Association, to Brent J. 
Fields, Secretary, Commission (dated July 28, 2017), available at: 
https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150818-157743.pdf; Letter from John Kinahan, Chief Executive 
Officer, Group One Trading, L.P., to Brent J. Fields, Secretary, 
Commission (dated August 10, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2214568-160619.pdf; Letter from Joseph Molluso, Executive Vice President and 
CFO, Virtu Financial, to Brent J. Fields, Commission (dated August 
18, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2238648-160830.pdf.
    \33\ See Letter from Michael Simon, Chair, CAT NMS Plan 
Operating Committee, to Brent J. Fields, Commission, Secretary 
(dated November 2, 2017), available at https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2674608-161412.pdf.
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    Section 19(b)(2) of the Act \34\ provides that, after instituting 
proceedings, the Commission shall issue an order approving or 
disapproving a proposed rule change not later than 180 days after the 
date of publication of notice of filing

[[Page 53551]]

of the proposed rule change.\35\ The Commission may, however, extend 
the period for issuing an order approving or disapproving the proposed 
rule change by not more than 60 days if the Commission determines that 
a longer period is appropriate and publishes the reasons for such 
determination.\36\ The 180th day for the proposed rule changes 
published in the Federal Register on May 19, 2017,\37\ is November 15, 
2017. The 180th day for the proposed rule changes published in the 
Federal Register on May 22, 2017,\38\ is November 18, 2017. The 180th 
day for the proposed rule change published in the Federal Register on 
May 23, 2017,\39\ is November 19, 2017. The 180th day for the proposed 
rule changes published in the Federal Register on May 24, 2017,\40\ is 
November 20, 2017. The 180th day for the proposed rule changes 
published in the Federal Register on June 1, 2017,\41\ is November 28, 
2017. The 180th day for the proposed rule change published in the 
Federal Register on June 5, 2017,\42\ is December 2, 2017. The 180th 
day for the proposed rule changes published in the Federal Register on 
June 6, 2017,\43\ is December 3, 2017.
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    \34\ 15 U.S.C. 78s(b)(2).
    \35\ 15 U.S.C. 78s(b)(2)(B)(ii)(I).
    \36\ 15 U.S.C. 78s(b)(2)(B)(ii)(II)(aa).
    \37\ See supra note 22.
    \38\ See supra note 23.
    \39\ See supra note 24.
    \40\ See supra note 25.
    \41\ See supra note 26.
    \42\ See supra note 27.
    \43\ See supra note 28.
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    The Commission is extending the 180-day time period for Commission 
action on each of the proposed rule changes. The Commission finds it 
appropriate to designate a longer period within which to issue an order 
approving or disapproving the proposed rule changes so that it has 
sufficient time to consider the proposed rule changes, the issues 
raised in the comment letters that have been submitted in connection 
therewith, the Participants' response to the comments, and the 
amendments to the proposed rule changes.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Act,\44\ designates January 14, 2018 as the date by which the 
Commission shall either approve or disapprove the proposed rule changes 
(File Nos. SR-BatsBYX-2017-11; SR-BatsBZX-2017-38; SR-BatsEDGA-2017-13; 
SR-BatsEDGX-2017-22; SR-BOX-2017-16; SR-BX-2017-023; SR-C2-2017-017; 
SR-CBOE-2017-040; SR-CHX-2017-08; SR-FINRA-2017-011; SR-GEMX-2017-17; 
SR-IEX-2017-16; SR-ISE-2017-45; SR-MIAX-2017-18; SR-MRX-2017-04; SR-
NASDAQ-2017-046; SR-NYSE-2017-22; SR-NYSEArca-2017-52; SR-NYSEMKT-2017-
26; SR-PEARL-2017-20; SR-PHLX-2017-37).
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    \44\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\45\
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    \45\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24781 Filed 11-15-17; 8:45 am]
 BILLING CODE 8011-01-P


