[Federal Register Volume 83, Number 56 (Thursday, March 22, 2018)]
[Notices]
[Pages 12627-12630]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-05794]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82891; File No. SR-BOX-2017-36]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing of Amendment No. 1 and Order Granting Accelerated Approval of 
a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Rule 
7600(i) To Allow Split-Price Transactions on the BOX Trading Floor

March 16, 2018.

I. Introduction

    On November 30, 2017, BOX Options Exchange LLC (the ``Exchange'' or 
``BOX'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt proposed Rule 7600(i) to allow split-
price transactions on the BOX Trading Floor. The proposed rule change 
was published for comment in the Federal Register on December 19, 
2017.\3\ On January 31, 2018, the Commission extended the time period 
within which to approve the proposed rule change, disapprove the 
proposed rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change to March 19, 2018.\4\ The Exchange 
filed Amendment No. 1 to the proposal on March 7, 2018.\5\ The 
Commission is publishing this notice to solicit comment on Amendment 
No. 1 to the proposed rule change from interested persons and is 
approving the proposed rule change, as modified by Amendment No. 1, on 
an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 82315 (December 13, 
2017), 82 FR 60256 (``Notice'').
    \4\ See Securities Exchange Act Release No. 82607 (January 31, 
2018), 83 FR 5286 (February 6, 2018).
    \5\ In Amendment No. 1 the Exchange: (1) Further described how 
split-price priority transactions would execute if there is Public 
Customer interest on the BOX Book; (2) provided additional 
justification for the proposal being consistent with the Act; (3) 
provided additional examples of how split-price priority 
transactions will be handled and reported by the Exchange; and (4) 
proposed additional rule text to describe how the system will 
determine the allocation of a split-price QOO Order in situations 
where the allocation between two increments results in a fractional 
amount of contracts and provided justification for this change. 
Amendment No. 1 is available at: https://www.sec.gov/comments/sr-box-2017-36/box201736-3206059-161998.pdf.
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 1 [bds6]
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    \6\ For a more detailed description of the proposed rule change, 
see Notice, supra note 3; Amendment No. 1, supra note 5.
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    BOX proposes to adopt Rule 7600(i), which would establish priority 
principles for split-price transactions occurring in open-outcry on the 
Trading Floor.\7\ Under the proposed rule, if an order or offer (bid) 
for any number of contracts of a series is represented to the trading 
crowd, a Floor Participant \8\ that buys (sells) one or more contracts 
of that order or offer (bid) at one price would have priority over all 
other orders and quotes, except Public Customer Orders \9\ resting in 
the BOX Book,\10\ to buy (sell) up to the same number of contracts of 
those remaining from the same order or offer (bid) at the next lower 
(higher) price.\11\ For orders or offers (bids) of 100 or more 
contracts,\12\ a Floor Participant that buys (sells) 50 or more of the 
contracts of that order or offer (bid) at a particular price will have 
priority over all other orders and quotes to buy (sell) up to the same 
number of contracts of those remaining from the same order or offer 
(bid) at the next lower (higher) price.\13\ If the bids or offers of 
two or more Floor Participants are both entitled to split-price 
priority, priority would be afforded (to the extent practicable) on a 
pro-rata basis.\14\
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    \7\ See Rule 100(a)(67) (defining Trading Floor).
    \8\ The term ``Floor Participant'' includes Floor Brokers as 
defined in Rule 7540 and Floor Market Makers as defined in Rule 
8510(b). See Rule 100(a)(26).
    \9\ The term ``Public Customer Order'' means an order for the 
account of a Public Customer, which is defined in the BOX Rules as a 
person that is not a broker or dealer in securities. See Rules 
100(a)(52) and (53).
    \10\ The term ``Central Order Book'' or ``BOX Book'' means the 
electronic book of orders on each single option series maintained by 
the BOX Trading Host. See Rule 100(a)(10).
    \11\ See proposed Rule 7600(i)(1).
    \12\ Under the proposed rule, the Exchange would be permitted to 
increase the minimum qualifying size of 100 contracts. Any such 
changes would be announced to Participants via Regulatory Circular. 
See proposed Rule 7600(i)(2).
    \13\ See proposed Rule 7600(i)(2). See also Notice supra, note 
3, at 60257 (providing an example of a split-price transaction for 
100 contracts).
    \14\ See proposed Rule 7600(i)(3).
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    According to the Exchange, in order to execute a split-price 
transaction, a Floor Broker would submit a Qualified Open Outcry 
(``QOO'') Order to the system in the same manner as done today on the 
Trading Floor, except that the QOO Order would be entered at a sub-
minimum trading increment.\15\

[[Page 12628]]

After receiving the QOO Order, the system would split the QOO Order 
into two transactions. The transactions would be separated by one tick 
that, when combined, would yield a net price equal to the original 
price entered by the Floor Broker.\16\ If this calculation results in a 
fractional contract amount, the number of contracts allocated will be 
rounded to the advantage of the initiating side.\17\
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    \15\ For example, a Floor Broker would be permitted to enter a 
QOO Order at a price of $1.03 when the minimum trading increment for 
the series is $0.05. See Notice, supra, note 3, at 60256, n.5. Split 
price QOO Orders can be submitted with up to three decimal places 
(e.g., $1.025). See Amendment No. 1, supra note 5, at 6 n.6.
    \16\ For example, if a Floor Broker submitted a split price QOO 
Order with a price of $1.025 for 100 contracts in a series with a 
minimum trading increment of $0.05, the system would split the QOO 
Order into two transactions; a transaction for the purchase of 50 
contracts at $1.00 and a transaction for the purchase of 50 
contracts at $1.05. See Notice supra, note 3, at 60256.
    \17\ See proposed Rule IM-7600-7; Amendment No. 1, supra note 5, 
at 6. For example, if a Floor Broker submitted a split price QOO 
Order with a price of $1.025 for 301 contracts in a series with a 
minimum trading increment of $0.05, 150.5 contracts would need to be 
executed at $1.00 and 150.5 contracts would need to be executed at 
$1.05 to achieve a net price of $1.025. If the initiating side of 
such an order were a sell order, the system would instead split the 
order into 151 contracts at $1.05 and 150 at $1.00, resulting in a 
net execution price of $1.0251, which is a better price for the 
initiating sell order. See Amendment No. 1, supra note 5, at 6.
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    The Exchange represents that the process by which a Floor Broker 
brings an order to the Trading Floor would be the same for a split-
price QOO Order as it is for all other QOO Orders.\18\ Specifically, a 
Floor Broker would be permitted to bring a single-sided order (i.e., 
the initiating side of a QOO Order) to the Trading Floor in order to 
seek liquidity (i.e., the contra-side of a QOO Order). In such case, 
the Floor Broker would announce the single-sided order to the trading 
crowd in an attempt to find contra-side liquidity. If Floor 
Participants respond with sufficient liquidity to satisfy the single-
sided order, the Floor Broker would be able to submit a two-sided QOO 
Order to the system as required by Rule 7600.\19\ If, however, a Floor 
Participant responds by providing liquidity at two separate prices, 
then the Floor Broker would submit the QOO Order at a sub-minimum 
trading increment which would result in a split-price transaction.\20\ 
For example, according to the Exchange, a Floor Market Maker might be 
willing to buy half of the contracts at one price provided that the 
Floor Market Maker could then buy the other half at one tick lower.\21\
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    \18\ The Exchange notes that the Floor Broker would be permitted 
to utilize the book sweep size, as provided in Rule 7600(h), when 
entering a split-price QOO Order. See Notice, supra note 3, at 60257 
and 60258 (providing an example of a split-price QOO Order and book 
sweep size). According to the Exchange, this may result in the 
contra-side of a split price order receiving a net price that is 
worse than the price at which the QOO Order was originally entered. 
See Amendment No. 1, supra note 5, at 5 (providing an example of the 
execution of a split-price transaction that executes in part against 
a Public Customer Order on the BOX Book). A split-price QOO Order 
will be rejected if the initiating side of the transaction would 
trade through a resting Public Customer Order because the initiating 
side of a QOO Order must be filled in its entirety pursuant to Rule 
7600(a)(1). See Amendment No. 1, supra note 5, at 5 n.4.
    \19\ See Rule 7600(a).
    \20\ The Exchange notes that nothing would prevent a Floor 
Participant from responding for the full amount of the order at a 
better price for the Floor Broker's customer. For example, if a 
Floor Broker announced an order for a customer looking to buy at 
$0.30 and $0.35, a Floor Participant could respond to sell the full 
quantity at $0.30 instead of selling part at $0.30 and part at 
$0.35. See Notice, supra note 3, at 60256 n.7.
    \21\ See Notice, supra note 3, at 60256.
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    Alternatively, the Floor Broker may have both sides of the QOO 
Order (i.e., the initiating side and the contra-side) when the order is 
brought to the Trading Floor and the Floor Broker may wish to execute 
the order at two separate prices in an attempt to have a net execution 
price with a sub-minimum trading increment. In such a situation, under 
the proposed rule, the Floor Broker would announce the QOO Order to the 
trading crowd and state that they are attempting to execute the QOO 
Order as a split-price transaction. Floor Participants then would have 
an opportunity to respond.\22\
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    \22\ See id. (providing an example of the execution of a single-
sided order as a split-price transaction).
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    The use of the proposed split-price priority rule would be subject 
to certain conditions. First, split-price priority would be available 
only for open outcry transactions (i.e., QOO Orders) and would not 
apply to Complex Orders.\23\ Second, a Floor Participant would be 
required to make its bid (offer) at the next lower (higher) price for 
the second (or later) transaction at the same time as the first bid 
(offer) or promptly following the announcement of the first (or 
earlier) transaction.\24\ Third, the second (or later) purchase (sale) 
must represent the opposite side of a transaction with the same order 
or offer (bid) as the first (or earlier) purchase (sale).\25\
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    \23\ See proposed Rule 7600(4)(i).
    \24\ See proposed Rule 7600(4)(ii).
    \25\ See proposed Rule 7600(4)(iii).
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    Finally, the Exchange proposes an exception to the availability of 
split-price priority. Specifically, if the width of the quote for a 
series is the minimum increment for that series (e.g., $1.00-$1.05 for 
a series with a minimum increment of $0.05, or $1.00-$1.01 for a series 
with a minimum increment of $0.01), and both the bid and offer 
represent Public Customer Orders resting in the BOX Book, split-price 
priority pursuant to proposed Rule 7600(i) would not available to Floor 
Participants until the Public Customer Order(s) resting in the BOX Book 
on either side of the market trades.\26\ The Exchange represents that 
this exception is consistent with the Exchange's allocation and 
priority rules, which provide for Public Customer Orders to have 
priority at the best price in open outcry over QOO Orders.\27\
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    \26\ See proposed Rule 7600(5).
    \27\ See Notice, supra note 3, at 60257 (providing examples of 
the application of the exception). See also Rules 7600(c) and (d).
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    To address potential concerns regarding Section 11(a) of the 
Act,\28\ the Exchange is proposing to adopt Rule IM-7600-6.\29\ 
Proposed Rule IM-7600-6 would make clear that Floor Brokers may avail 
themselves of the split-price priority rule, but must ensure compliance 
with Section 11(a). Specifically, proposed Rule IM-7600-6 would require 
a Floor Broker who bids (offers) on behalf of a non-Market-Maker BOX 
Participant broker-dealer (``BOX Participant BD'') to ensure that the 
BOX Participant BD qualifies for an exemption from Section 11(a)(1) of 
the Exchange Act or the transaction satisfies the requirements of 
Exchange Act Rule 11a2-2(T).\30\ According to the Exchange, pursuant to 
existing Rule IM-7600-5, a Participant may not utilize the Trading 
Floor to effect any transaction for its own account, the account of an 
associated person, or an account with respect to which it or an 
associated person thereof exercises investment discretion by relying on 
an exemption under Section 11(a)(1)(G) of the Exchange Act (the ``G 
Exemption'').\31\ Therefore, according to the Exchange, a Floor Broker 
bidding or offering on behalf of a BOX Participant must rely on 
exemptions from Section 11(a) other than the G Exemption.\32\ Otherwise 
a Floor Broker would not be permitted to execute a split-price 
transaction on the Trading Floor. The Exchange notes that the proposed 
rule change would not limit in any way the obligation of a BOX 
Participant, while acting as a Floor

[[Page 12629]]

Broker or otherwise, to comply with Section 11(a) or the rules 
thereunder.\33\
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    \28\ 15 U.S.C. 78k(a)
    \29\ See Notice, supra note 3, at 60258. See also proposed Rule 
IM-7600-6.
    \30\ See proposed Rule IM-7600-6.
    \31\ See Notice, supra note 3, at 60258. See also Securities 
Exchange Act Release No. 80720 (May 18, 2017), 82 FR 23657 (May 23, 
2017) (Notice of Amendment 2 to SR-BOX-2016-48) at 23674 and 23681. 
See also Securities Exchange Act Release No. 81292 (August 2, 2017), 
82 FR 37144 (August 8, 2017) (Order Approving SR-BOX-2016-48).
    \32\ See Notice, supra note 3, at 60258.
    \33\ See Notice, supra note 3, at 60258.
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    The Exchange has represented that it will provide at least two 
weeks' notice to Participants via Circular prior to the launch of 
proposed Rule 7600(i).\34\
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    \34\ The Exchange stated that it anticipates launching its 
split-price priority rule in the first quarter of 2018. See Notice, 
supra note 3, at 60258.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1, is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\35\ In particular, the 
Commission finds that the proposed rule change, as modified by 
Amendment No. 1, is consistent with Section 6(b)(5) of the Act,\36\ 
which requires, among other things, that the Exchange's rules be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest.
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    \35\ In approving this proposed rule change, as modified by 
Amendment No. 1, the Commission notes that it has considered the 
proposed rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \36\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would encourage 
Floor Participants to quote more aggressively, which in turn could lead 
to better-priced executions. In addition, the Exchange states that it 
believes that the proposal will induce Floor Participants to bid 
(offer) at better prices for an order or offer that may require 
execution at multiple prices (such as a large-size order), which would 
result in a better average price for the originating Floor Participant 
(or its customer).\37\
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    \37\ See Notice, supra note 3, at 60258.
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    The Commission notes that the proposed change is substantively 
identical to the rules of another options exchange \38\ and therefore, 
the Commission does not believe that the adoption of proposed Rule 
7600(i) raises any new regulatory issues. The Commission believes that 
the proposed rule change may encourage more aggressive quoting by Floor 
Participants in competition for large-sized orders, which, in turn, 
could lead to better-priced executions.\39\ The Commission notes that 
the proposed rule change includes language that clarifies that Floor 
Brokers who avail themselves of the split-price priority rule are 
obligated to ensure compliance with Section 11(a) of the Act.
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    \38\ See Cboe Exchange Inc. Rule 6.47. See also Nasdaq Phlx LLC 
Rule 1014(g)(i)(B), NYSE Arca Inc. Rule 6.75-O(h) and NYSE American 
LLC Rule 963NY(f).
    \39\ See Securities Exchange Act Release No. 77823 (May 12, 
2016), 81 FR 31279 (May 18, 2016) (SR-CBOE-2016-034) (approving 
modifications to Cboe Option's split-price priority rule and 
adopting an exception when the width of a series quote is at the 
minimum increment width which is identical to BOX's proposed 
exception).
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    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment No. 1, is consistent with Section 
6(b)(5) of the Act \40\ and the rules and regulations thereunder 
applicable to a national securities exchange.
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    \40\ 15 U.S.C. 78f(b)(5).
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IV. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether Amendment No. 1 
to 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 [email protected]. Please include 
File Number SR-BOX-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-BOX-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 website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-BOX-2017-36 and should be submitted on 
or before [date 21 days from publication in the Federal Register].

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of publication of the notice of Amendment No. 1 in the 
Federal Register. As discussed above, Amendment No. 1 clarifies how the 
proposed split-price priority rules would operate in conjunction with 
BOX's book sweep size mechanism, and its potential impact to the net 
execution price of the contra-side of a split-price QOO Order. In 
addition, Amendment No. 1 proposes additional rule text to describe how 
the system will determine split-price priority in situations where the 
allocation between two increments results in a fractional number of 
contracts.
    The Commission believes that Amendment No. 1 provides additional 
specificity regarding the operation of BOX's new priority principles 
for split-priced transactions in open-outcry on the Trading Floor. The 
Commission notes that the proposed new rule text and additional 
description and analysis set forth in Amendment 1 do not raise any 
novel regulatory issues and are designed to add clarity to the 
proposal.
    Accordingly, the Commission finds good cause, pursuant to Section 
19(b)(2) of the Exchange Act,\41\ to approve the proposed rule change, 
as modified by Amendment No. 1, on an accelerated basis.
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    \41\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\42\ that the

[[Page 12630]]

proposed rule change (SR-BOX-2017-36), as modified by Amendment No. 1, 
be, and hereby is, approved on an accelerated basis.
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    \42\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\43\
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    \43\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-05794 Filed 3-21-18; 8:45 am]
BILLING CODE 8011-01-P


