[Federal Register Volume 85, Number 79 (Thursday, April 23, 2020)]
[Notices]
[Pages 22772-22775]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-08589]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88682; File No. SR-NYSEAMER-2020-31]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Amend the NYSE 
American Options Fee Schedule

April 17, 2020.
    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 April 16, 2020, NYSE American LLC (``NYSE American'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the NYSE American Options Fee 
Schedule (``Fee Schedule'') to modify the Strategy Execution Fee Cap to 
allow the inclusion of certain Qualified Contingent Cross transactions 
for the month of April 2020. The Exchange proposes to implement the fee 
change effective April 16 2020.\4\ The proposed change is available on 
the Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.
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    \4\ The Exchange originally filed to amend the Fee Schedule on 
April 1, 2020 (SR-NYSEAMER-2020-27) and withdrew such filing on 
April 9, 2020. The Exchange then filed to amend the Fee Schedule on 
April 9, 2020 (SR-NYSEAMER-2020-30) and withdrew such filing on 
April 16, 2020.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

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

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

1. Purpose
    The purpose of this filing is to amend the Fee Schedule to modify 
the Strategy Execution Fee Cap (``Strategy Cap'') to allow the 
inclusion of certain Qualified Contingent Cross (``QCC'') transactions 
for the month of April 2020, as set forth below. The Exchange proposes 
to implement the rule change on April 16 2020.
    Since March 9, 2020, markets worldwide have been experiencing 
unprecedented market-wide declines and volatility that has resulted 
from the ongoing spread of the novel COVID-19 virus. In addition, 
beginning March 16, 2020, to slow the spread of COVID-19 through 
social-distancing measures, significant limitations have been placed on 
large gatherings throughout the country.\5\ Shortly thereafter, U.S. 
options exchanges that operate physical trading floors, such as Cboe, 
Inc. and NASDAQ PHLX, announced the temporary closure of such floors as 
a precautionary measure to prevent the potential spread of COVID-19. 
The Exchange likewise announced the temporary closure of the Trading 
Floor, effective March 23, 2020, which meant that Exchange Floor 
Brokers could not engage in open outcry trading.
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    \5\ For example, in New York City, which is where the NYSE 
Trading Floor is located, public and private schools, universities, 
churches, restaurants, bars, movie theaters, and other commercial 
establishments where large crowds can gather have been closed.
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    Section I.J. of the Fee Schedule currently provides a Strategy Cap 
that limits to $1,000 the daily fees for certain options strategies 
execution on the same trading day.\6\ Strategy executions that qualify 
for the Strategy Cap are (a) reversals and conversions, (b) box 
spreads, (c) short stock interest spreads, (d) merger spreads, and (e) 
jelly rolls, which are described in detail in the Fee Schedule.\7\ 
However, the Strategy Cap specifically excludes from the Cap ``[a]ny 
qualifying Strategy Execution executed as a QCC.'' \8\ A QCC is defined 
as an originating order to buy or sell at least 1000 contracts that is 
identified as being part of a qualified contingent

[[Page 22773]]

trade, coupled with a contraside order or orders totaling an equal 
number of contracts.\9\ Since reversal and conversions (``RevCons'') 
have a stock component, it is possible for a RevCon to also qualify as 
a QCC (``RevCon QCCs'').\10\
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    \6\ See Fee Schedule, Section I.J., Strategy Execution Fee Cap, 
available here: https://www.nyse.com/publicdocs/nyse/markets/american-options/NYSE_American_Options_Fee_Schedule.pdf.
    \7\ See id.
    \8\ See id.
    \9\ See Rule 900.3NY(y) (defining QCC order type).
    \10\ A RevCon refers to two sides of the same trade. 
Specifically, the Reversal portion ``is established by combining a 
short security position with a short put and a long call position 
that shares the same strike and expiration,'' while contra-side 
conversion portion ``is established by combining a long position in 
the underlying security with a long put and a short call position 
that shares the same strike and expiration.'' See Fee Schedule, 
Section I.J.a., supra note 6.
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    Currently, RevCon QCCs are not eligible for the Strategy Cap (but 
instead are subject to QCC Fees & Credits).\11\ With the temporary 
closure of the Trading Floor, Floor Brokers are unable to execute 
RevCons in open outcry. However, Floor Brokers are able to execute 
RevCon QCCs electronically via the Exchange systems. The Exchange 
believes that RevCon QCC volumes would increase on the Exchange if they 
qualified for the Strategy Cap. Accordingly, the Exchange proposes to 
amend the Fee Schedule to permit the inclusion of RevCon QCC volumes in 
the Strategy Cap for the month of April 2020.\12\ Although this 
proposed change was prompted by the (temporary) inability of Floor 
Brokers to execute RevCon strategies in open outcry, the benefit of 
this proposed change would inure to any ATP Holders that opted to 
execute a RevCon as a QCC.\13\
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    \11\ See Fee Schedule, Section I.F., QCC Fees & Credits, supra 
note 6.
    \12\ See proposed Fee Schedule, Section I.J., Strategy Execution 
Fee Cap. The Exchange will re-evaluate the time limitations on this 
change (i.e., whether it will need to apply to May) depending upon 
how long the Trading Floor remains temporarily closed and would file 
a separate proposed rule change if an extension is warranted.
    \13\ The Exchange notes that while all Floor Brokers must be ATP 
Holders, not all ATP Holders act as Floor Brokers.
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    Because RevCon QCC volumes would be eligible for the Strategy Cap, 
the Exchange proposes to modify the Fee Schedule to make clear that, 
for April 2020, the RevCon QCC trades that would be included in the 
revised Strategy Cap would not be eligible for the QCC Floor Broker 
credit during April 2020, which credit is available only to ATP Holders 
acting as Floor Brokers.\14\
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    \14\ See proposed Fee Schedule, Section I.F., QCC Fees & 
Credits, n. 1 (providing that ``[the Floor Broker credit will not 
apply to any QCC trades that qualify for the Strategy Cap during the 
month of April 2020 (per Section I.J.)'').
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    To illustrate the difference in costs under the current and 
proposed Fee Schedule, consider the following example where a Floor 
Broker executes a RevCon QCC strategy on behalf of a non-Customer that 
is not a Specialist or e-Specialist as a QCC Order on the same day:
     A RevCon QCC in DEF comprised of 3,000 call options 
against 3,000 put options and 300,000 shares of stock would pay $1,200 
in options fees.
     A RevCon QCC in ABC comprised of 1,000 call options 
against 1,000 put options and 100,000 shares of stock would pay $400 in 
options fees.
    Under the current Fee Schedule, the total fees for these RevCon 
QCCs would be $1,600, whereas the proposed change to include these 
transactions in the Strategy Cap would limit these total RevCon QCC to 
$1,000.
    The Exchange believes the proposed inclusion of RevCon QCCs in the 
Strategy Cap, which is available to all ATP Holders, would encourage 
ATP Holders (including those acting as Floor Brokers) to execute their 
RevCon QCC volume on the Exchange, particularly during the period when 
open outcry is unavailable and to continue to increase the number of 
such RevCon QCC transactions during the month of April.
    Further, the Exchange's fees are constrained by intermarket 
competition, as ATP Holders may direct their order flow to any of the 
16 options exchanges, including those with similar Strategy Caps.\15\ 
Thus, ATP Holders have a choice of where they direct their order flow. 
This proposed change--which allows RevCon QCCs executed by an ATP 
Holder to be included in the $1,000 daily Strategy Cap for the month of 
April 2020--is designed to incent ATP Holders to increase their RevCon 
QCC volumes on the Exchange. The Exchange notes that all market 
participants stand to benefit from increased volume, which promotes 
market depth, facilitates tighter spreads and enhances price discovery, 
and may lead to a corresponding increase in order flow from other 
market participants.
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    \15\ See e.g., BOX Options Market LLC (``BOX'') fee schedule, 
Section II.D (Strategy QOO Order Fee Cap and Rebate). BOX caps fees 
for each participant at $1,000 per day for the following strategies 
executed on the same trading day: Short stock interest, merger, 
reversal, conversion, jelly roll, and box spread strategies. BOX 
also caps participant fees at $1,000 for all dividend strategies 
executed on the same trading day in the same options class. BOX also 
offers a $500 rebate to floor brokers for presenting certain 
Strategy QOO Orders on the BOX trading floor, which is applied 
``once the $1,000 fee cap for all dividend, short stock interest, 
merger, reversal, conversion, jelly roll, and box spread strategies 
is met.'' See id. The Exchange does not include dividend strategies 
in the Strategy Cap, nor does the Exchange offer a similar rebate.
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    The Exchange cannot predict with certainty whether any ATP Holders 
would benefit from this proposed fee change. At present, whether or 
when an ATP Holder qualifies for the Strategy Cap varies day-to-day, 
month-to-month. That said, the Exchange believes that ATP Holders would 
be encouraged to take advantage of the modified Cap. In addition, the 
Exchange believes the proposed change is necessary to prevent ATP 
Holders from diverting RevCon QCC order flow from the Exchange to a 
more economical venue.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\16\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\17\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers, or dealers.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Rule Change is Reasonable
    The Exchange operates in a highly competitive market. The 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets. In Regulation NMS, the Commission 
highlighted the importance of market forces in determining prices and 
SRO revenues and, also, recognized that current regulation of the 
market system ``has been remarkably successful in promoting market 
competition in its broader forms that are most important to investors 
and listed companies.'' \18\
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    \18\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (``Reg NMS 
Adopting Release'').
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    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange currently has more than 16% of 
the market share of executed volume of multiply-listed equity and ETF 
options trades.\19\ Therefore, no exchange currently possesses 
significant pricing power in the execution of multiply-listed equity & 
ETF options order flow. More specifically, the Exchange had less than 
10% market share of executed volume

[[Page 22774]]

of multiply-listed equity & ETF options trades in January 2020.\20\
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    \19\ The OCC publishes options and futures volume in a variety 
of formats, including daily and monthly volume by exchange, 
available here: https://www.theocc.com/market-data/volume/default.jsp.
    \20\ Based on OCC data, see id., in 2019, the Exchange's market 
share in equity-based options was 9.82% for the month of January 
2019 and 8.08% for the month of January 2020.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow, or discontinue or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees. Stated otherwise, changes 
to exchange transaction fees and credits can have a direct effect on 
the ability of an exchange to compete for order flow. The proposed rule 
change is a reasonable attempt by the Exchange to increase the depth of 
its market and improve its market share relative to its competitors. 
The Exchange's fees are constrained by intermarket competition, as ATP 
Holders (including those acting as Floor Brokers) may direct their 
order flow to any of the 16 options exchanges, including those with 
similar Strategy Caps.\21\
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    \21\ See supra note 15 (regarding BOX's Strategy QOO Order Fee 
Cap and Rebate).
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    The Exchange believes the proposed change to include RevCon QCCs 
executed by an ATP Holder in the $1,000 daily Strategy Cap for the 
month of April 2020 would encourage ATP Holders to execute their RevCon 
QCC volume on the Exchange, particularly during the period when open 
outcry is unavailable and to continue to increase the number of such 
RevCon QCC transactions during the month of April. Further, the 
proposal is designed to encourage ATP Holders to aggregate all Strategy 
Executions--including RevCon QCCs--at the Exchange as a primary 
execution venue. To the extent that the proposed change attracts more 
Strategy Executions to the Exchange, this increased order flow would 
continue to make the Exchange a more competitive venue for order 
execution. Thus, the Exchange believes the proposed rule change would 
improve market quality for all market participants on the Exchange and, 
as a consequence, attract more order flow to the Exchange thereby 
improving market-wide quality and price discovery.
    Similarly, given the inclusion of RevCon QCC trades in the Strategy 
Cap in April 2020, the Exchange proposes that these trades not be 
charged the rates for QCC executions. And, because RevCon QCCs would 
not be subject to QCC fees, the Exchange believes it is reasonable that 
such trades should not receive the corresponding QCC credits, including 
the QCC Floor Broker Rebate. This proposed change would also add 
transparency and internal consistency making the Fee Schedule easier to 
navigate and comprehend.
    The Exchange cannot predict with certainty whether any ATP Holders 
would benefit from this proposed fee change. At present, whether or 
when an ATP Holder qualifies for the Strategy Cap varies day-to-day, 
month-to-month. That said, the Exchange believes that ATP Holders would 
be encouraged to take advantage of the modified Cap. In addition, the 
Exchange believes the proposed change is necessary to prevent ATP 
Holders from diverting RevCon QCC order flow from the Exchange to a 
more economical venue.
The Proposed Rule Change Is an Equitable Allocation of Credits and Fees
    The Exchange believes the proposed rule change is an equitable 
allocation of its fees and credits. The proposal is based on the amount 
and type of business transacted on the Exchange and ATP Holders can opt 
to avail themselves of the modified Strategy Cap (i.e., by executing 
more RevCon QCC transactions) or not. In addition, the proposal is 
designed to encourage ATP Holders to aggregate all Strategy 
Executions--including RevCon QCCs--at the Exchange as a primary 
execution venue. To the extent that the proposed change attracts more 
Strategy Executions to the Exchange, this increased order flow would 
continue to make the Exchange a more competitive venue for order 
execution. Thus, the Exchange believes the proposed rule change would 
improve market quality for all market participants on the Exchange and, 
as a consequence, attract more order flow to the Exchange thereby 
improving market-wide quality and price discovery.
The Proposed Rule Change Is Not Unfairly Discriminatory
    The Exchange believes it is not unfairly discriminatory to modify 
the Strategy Cap because the proposed modification would be available 
to all similarly-situated market participants on an equal and non-
discriminatory basis.
    The proposal is based on the amount and type of business transacted 
on the Exchange and ATP Holders are not obligated to try to achieve the 
Strategy Cap, nor are they obligated to execute RevCon trades as a QCC 
order. Rather, the proposal is designed to encourage ATP Holders to 
utilize the Exchange as a primary trading venue for Strategy Executions 
(if they have not done so previously) or increase volume sent to the 
Exchange. To the extent that the proposed change attracts more Strategy 
Executions to the Exchange, particularly RevCon QCCs, this increased 
order flow would continue to make the Exchange a more competitive venue 
for, among other things, order execution. Thus, the Exchange believes 
the proposed rule change would improve market quality for all market 
participants on the Exchange and, as a consequence, attract more order 
flow to the Exchange thereby improving market-wide quality and price 
discovery. The resulting increased volume and liquidity would provide 
more trading opportunities and tighter spreads to all market 
participants and thus would promote just and equitable principles of 
trade, 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.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.

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

    In accordance with Section 6(b)(8) of the Act, the Exchange does 
not believe that the proposed rule change would impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. Instead, as discussed above, the Exchange believes 
that the proposed changes would encourage the submission of additional 
liquidity to a public exchange, thereby promoting market depth, price 
discovery and transparency and enhancing order execution opportunities 
for all market participants. As a result, the Exchange believes that 
the proposed change furthers the Commission's goal in adopting 
Regulation NMS of fostering integrated competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \22\
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    \22\ See Reg NMS Adopting Release, supra note 18, at 37499.
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    Intramarket Competition. The proposed change is designed to attract 
additional order flow (particularly RevCon QCC transactions) to the 
Exchange. The Exchange believes that the proposed modification to the 
Strategy Cap would incent market participants to direct their Strategy 
Execution volume to the Exchange. Greater liquidity benefits all market 
participants on the Exchange and increased Strategy Executions would

[[Page 22775]]

increase opportunities for execution of other trading interest. The 
proposed expanded Strategy Cap would be available to all similarly-
situated market participants that incur transaction fees on Strategy 
Executions, and, as such, the proposed change would not impose a 
disparate burden on competition among market participants on the 
Exchange. Moreover, the proposal to modify the Fee Schedule to make 
clear that RevCon QCC trades would neither be charged QCC rates nor 
receive QCC credits during April 2020, given the inclusion of such 
trades in the Strategy Cap, would not pose an undue burden on 
competition but would instead add clarity, transparency and internal 
consistency to the Fee Schedule regarding the treatment of RevCon QCCs 
for April 2020.
    Intermarket Competition. The Exchange operates in a highly 
competitive market in which market participants can readily favor one 
of the 16 competing option exchanges if they deem fee levels at a 
particular venue to be excessive. In such an environment, the Exchange 
must continually adjust its fees to remain competitive with other 
exchanges and to attract order flow to the Exchange. Based on publicly-
available information, and excluding index-based options, no single 
exchange currently has more than 16% of the market share of executed 
volume of multiply-listed equity and ETF options trades.\23\ Therefore, 
no exchange currently possesses significant pricing power in the 
execution of multiply-listed equity & ETF options order flow. More 
specifically, in January 2020, the Exchange had less than 10% market 
share of executed volume of multiply-listed equity & ETF options 
trades.\24\
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    \23\ See supra note 19.
    \24\ Based on OCC data, supra note 20, the Exchange's market 
share in equity-based options was 9.57% for the month of January 
2019 and 9.59% for the month of January, 2020.
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    The Exchange believes that the proposed rule change reflects this 
competitive environment because it modifies the Exchange's fees in a 
manner designed to encourage ATP Holders to direct trading interest 
(particularly RevCon QCC transactions) to the Exchange, to provide 
liquidity and to attract order flow. To the extent that this purpose is 
achieved, all the Exchange's market participants should benefit from 
the improved market quality and increased opportunities for price 
improvement.
    The Exchange believes that the proposed change could promote 
competition between the Exchange and other execution venues, including 
those that currently offer similar Strategy Caps, by encouraging 
additional orders to be sent to the Exchange for execution.\25\
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    \25\ See supra note 15 (regarding BOX's Strategy QOO Order Fee 
Cap and Rebate).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \26\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \27\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \26\ 15 U.S.C. 78s(b)(3)(A).
    \27\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \28\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \28\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSEAMER-2020-31 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-NYSEAMER-2020-31. 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-NYSEAMER-2020-31, and should be 
submitted on or before May 14, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08589 Filed 4-22-20; 8:45 am]
 BILLING CODE 8011-01-P


