Notice2021-13660
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Price List Regarding Ports
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Published
June 28, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 121 (Monday, June 28, 2021)</title>
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[Federal Register Volume 86, Number 121 (Monday, June 28, 2021)]
[Notices]
[Pages 34080-34084]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-13660]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92234; File No. SR-NYSE-2021-36]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Price List Regarding Ports
June 22, 2021.
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 June 10, 2021, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Price List to extend the end of
the Decommission Period from June 2021 to August 2021. The Exchange
proposes to implement these changes to its Price List effective June
10, 2021.\4\ The proposed rule change is available on the Exchange's
website at <a href="http://www.nyse.com">www.nyse.com</a>, 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 Price List on May
28, 2021 (SR-NYSE-2021-34). SR-NYSE-2021-34 was subsequently
withdrawn and replaced by this filing.
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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.
[[Page 34081]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of this filing is to provide additional time for member
organizations to finalize their transition from older to newer and more
efficient Pillar technology. The Exchange is not proposing to adjust
the amount of the port fees or the fees charged to offset the
Exchange's continuing costs of supporting legacy ports, which will
remain at the current level for all market participants.
Effective July 3, 2019, the Exchange introduced transition pricing
designed to provide member organizations an extended transition period
to connect to the Exchange using Pillar technology with no fee
increase. Specifically, the Exchange (1) adopted a cap on monthly fees
for the use of certain ports connecting to the Exchange for the billing
months July 2019 through March 2020 (the ``Transition Period''); (2)
adopted a Decommission Extension Fee applicable for the billing months
April 2020 through September 2020 (the ``Decommission Period'') for
legacy port connections; and (3) prorated the monthly fee for certain
ports activated after July 1, 2019, effective April 1, 2020.\5\
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\5\ See Securities Exchange Act Release No. 86360 (July 11,
2019), 84 FR 34210 (July 17, 2019) (SR-NYSE-2019-39).
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Effective March 2, 2020, the Exchange (1) extended the end of the
Transition Period from March 2020 to August 2020 for member
organizations to transition to the utilization of ports that connect to
the Exchange using Pillar technology; (2) shortened the Decommission
Period from six months (April 2020-September 2020) to four months
(September-December 2020); (3) extended the effective date that the
Exchange would prorate the monthly fee for certain ports activated on
or after July 1, 2019 from April 1, 2020 to September 1, 2020; and (4)
revised the fees charged for legacy port connections during the
Decommission Period.\6\
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\6\ See Securities Exchange Act Release No. 88373 (March 12,
2020), 85 FR 15533 (March 18, 2020) (SR-NYSE-2020-14).
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Effective August 1, 2020, the Exchange (1) extended the end of the
Transition Period from August 2020 to October 2020; (2) extended the
beginning of the Decommission Period from September 2020 to November
2020 and the end of the Decommission Period from December 2020 to
February 2021; and (3) extended the effective date that the Exchange
would prorate the monthly fee for ports activated on or after July 1,
2019 from September 1, 2020 to November 1, 2020.\7\
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\7\ See Securities Exchange Act Release No. 89591 (August 18,
2020), 85 FR 52159 (August 24, 2020) (SR-NYSE-2020-14).
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Effective October 1, 2020, the Exchange (1) extended the end of the
Transition Period from October 2020 to December 2020; (2) extended the
beginning of the Decommission Period from November 2020 to January 2021
and the end of the Decommission Period from February 2021 to April
2021; and (3) extended the effective date that the Exchange would
prorate the monthly fee for ports activated on or after July 1, 2019
from November 1, 2020 to January 1, 2021.\8\
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\8\ See Securities Exchange Act Release No. 90180 (October 14,
2020), 85 FR 66612 (October 20, 2020) (SR-NYSE-2020-82).
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Effective December 1, 2020, the Exchange (1) extended the end of
the Transition Period from December 2020 to February 2021; (2) extended
the beginning of the Decommission Period from January 2021 to March
2021 and the end of the Decommission Period from April 2021 to June
2021; and (3) extended the effective date that the Exchange would
prorate the monthly fee for ports activated on or after July 1, 2019
from January 1, 2021 to March 1, 2021.\9\
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\9\ See Securities Exchange Act Release No. 90661 (December 14,
2020), 85 FR 82532 (December 18, 2020) (SR-NYSE-2020-99).
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The Exchange proposes to extend the end of the Decommission Period
two months from June 2021 to August 2021 in order to allow member
organizations that did not complete the transition during the
Transition Period the ability to choose to continue using Phase I ports
until August 2021.
The Exchange proposes to implement these changes to its Price List
effective June 1, 2021.
Competitive Environment
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.'' \10\
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\10\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495, 37499 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
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While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur across multiple trading centers. When multiple trading centers
compete for order flow in the same stock, the Commission has recognized
that ``such competition can lead to the fragmentation of order flow in
that stock.'' \11\ Indeed, equity trading is currently dispersed across
16 exchanges,\12\ 31 alternative trading systems,\13\ and numerous
broker-dealer internalizers and wholesalers, all competing for order
flow. Based on publicly available information, no single exchange has
more than 16% market share.\14\ 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, including
ports, in response to fee changes. Accordingly, the Exchange's fees,
including port fees, are reasonably constrained by competitive
alternatives and market participants can readily trade on competing
venues if they deem pricing levels at those other venues to be more
favorable.
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\11\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
\12\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>. See generally <a href="https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html</a>.
\13\ See FINRA ATS Transparency Data, available at <a href="https://otctransparency.finra.org/otctransparency/AtsIssueData">https://otctransparency.finra.org/otctransparency/AtsIssueData</a>. A list of
alternative trading systems registered with the Commission is
available at <a href="https://www.sec.gov/foia/docs/atslist.htm">https://www.sec.gov/foia/docs/atslist.htm</a>.
\14\ See Cboe Global Markets U.S. Equities Market Volume
Summary, available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>.
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The Exchange is proposing these changes in the context of a
competitive environment in which market participants can and do shift
order flow, or discontinue or reduce use of certain categories of
products, in response to fee changes. Because ports are used by member
organizations to trade electronically on the Exchange, fees associated
with ports are subject to these same competitive forces. The Exchange
believes that the proposal represents a reasonable attempt to provide
member organizations with additional time to finalize an orderly
transition to upgraded technology.
Proposed Rule Change
Member organizations enter orders and order instructions, and
receive information from the Exchange, by
[[Page 34082]]
establishing a connection to a gateway that uses communication
protocols that map to the order types and modifiers described in
Exchange rules. These gateway connections, also known as logical port
connections, are referred to as ``ports'' on the Exchange's Price List.
Legacy ports connect with the Exchange via a Common Customer Gateway
(known as ``CCG'') that accesses its equity trading systems (``Phase I
ports''). Beginning July 1, 2019, the Exchange began making available
ports using Pillar gateways to its member organizations (``Phase II
ports'').
Currently, member organizations that have not transitioned to Phase
II ports and are still utilizing Phase I ports during the billing
months of March 2021 through June 2021 (i.e., the Decommission Period),
would, in addition to the current port fees, be charged a Decommission
Extension Fee of $1,000 per port per month, increasing by $1,000 per
port for each month for any ports that communicate using Pillar phase I
protocols. As per the Price List, ports using Pillar phase I protocols
would no longer be available beginning July 1, 2021.
The Exchange proposes that the Decommission Period would end two
months later, in August 2021. As proposed, the Price List would also be
amended to provide that ports using Pillar phase I protocols would no
longer be available beginning September 1, 2021.
As noted above, the Exchange believes that, to the extent that
member organizations do not complete the transition during the
Transition Period, the proposed rule change will offer member
organizations the ability to choose to continue using Phase I ports
until August 2021.
The proposed changes are not otherwise intended to address any
other issues, and the Exchange is not aware of any problems that member
organizations would have in complying with the proposed change.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\15\ in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\16\ 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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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(4) & (5).
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The Proposed 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.'' \17\
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\17\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495, 37499 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
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While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur across multiple trading centers. When multiple trading centers
compete for order flow in the same stock, the Commission has recognized
that ``such competition can lead to the fragmentation of order flow in
that stock.'' \18\ Indeed, equity trading is currently dispersed across
16 exchanges,\19\ 31 alternative trading systems,\20\ and numerous
broker-dealer internalizers and wholesalers, all competing for order
flow. Based on publicly available information, no single exchange has
more than 16% market share.\21\ 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, including
ports, in response to fee changes. Accordingly, the Exchange's fees,
including port fees, are reasonably constrained by competitive
alternatives and market participants can readily trade on competing
venues if they deem pricing levels at those other venues to be more
favorable.
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\18\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
\19\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>. See generally <a href="https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html</a>.
\20\ See FINRA ATS Transparency Data, available at <a href="https://otctransparency.finra.org/otctransparency/AtsIssueData">https://otctransparency.finra.org/otctransparency/AtsIssueData</a>. A list of
alternative trading systems registered with the Commission is
available at <a href="https://www.sec.gov/foia/docs/atslist.htm">https://www.sec.gov/foia/docs/atslist.htm</a>.
\21\ See Cboe Global Markets U.S. Equities Market Volume
Summary, available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>.
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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, including ports, in response to fee changes. Accordingly, the
Exchange's fees, including port fees, are reasonably constrained by
competitive alternatives and market participants can readily trade on
competing venues if they deem pricing levels at those other venues to
be more favorable.
If a particular exchange charges excessive fees for connectivity,
impacted members and non-members may opt to terminate their
connectivity arrangements with that exchange, and adopt a possible
range of alternative strategies, including routing to the applicable
exchange through another participant or market center or taking that
exchange's data indirectly. Accordingly, if the Exchange charges
excessive fees, it would stand to lose not only connectivity revenues
but also revenues associated with the execution of orders routed to it,
and, to the extent applicable, market data revenues. The Exchange
believes that this competitive dynamic imposes powerful restraints on
the ability of any exchange to charge unreasonable fees for
connectivity.
Given this competitive environment, the proposal represents a fair
and reasonable attempt to provide member organizations with additional
time to finalize an orderly transition to upgraded technology. As of
April 2021, 16.2% of legacy ports have not been cancelled. The pricing
is designed so that these few remaining member organizations utilizing
legacy ports would pay for the Exchange to continue to support their
Phase I ports through August 2021.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants. The Exchange is not proposing to adjust
the amount of the port fees or the fees charged fees to offset the
Exchange's continuing costs of supporting legacy ports, which will
remain at the current level for all market participants. Rather, the
proposal would provide additional time for member organizations to
transition from older to newer and more efficient Pillar technology and
would charge the same fee for those few member organizations that
choose not to transition to Phase II ports during the extended
Transition Period.
[[Page 34083]]
The proposal constitutes an equitable allocation of fees because
all similarly situated member organizations and other market
participants that, following the transition period, choose to connect
to the Exchange through the use of Phase I ports during the
Decommission Period would continue to be charged the same, unchanged
Decommission Extension Fee.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, member
organizations are free to disfavor the Exchange's pricing if they
believe that alternatives offer them better value, and are free to
discontinue to connect to the Exchange through its ports. As noted, the
Exchange is offering upgraded connections in an effort to keep pace
with changes in the industry and evolving customer needs as new
technologies emerge and products continue to develop and change.
The proposal neither targets nor will it have a disparate impact on
any particular category of market participant. The Exchange believes
that the proposal does not permit unfair discrimination because the
proposal would be applied to all similarly situated member
organizations and other market participants would be charged the same
rates, which will remain unchanged.
The Exchange believes that the proposal does not permit unfair
discrimination because the Decommission Extension Fee would apply
equally to all member organizations that require additional time to
complete their transition to the Phase II ports. At any point during
the Decommission Period, a member organization could cease to be
subject to the Decommission Fee by expediting its transition to the new
ports. The Decommission Fee would thus apply equally to all member
organizations during the proposed extended Decommission Period that
choose to continue to connect to the Exchange through the use of legacy
ports. As noted, to the extent a member organization continues to use
ports activated before July 1, 2019 to connect to the Exchange during
the proposed extended Decommission Period, the Exchange believes it is
fair, equitable and not unfairly discriminatory to continue to charge
flat fees for such ports until such time that connection to the
Exchange through the use of old ports is no longer available beginning,
as proposed, on September 1, 2021.
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.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\22\ the Exchange
believes that the proposed rule change would not 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 provide additional time for member
organizations to finalize the transition from older to newer and more
efficient Pillar technology with no fee increase and offset the
Exchange's continuing costs of supporting the Phase I ports for the few
firms that do not transition to the new ports during the longer
transition period without any change to the fees currently charged by
the Exchange for the use of ports to connect to the Exchange's trading
systems.
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\22\ 15 U.S.C. 78f(b)(8).
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Intramarket Competition. The Exchange does not believe the proposed
rule change would impose any burden on intramarket competition that is
not necessary or appropriate because it would apply to all member
organizations equally that connect to the Exchange. All member
organizations, regardless of size, that did not complete the transition
to Phase II ports by the end of February 2021 date are subject to the
Decommission Fee on an equal basis and would continue to be subject to
the fee on an equal basis for the proposed additional two months if
they do not complete the transition to Phase II ports. As noted, as of
April 2021, 16.2% of legacy ports have not been cancelled. The pricing
is designed so that these few remaining member organizations utilizing
legacy ports would pay for the Exchange to continue to support their
Phase I ports through August 2021.
Intermarket Competition. The Exchange does not believe the proposed
rule change would impose any burden on intermarket competition that is
not necessary or appropriate because the Exchange operates in a highly
competitive market in which market participants can readily choose to
send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. The
Exchange believes that fees for connectivity are constrained by the
robust competition for order flow among exchanges and non-exchange
markets.
As noted, the no single exchange has more than 16% of the market
share of executed volume of equity trades (whether excluding or
including auction volume).\23\ 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, including
ports, in response to fee changes. Accordingly, the Exchange's fees,
including port fees, are reasonably constrained by competitive
alternatives and market participants can readily trade on competing
venues if they deem pricing levels at those other venues to be more
favorable.
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\23\ See Cboe Global Markets U.S. Equities Market Volume
Summary, available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>.
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The Exchange is proposing these changes in the context of a
competitive environment in which market participants can and do shift
order flow, or discontinue or reduce use of certain categories of
products, in response to fee changes. Because ports are used by member
organizations to trade electronically on the Exchange, fees associated
with ports are subject to these same competitive forces. The Exchange
therefore believes that the proposal would not impose an undue burden
on intermarket competition because the purpose of this filing is not to
change the rates charged for ports or to offset the Exchange's
continuing costs of supporting legacy ports but rather to provide
member organizations with more time to effect an orderly transition to
upgraded technology without needing to incur any additional costs.
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) \24\ of the Act and subparagraph (f)(2) of Rule
19b-4 \25\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\24\ 15 U.S.C. 78s(b)(3)(A).
\25\ 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
[[Page 34084]]
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) \26\ of the Act to determine whether the proposed rule
change should be approved or disapproved.
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\26\ 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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0371766f662e606c6e6e666d7770437066602d646c75"><span class="__cf_email__" data-cfemail="5f2d2a333a723c3032323a312b2c1f2c3a3c71383029">[email protected]</span></a>. Please include
File Number SR-NYSE-2021-36 on the subject line.
Paper Comments
<bullet> 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-2021-36. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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-NYSE-2021-36, and should be submitted on
or before July 19, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12), (59).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-13660 Filed 6-25-21; 8:45 am]
BILLING CODE 8011-01-P
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