Notice2022-08913
Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Equity 4, Rule 3306(a)(3), in Light of Planned Changes to the System as Well as To Address Existing Issues
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Published
April 27, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 81 (Wednesday, April 27, 2022)</title>
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[Federal Register Volume 87, Number 81 (Wednesday, April 27, 2022)]
[Notices]
[Pages 25062-25065]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-08913]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94775; File No. SR-Phlx-2022-17]
Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Equity 4,
Rule 3306(a)(3), in Light of Planned Changes to the System as Well as
To Address Existing Issues
April 21, 2022.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on April 11, 2022, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and II below, which Items
have been prepared by the Exchange. 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\ 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 Rule 3306(a)(3), in light of planned
changes to the System as well as to address existing issues, as
described further below.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/phlx/rules">https://listingcenter.nasdaq.com/rulebook/phlx/rules</a>, at the
principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
[[Page 25063]]
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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Presently, the Exchange is making functional enhancements and
improvements to specific Order Types \3\ and Order Attributes \4\ that
are currently only available via the RASH Order entry protocol.\5\
Specifically, the Exchange will be upgrading the logic and
implementation of these Order Types and Order Attributes so that the
features are more streamlined across the Exchange's System and order
entry protocols, and will enable the Exchange to process these Orders
more quickly and efficiently. Additionally, this System upgrade will
pave the way for the Exchange to enhance the OUCH Order entry protocol
\6\ so that Participants may enter such Order Types and Order
Attributes via OUCH, in addition to the RASH Order entry protocol.\7\
The Exchange plans to implement its enhancement of the OUCH protocol
sequentially, by Order Type and Order Attribute.\8\
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\3\ An ``Order Type'' is a standardized set of instructions
associated with an Order that define how it will behave with respect
to pricing, execution, and/or posting to the Exchange Book when
submitted to the Exchange. See Equity 1, Section 1(e).
\4\ An ``Order Attribute'' is a further set of variable
instructions that may be associated with an Order to further define
how it will behave with respect to pricing, execution, and/or
posting to the Exchange Book when submitted to the Exchange. See id.
\5\ The RASH (Routing and Special Handling) Order entry protocol
is a proprietary protocol that allows member organizations to enter
Orders, cancel existing Orders and receive executions. RASH allows
participants to use advanced functionality, including discretion,
random reserve, pegging and routing. See <a href="http://nasdaqtrader.com/content/technicalsupport/specifications/TradingProducts/rash_sb.pdf">http://nasdaqtrader.com/content/technicalsupport/specifications/TradingProducts/rash_sb.pdf</a>.
\6\ The OUCH Order entry protocol is a proprietary protocol that
allows subscribers to quickly enter orders into the System and
receive executions. OUCH accepts limit Orders from member
organizations, and if there are matching Orders, they will execute.
Non-matching Orders are added to the Limit Order Book, a database of
available limit Orders, where they are matched in price-time
priority. OUCH only provides a method for member organizations to
send Orders and receive status updates on those Orders. See <a href="https://www.nasdaqtrader.com/Trader.aspx?id=OUCH">https://www.nasdaqtrader.com/Trader.aspx?id=OUCH</a>.
\7\ The Exchange designed the OUCH protocol to enable member
organizations to enter Orders quickly into the System. As such, the
Exchange developed OUCH with simplicity in mind, and it therefore
lacks more complex order handling capabilities. By contrast, the
Exchange specifically designed RASH to support advanced
functionality, including discretion, random reserve, pegging and
routing. Once the System upgrades occur, then the Exchange intends
to propose further changes to its Rules to permit participants to
utilize OUCH, in addition to RASH, to enter order types that require
advanced functionality.
\8\ The Exchange notes that its sister exchange, The Nasdaq
Stock Market, LLC (``Nasdaq''), recently filed a similar proposed
rule change with the Commission, see Securities Exchange Act Release
No. 34-94492 (March 23, 2022), 87 FR 18405 (March 30, 2022) (SR-
NASDAQ-2022-020), and that Nasdaq BX, Inc. plans to do the same in
parallel with the Exchange.
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To support and prepare for these upgrades and enhancements, the
Exchange proposes to amend Rule 3306(a)(3), which governs the entry of
Orders, so that it aligns with how the System, once upgraded, will
handle the partial cancellation of Orders to reduce their share size.
The proposed filing also addresses issues with the existing Rule text
and the current implementation of that Rule text by the System.
In pertinent part, existing Rule 3306(a)(3) states as follows, with
respect how the Exchange handles partial Order cancellations to reduce
share size:
In addition, a partial cancellation of an Order to reduce its
share size will not affect the priority of the Order on the book;
provided, however that such a partial cancellation may not be made
with respect to a Pegged Order (including a Discretionary Order that
is Pegged).
The first clause of this text states the general rule that participants
may instruct the Exchange to partially cancel their Orders in order to
reduce share size, and when handling such partial cancellation
instructions, the Exchange will adjust the size of the Orders without
affecting their existing priority. The second clause states an
exception to this general rule, which the Exchange intends to mean that
when the Exchange processes partial cancellations of Orders with the
Pegging Attribute (including Discretionary Orders with Pegging) that
participants enter via RASH or FIX (as opposed to OUCH or FLITE), the
partially cancelled Orders will lose their priority.
Going forward, planned upgrades will provide for the Exchange to
process partial cancellations of all Order Types and Attributes entered
through all of its Order Entry Protocols, including RASH, OUCH, FIX,
and FLITE, and it will do so without loss of priority, such that the
existing exception to the general rule in 3306(a)(3) will no longer be
necessary. Thus, the Exchange proposes to eliminate this exception by
deleting it from the Rule. This proposal will provide better outcomes
to participants by enabling them to reduce the share size of their
Orders without the need to sacrifice the priority of their Orders.
The Exchange believes that it is reasonable to allow the partial
cancellation of an Order without the Order losing priority because the
participant that entered the Order continues to express its willingness
to trade at the price entered when the Order first came onto the Book.
Moreover, if the Order is displayed, other participants quoting at the
same price are aware of the priority of their Orders relative to the
partially cancelled Order. While a partial cancellation may provide
these other participants with greater opportunities to provide a fill,
the Exchange does not believe that it would be reasonable for these
participants to jump ahead of an Order with time priority merely
because the size of the Order has been reduced. Similarly, if the
partially cancelled Order is non-displayed, other participants would
have no awareness of its price, its original size, or its reduced size.
Again, while other participants at that price may have an increased
opportunity to provide a fill when the Order's size is reduced, they
would not have an expectation that the priority of their Orders would
change vis-[agrave]-vis that of an Order that arrived on the Book at an
earlier time.
Moreover, the Exchange notes that the proposal will simplify and
harmonize the Exchange's processing of partial cancellations across its
Order Entry Protocols.
Additionally, the proposed Rule change will address ambiguities in
the existing Rule text. The existing Rule text does not state expressly
the Exchange's current practice of restricting the loss of priority
following a partial cancellation to Pegged Orders when such Orders are
entered through RASH or FIX. The existing language suggests that
partial cancellations of these Orders cause a loss of priority in all
cases, regardless of the Exchange's Order Entry Protocol utilized to
enter the Orders. In fact, the Exchange does process partial
cancellations of these Orders without loss of priority when the Orders
are entered through OUCH and FLITE. The proposed Rule change will
address this issue by providing for consistent handling of partial
cancellations across all Orders and all applicable and available Order
Entry Protocols and by eliminating exceptions in the existing Rule
text.
Similarly, the existing Rule is ambiguous as to the intended scope
of its exception to the general rule for ``Pegged Orders.'' Although
the Rule
[[Page 25064]]
states that the exception applies to ``Pegged Orders (including a
Discretionary Order that is Pegged),'' the Exchange does not intend for
Orders with Midpoint Pegging to be part of this exception, and it
applies the Rule accordingly. In other words, the Exchange processes
partial cancellations for Orders with Midpoint Pegging (i.e., Non-
Display Orders assigned the Midpoint Peg Attribute and Midpoint Peg
Post-Only Orders) without loss of priority. The Exchange recognizes
that the Rule text does not specifically address Orders with Midpoint
Pegging. Again, the proposed Rule change will eliminate this issue
going forward because the Exchange will adopt consistent handling of
partial cancellations across all Orders and available and applicable
Order Entry Protocols.
The Exchange intends to implement the foregoing changes during the
Second Quarter of 2022. The Exchange will issue an Equity Trader Alert
at least 7 days in advance of implementing the changes.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\10\ in particular, in that it is designed 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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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that its proposed amendment to Rule
3306(a)(3) is consistent with the Act. Eliminating the exception to the
general Rule providing for the Exchange to process partial
cancellations without loss of priority will benefit participants by
enabling them to reduce the share size of their Orders without the need
to sacrifice the priority of their Orders.
The Exchange believes that it is reasonable to allow the partial
cancellation of an Order without the Order losing priority because the
participant that entered the Order continues to express its willingness
to trade at the price entered when the Order first came onto the Book.
Moreover, if the Order is displayed, other participants quoting at the
same price are aware of the priority of their Orders relative to the
partially cancelled Order. While a partial cancellation may provide
these other participants with greater opportunities to provide a fill,
the Exchange does not believe that it would be reasonable for these
participants to jump ahead of an Order with time priority merely
because the size of the Order has been reduced. Similarly, if the
partially cancelled order is non-displayed, other participants would
have no awareness of its price, its original size, or its reduced size.
Again, while other participants at that price may have an increased
opportunity to provide a fill when the Order's size is reduced, they
would not have an expectation that the priority of their Orders would
change vis-[agrave]-vis that of an Order that arrived on the Book at an
earlier time.
Moreover, the proposal will simplify and harmonize the Exchange's
processing of partial cancellations across its Order Entry Protocols.
This proposed amendment reflects planned upgrades that will allow the
Exchange to process partial cancellation of Orders entered through all
pertinent and available Order Entry Protocols without loss of priority.
Additionally, the proposed Rule change is consistent with the Act
because it will eliminate ambiguities in the existing Rule text that do
not fully reflect the Exchange's intended meaning or application of the
Rule. As noted above, the existing Rule text does not state that the
Exchange limits the loss of priority for partially cancelled Orders to
Pegged Orders when such Orders are entered through RASH or FIX. The
existing language suggests that partial cancellations of these Orders
lose priority in all cases, regardless of the Exchange's Order Entry
Protocol utilized to enter the Orders. In fact, the Exchange does
process partial cancellations of these Orders without loss of priority
when the Orders are entered through OUCH or FLITE. The proposed Rule
change will address this issue by providing for consistent handling of
partial cancellations across all applicable and available Orders and
Order Entry Protocols and by eliminating exceptions in the existing
Rule text.
Similarly, the existing Rule does not reflect the Exchange's intent
that Orders with Midpoint Pegging are not included in this exception,
even though it applies the Rule in this manner. In other words, the
Exchange processes partial cancellations for Midpoint Pegging Orders
without loss of priority. The Exchange recognizes that the Rule text
does not specifically address Orders with Midpoint Pegging. Again, the
proposed Rule change will eliminate this issue going forward because
the Exchange will adopt consistent handling of partial cancellations
across all Orders and applicable and available Order Entry Protocols.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that its proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. As a general principle, the
proposed changes are reflective of the significant competition among
exchanges and non-exchange venues for order flow. In this regard,
proposed changes that facilitate enhancements to the Exchange's System
and Order Entry Protocols as well as those that amend and clarify the
Exchange's Rules regarding its Order Types and Attributes, are pro-
competitive because they bolster the efficiency, integrity, and overall
attractiveness of the Exchange in an absolute sense and relative to its
peers.
Moreover, the proposed changes will not unduly burden intra-market
competition among various Exchange participants. The Exchange's
proposal to allow the partial cancellation of an Order without the
Order losing priority will not impact intra-market competition because
the participant that entered the Order continues to express its
willingness to trade at the price entered when the Order first came
onto the Book. Moreover, if the Order is displayed, other participants
quoting at the same price are aware of the priority of their Orders
relative to the partially cancelled Order. While a partial cancellation
may provide these other participants with greater opportunities to
provide a fill, the Exchange does not believe that it would be
reasonable for these participants to jump ahead of an Order with time
priority merely because the size of the Order has been reduced.
Similarly, if the partially cancelled Order is non-displayed, other
participants would have no awareness of its price, its original size,
or its reduced size. Again, while other participants at that price may
have an increased opportunity to provide a fill when the Order's size
is reduced, they would not have an expectation that the priority of
their Orders would change vis-[agrave]-vis that of an Order that
arrived on the Book at an earlier time.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
[[Page 25065]]
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6) thereunder.\12\
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the 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 to
determine whether the proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<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#f785829b92da94989a9a92998384b7849294d9909881"><span class="__cf_email__" data-cfemail="ea989f868fc7898587878f849e99aa998f89c48d859c">[email protected]</span></a>. Please include
File Number SR-Phlx-2022-17 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-Phlx-2022-17. 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-Phlx-2022-17 and
should be submitted on or before May 18, 2022.
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\13\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-08913 Filed 4-26-22; 8:45 am]
BILLING CODE 8011-01-P
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