Notice2023-19842
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Modify the NYSE American Options Fee Schedule
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
September 14, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 177 (Thursday, September 14, 2023)</title>
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[Federal Register Volume 88, Number 177 (Thursday, September 14, 2023)]
[Notices]
[Pages 63165-63169]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-19842]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98332; File No. SR-NYSEAMER-2023-43]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change To Modify the
NYSE American Options Fee Schedule
September 8, 2023.
Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on August 29, 2023, NYSE American LLC (``NYSE American'' 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 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 modify the NYSE American Options Fee
Schedule (``Fee Schedule'') to provide for certain temporary fee
changes in connection with the Exchange's migration to the Pillar
trading platform. The Exchange proposes to implement the fee changes
effective August 29, 2023. 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.
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 to amend the Fee Schedule to provide for
certain temporary changes in connection with the Exchange's migration
to a new trading platform known as Pillar. Currently, the Exchange
conducts options trading on an electronic platform known as ``the
Exchange System,'' which refers to the Exchange's electronic order
delivery, execution, and reporting system for designated option issues
through which orders and quotes of users are consolidated for execution
and/or display.\4\ On or about October 23, 2023, the Exchange
anticipates beginning the migration of its options trading to the
Pillar technology platform.\5\
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\4\ See NYSE American Rule 900.2NY Definitions.
\5\ The Exchange has announced that, pending regulatory
approval, it will begin migrating Exchange-listed options to Pillar
on October 23, 2023, available here: <a href="https://www.nyse.com/trader-update/history#110000530919">https://www.nyse.com/trader-update/history#110000530919</a>. See also, e.g., Securities Exchange Act
Release Nos. 97297 (April 13, 2023), 88 FR 24225 (April 19, 2023)
(SR-NYSEAMER-2023-16) (Notice of Filing and Immediate Effectiveness
of Proposed Change to Modify Rule 900.2NY and to Adopt New Rules
964NYP, 964.1NYP, and 964.2NYP); 97739 (June 15, 2023), 88 FR 40893
(June 22, 2023) (SR-NYSEAMER-2023-17) (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 New Exchange Rule
980NYP and Amend Exchange Rule 935NY); 97869 (July 10, 2023), 88 FR
45730 (July 17, 2023) (SR-NYSEAMER-2023-34) (Notice of Filing and
Immediate Effectiveness of Proposed New Rules 900.3NYP, 925.1NYP,
928NYP, 928.1NYP, and 952NYP and Amendments to Rules 900.3NY, 925NY,
925.1NY, 928NY, 952NY, 953.1NY, 967NY, 967.1NY, and 985NY); 97938
(July 18, 2023), 88 FR 47536 (July 24, 2023) (NYSEAMER-2023-35)
(Notice of Filing and Immediate Effectiveness of Proposed Change for
New Rule 971.1NYP).
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[[Page 63166]]
Specifically, the Exchange proposes to (1) provide ATP Holders and
ATP Firms (collectively, ``ATP Holders'') with certainty regarding
their eligibility for certain tiers, incentives, and discounts during
the migration to Pillar; (2) waive Monthly Excessive Bandwidth
Utilization Fees (``EBUF'') during the migration to Pillar and for a
six-month period thereafter; and (3) cap certain port fees during the
migration to Pillar. The Exchange proposes to implement the rule
changes on August 29, 2023.
Tiers, Incentives, and Discounts
The Exchange currently offers various volume- and performance-based
incentives and discounts to encourage ATP Holders to use the Exchange
as their primary venue for order routing and execution and for market
making activity. Many of these incentive and discount programs include
multiple tiers, which are intended to encourage greater participation
in the programs and to incent ATP Holders to continually grow their
business on the Exchange in order to qualify for the benefits offered
in a higher tier.
In advance of the Exchange's migration to the Pillar platform, the
Exchange has noted concern among ATP Holders regarding their ability to
achieve various volume qualifications and thresholds during the
migration. Specifically, because ATP Holders may choose to moderate
their order flow and quotation sizes to reduce risk as they familiarize
themselves with the new trading platform, they may not achieve the
tier(s), incentive(s), and discount(s) they qualified for pre-
migration. Accordingly, the Exchange believes that providing ATP
Holders with certainty with respect to certain pricing they would
receive during the transition to Pillar would provide ATP Holders with
an opportunity to adjust to new functionality and new order handling
mechanisms without taking on an additional financial burden.
To this end, the Exchange proposes to amend Section I of the Fee
Schedule to provide that, for the month during which the Exchange
commences its migration to the Pillar platform (the ``Migration
Month''), ATP Holders will receive the tier(s), incentive(s), and
discount(s) they achieved in the month prior to the Migration Month or
the tier(s), incentive(s), and discount(s) achieved during the
Migration Month, whichever are better. Specifically, the Exchange will
compare an ATP Holder's performance in each of the programs set forth
below during the Migration Month and during the month prior (currently
anticipated to be September 2023) and will bill the ATP Holder for the
Migration Month at the most favorable rates based on each qualification
level achieved.\6\
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\6\ The Exchange notes that its affiliated exchange NYSE Arca
Options implemented a similar fee change in connection with its
migration to the Pillar technology platform in 2022. See Securities
Exchange Act Release No. 94125 (February 1, 2022), 87 FR 6910
(February 7, 2022) (SR-NYSEArca-2022-05) (providing for continuity
of OTP Holders' eligibility for certain tiers, incentives, and
discounts in connection with NYSE Arca Options Pillar migration).
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The following tiers, incentives, and discount programs would be
covered by the proposed change: \7\
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\7\ See Fee Schedule, Sections I.C.; I.E. through I.H.; and I.M.
<bullet> NYSE American Options Market Maker Sliding Scale--Electronic
<bullet> American Customer Engagement (``ACE'') Program
<bullet> QCC Billable Bonus rebate
<bullet> CUBE Auction Fees and Credits
<bullet> Professional Step-Up Incentive
<bullet> BOLD Mechanism Fees & Credits
The Exchange also proposes the same modification to Section III.E.
of the Fee Schedule,\8\ which would apply to the Manual Billable Rebate
Qualification, the QCC Billable Bonus Rebate Qualification, and the
Floor Broker Manual Billable Incentive Program for Floor Brokers.
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\8\ See Fee Schedule, Section III.E. ((Floor Broker Incentive
and Rebate Programs).
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The Exchange believes that, to the extent ATP Holders choose to
modify their trading activity during the Migration Month, the proposed
change would mitigate the impact of potential pricing disruption by
providing ATP Holders with certainty regarding the tier(s),
incentive(s), and discount(s) they would be eligible for in the
Migration Month, which would in turn encourage ATP Holders to continue
to send orders and quotes to the Exchange during the transition to
Pillar.
In addition, by offering ATP Holders the better pricing of the
month before the Migration Month or the Migration Month, the Exchange
believes ATP Holders will be incented to take full advantage of new
Pillar functionality and possibly even increase their volume and
participation during the migration.
The Exchange is not proposing any changes to the underlying tiers,
incentives, or discounts covered by the proposed change described
above.
Monthly Excessive Bandwidth Utilization Fees
Section II of the Fee Schedule describes two alternative fees that
are charged for exceeding the ratio of orders or messages sent to the
Exchange compared to the number of executions or contracts traded and
are intended to deter ATP Holders from submitting an excessive number
of orders that are not executed.\9\
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\9\ See Fee Schedule, Section II. Monthly Excessive Bandwidth
Utilization Fees.
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The Exchange proposes to amend Section II of the Fee Schedule to
specify that the Monthly Excessive Bandwidth Utilization Fees
(``EBUF'') assessed to ATP Holders will be waived for the duration of
the migration and for six months after the completion of the
migration.\10\ Specifically, the Exchange proposes that the waiver of
the EBUF take effect for the month during which the migration begins
and remain in effect for six months following the month in which the
migration is completed (the ``Waiver Period''). The Exchange believes
that waiving EBUF during the Waiver Period will give both ATP Holders
and the Exchange an opportunity to adjust to new functionality and new
order handling mechanisms without imposing a financial burden on ATP
Holders based on their order to execution ratios or messages to
contracts traded ratios during the Pillar transition. In addition,
during the Waiver Period, the Exchange intends to work closely with ATP
Holders to monitor traffic rates and their order and message to
execution ratios as they adapt to trading on the Pillar platform.
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\10\ The Exchange notes that its affiliated exchange NYSE Arca
Options adopted a similar cap in connection with its migration to
the Pillar technology platform in 2022. See Securities Exchange Act
Release No. 94095 (January 28, 2022), 87 FR 6216 (February 3, 2022)
(SR-NYSEArca-2022-04) (providing for a temporary waiver of the Ratio
Threshold Fee in connection with the NYSE Arca Options Pillar
migration).
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Cap on Port Fees
The Exchange proposes to adopt a cap on the monthly fees assessed
for the use of certain ports connecting to the Exchange, which will go
into effect on the day the Exchange commences its migration to the
Pillar platform and remain in effect until the end of the month in
which the migration is completed (the ``Migration Period'').
Specifically, the Exchange proposes to cap the monthly fees charged
to an ATP Holder for the use of Order/Quote Entry Ports, Quote Takedown
Ports, and Drop Copy Ports (collectively, the ``Port Fees'') during the
Migration Period (the ``Migration Cap''). The Migration Cap will be
based on the number of ports an ATP Holder is billed for in the month
preceding the beginning of the Exchange's migration to the Pillar
platform, except that if an ATP Holder reduces the number of ports used
during the Migration Period (i.e., incurs Port Fees below the Migration
Cap), the ATP
[[Page 63167]]
Holder would only be billed for the actual number of ports used.
Without this proposed rule change, the Fee Schedule provides that
ATP Holders would be charged for the use of both legacy Exchange System
platform ports and new Pillar platform ports, which could significantly
increase costs to ATP Holders during the Migration Period. Thus, the
proposed Migration Cap is intended to encourage ATP Holders to maintain
the same levels of interaction with Exchange during the Migration
Period, as well as promptly migrate to the more efficient Pillar
technology platform, without incurring additional Port Fees as a result
of the transition.\11\
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\11\ The Exchange notes that its affiliated exchange NYSE Arca
Options adopted a similar fee cap in connection with its migration
to the Pillar technology platform in 2022. See Securities Exchange
Act Release No. 94017 (January 20, 2022), 87 FR 4095 (January 26,
2022) (SR-NYSEArca-2022-03) (providing for a temporary cap on
monthly fees for use of ports in connection with the NYSE Arca
Options Pillar migration).
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with section 6(b) of the Act,\12\ in general, and furthers the
objectives of sections 6(b)(4) and (5) of the Act,\13\ 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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\12\ 15 U.S.C. 78f(b).
\13\ 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.'' \14\
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\14\ 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 has more than 16% of the market
share of executed volume of multiply-listed equity and ETF options
trades.\15\ Therefore, currently no exchange possesses significant
pricing power in the execution of multiply-listed equity & ETF options
order flow. More specifically, in July 2023, the Exchange had less than
8% market share of executed volume of multiply-listed equity & ETF
options trades.\16\
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\15\ The OCC publishes options and futures volume in a variety
of formats, including daily and monthly volume by exchange,
available here: <a href="https://www.theocc.com/Market-Data/Market-Data-Reports/Volume-and-Open-Interest/Monthly-Weekly-Volume-Statistics">https://www.theocc.com/Market-Data/Market-Data-Reports/Volume-and-Open-Interest/Monthly-Weekly-Volume-Statistics</a>.
\16\ Based on a compilation of OCC data for monthly volume of
equity-based options and monthly volume of ETF-based options, see
id., the Exchange's market share in equity-based options decreased
from 7.26% for the month of July 2022 to 7.09% for the month of July
2023.
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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.
The Exchange believes that the proposed change is reasonable
because it is intended to encourage ATP Holders to maintain active
participation on the Exchange during the Pillar migration by offering
ATP Holders pricing at each of the tier(s), incentive(s), and
discount(s) they qualify for during either the Migration Month or in
the month prior to the Migration Month, whichever is more favorable to
the ATP Holder, and to maintain sufficient active connections to the
Exchange during its migration to Pillar by providing for the Migration
Cap. Similarly, the Exchange believes that the proposed EBUF waiver is
reasonable because it is intended to encourage ATP Holders to maintain
active participation on the Exchange during and after its migration to
Pillar. The Exchange further believes that the proposed change would
lessen the impact of the migration on ATP Holders by enabling them to
adapt their trading activity as needed to transition to Pillar
functionality during the migration and ensure they have sufficient data
connections and would thus encourage ATP Holders to promptly transition
to the more efficient Pillar platform.
To the extent the proposed rule change encourages ATP Holders to
migrate to the new platform while maintaining their level of trading
activity, the Exchange believes the proposed change would sustain the
Exchange's overall competitiveness and its market quality for all
market participants. In the backdrop of the competitive environment in
which the Exchange operates, the proposed rule change is a reasonable
attempt by the Exchange to mitigate the impact of the migration without
affecting its competitiveness.
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 because the more favorable tier,
incentive, and discount eligibility, Migration Cap, and EBUF waiver
would be available to all ATP Holders. In addition, the proposed change
relating to tiers, incentives, and discounts is based on each ATP
Holder's activity levels before and during the Migration Month, just as
the Migration Cap is based on each ATP Holder's use of ports before and
during the Pillar migration. Accordingly, all ATP Holders would have
the opportunity to adapt their trading activity and moderate their
order flow and use of ports as needed to transition to Pillar
functionality. Thus, the Exchange believes the proposed rule change
would facilitate a smooth transition to the Pillar technology platform
for all market participants on the Exchange by encouraging ATP Holders
to continue to participate actively on the Exchange during the
transition period, thereby promoting continued market-wide quality.
The Proposed Rule Change Is not Unfairly Discriminatory
The Exchange believes the proposed rule change is not unfairly
discriminatory because it would be available to all similarly-situated
market participants on an equal and non-discriminatory basis.
All ATP Holders would be eligible for the more favorable tier(s),
incentive(s), and discount(s) they achieve in either the Migration
Month or the preceding month, the Migration Cap, and the EBUF waiver.
Moreover, the proposed change is based on each ATP Holder's achievement
of tiers, incentives, and discounts prior to and during the Migration
Month use of ports. The proposed change would thus allow ATP Holders to
adjust their interactions with Exchange systems during the migration as
needed and take advantage of the new functionality offered by Pillar by
mitigating the impact of potential pricing disruptions. To the extent
the proposal encourages ATP Holders to maintain or increase their
current level of activity on the Exchange, such activity would result
in trading opportunities for all market participants
[[Page 63168]]
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, 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.'' \17\
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\17\ See Reg NMS Adopting Release, supra note 14, at 37499.
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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 equally to all ATP
Holders. All ATP Holders would be eligible to receive the rates under
each of the tier(s), incentive(s), and discount(s) they achieved in the
Migration Month or in the month prior to the Migration Month, whichever
are better, and all ATP Holders would be eligible for the Migration Cap
and EBUF waiver.
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 has more than 16% of the market share of executed volume of
multiply-listed equity and ETF options trades.\18\ Therefore, no
exchange possesses significant pricing power in the execution of
multiply-listed equity and ETF options order flow. More specifically,
in July 2023, the Exchange had less than 8% market share of executed
volume of multiply-listed equity and ETF options trades.\19\
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\18\ See note 15, supra.
\19\ See note 16, supra.
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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 exchanges if they deem fee levels at those other venues
to be more favorable. The Exchange believes that its fees are
constrained by the robust competition for order flow among exchanges
and thus believes that the proposed change is reasonably designed to
encourage ATP Holders to transition to the Pillar platform while
mitigating the risk of a significant change to the fees they would be
subject to during the migration. Accordingly, the Exchange believes
that the proposed change would continue to make the Exchange a
competitive venue for order execution by enabling ATP Holders to
maintain their current levels of interaction with the Exchange (or make
adjustments as needed) during the migration, thus encouraging prompt
migration to the newer, more efficient Pillar technology platform and
sustained activity on the Exchange during the Pillar transition.
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) \20\ of the Act and subparagraph (f)(2) of Rule
19b-4 \21\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\20\ 15 U.S.C. 78s(b)(3)(A).
\21\ 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) \22\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\22\ 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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#ea989f868fc7898587878f849e99aa998f89c48d859c"><span class="__cf_email__" data-cfemail="3e4c4b525b135d5153535b504a4d7e4d5b5d10595148">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2023-43 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-NYSEAMER-2023-43. 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="https://www.sec.gov/rules/sro.shtml">https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available
[[Page 63169]]
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to file number SR-NYSEAMER-2023-43 and
should be submitted on or before October 5, 2023.
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\23\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-19842 Filed 9-13-23; 8:45 am]
BILLING CODE 8011-01-P
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