Notice2023-28040
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Options 7, Section 6
Primary source
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Published
December 21, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 244 (Thursday, December 21, 2023)</title>
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[Federal Register Volume 88, Number 244 (Thursday, December 21, 2023)]
[Notices]
[Pages 88433-88436]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-28040]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99189; File No. SR-MRX-2023-25]
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Options 7,
Section 6
December 15, 2023.
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 December 5, 2023, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I, II, and III 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 its Rules at Options 7, Section 6,
Ports and Other Services.\3\
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\3\ The Exchange initially filed the proposed pricing changes on
November 28, 2023 (SR-MRX-2023-23). On December 5, 2023, the
Exchange withdrew that filing and submitted this filing.
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The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/mrx/rules">https://listingcenter.nasdaq.com/rulebook/mrx/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
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.
[[Page 88434]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Options 7, Section 6, Ports and
Other Services. Specifically, the Exchange proposes to amend the
monthly caps for SQF Ports \4\ and SQF Purge Ports.\5\ The Exchange
also proposes to remove unnecessary rule text from Options 7, Section 6
related to a technology migration. Both changes are explained below.
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\4\ ``Specialized Quote Feed'' or ``SQF'' is an interface that
allows Market Makers to connect, send, and receive messages related
to quotes, Immediate-or-Cancel Orders, and auction responses to the
Exchange. Features include the following: (1) options symbol
directory messages (e.g., underlying and complex instruments); (2)
system event messages (e.g., start of trading hours messages and
start of opening); (3) trading action messages (e.g., halts and
resumes); (4) execution messages; (5) quote messages; (6) Immediate-
or-Cancel Order messages; (7) risk protection triggers and purge
notifications; (8) opening imbalance messages; (9) auction
notifications; and (10) auction responses. The SQF Purge Interface
only receives and notifies of purge requests from the Market Maker.
Market Makers may only enter interest into SQF in their assigned
options series. Immediate-or-Cancel Orders entered into SQF are not
subject to the (i) Order Price Protection, Market Order Spread
Protection, and Size Limitation Protection in Options 3, Section
15(a)(1)(A), (1)(B), and (2)(B) respectively, for single leg orders,
or (ii) Complex Order Price Protection as defined in Options 3,
Section 16(c)(1) for Complex Orders. See Supplementary Material
.03(c) to Options 3, Section 7.
\5\ SQF Purge is a specific port for the SQF interface that only
receives and notifies of purge requests from the Market Maker.
Dedicated SQF Purge Ports enable Market Makers to seamlessly manage
their ability to remove their quotes in a swift manner. The SQF
Purge Port is designed to assist Market Makers in the management of,
and risk control over, their quotes. Market Makers may utilize a
purge port to reduce uncertainty and to manage risk by purging all
quotes in their assigned options series. Of note, Market Makers may
only enter interest into SQF in their assigned options series.
Additionally, the SQF Purge Port may be utilized by a Market Maker
in the event that the Member has a system issue and determines to
purge its quotes from the order book.
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Today, MRX assesses $1,250 per port, per month for an SQF Port as
well as an SQF Purge Port. Today, MRX waives one SQF Port fee per
Market Maker per month. Also, today, SQF Ports and SQF Purge Ports are
subject to a monthly cap of $17,500, which cap is applicable to Market
Makers.
At this time, the Exchange proposes to increase the SQF Port and
SQF Purge Port monthly cap fee of $17,500 per month to $27,500 per
month. The Exchange is not amending the $1,250 per port, per month SQF
Port and SQF Purge Port fees and the Exchange would continue to waive
one SQF Port fee per Market Maker per month. As is the case today, the
Exchange would not assess a Member an SQF Port or SQF Purge Port fee
beyond the monthly cap once the Member has exceeded the monthly cap for
the respective month. Despite increasing the monthly cap for SQF Ports
and SQF Purge Ports from $17,500 per month to $27,500 per month, the
Exchange will continue to offer Members the opportunity to cap their
SQF Port and SQF Purge Port fees so that they would not be assessed
these fees beyond the cap. Further, an MRX Market Maker requires only
one SQF Port to submit quotes in its assigned options series into MRX.
An MRX Market Maker may submit all quotes through one SQF Port and
utilize one SQF Purge Port to view its purge requests. While a Market
Maker may elect to obtain multiple SQF Ports and SQF Purge Ports to
organize its business,\6\ only one SQF Port and SQF Purge Port is
necessary for a Market Maker to fulfill its regulatory quoting
obligations.\7\
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\6\ For example, a Market Maker may desire to utilize multiple
SQF Ports for accounting purposes, to measure performance, for
regulatory reasons or other determinations that are specific to that
Member.
\7\ MRX Market Makers have various regulatory requirements as
provided for in Options 2, Section 4. Additionally, MRX Market
Makers have certain quoting requirements with respect to their
assigned options series as provided in Options 2, Section 5. SQF
Ports are the only quoting protocol available on MRX and only Market
Makers may utilize SQF Ports. The same is true for SQF Purge Ports.
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The Exchange proposes to remove the italicized language in Options
7, Section 6 related to a technology migration that took place in 2022.
In 2022, MRX filed a pricing change \8\ to permit Members to request
certain duplicative ports at no additional cost, from November 1, 2022
through December 30, 2022, to facilitate a technology migration. The
rule text related to the 2022 technology migration is no longer
necessary because the migration is complete and the pricing is no
longer applicable. At this time, the Exchange proposes to remove this
rule text.
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\8\ See Securities Exchange Act Release No. 96120 (October 21,
2022), 87 FR 65105 (October 27, 2022) (SR-MRX-2022-21) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Options 7 in Connection With a Technology Migration).
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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 Sections
6(b)(4) and 6(b)(5) of the Act,\10\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees, and other
charges among members and issuers and other persons using any facility,
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4) and (5).
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The proposed pricing change to increase the monthly cap applicable
to SQF Ports and SQF Purge Ports is reasonable in several respects. As
a threshold matter, the Exchange is subject to significant competitive
forces in the market for options securities transaction services that
constrain its pricing determinations in that market. The fact that this
market is competitive has long been recognized by the courts. In
NetCoalition v. Securities and Exchange Commission, the D.C. Circuit
stated as follows: ``[n]o one disputes that competition for order flow
is `fierce.' . . . As the SEC explained, `[i]n the U.S. national market
system, buyers and sellers of securities, and the broker-dealers that
act as their order-routing agents, have a wide range of choices of
where to route orders for execution'; [and] `no exchange can afford to
take its market share percentages for granted' because `no exchange
possesses a monopoly, regulatory or otherwise, in the execution of
order flow from broker dealers'. . . .'' \11\
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\11\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, 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.'' \12\
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\12\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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Numerous indicia demonstrate the competitive nature of this market.
Within this environment, market participants can freely and often do
shift their order flow among the Exchange and competing venues in
response to changes in their respective pricing schedules.
The proposed pricing change to increase the SQF Port and SQF Purge
Port monthly cap from $17,500 per month to $27,500 per month is
reasonable because despite the increase in the monthly cap, the
Exchange will
[[Page 88435]]
continue to offer Members the opportunity to cap their SQF Port and SQF
Purge Port fees so that they would not be assessed these fees beyond
the cap. Additionally, an MRX Market Maker requires only one SQF Port
to submit quotes in its assigned options series into MRX. An MRX Market
Maker may submit all quotes through one SQF Port and utilize one SQF
Purge Port to view its purge requests. While a Market Maker may elect
to obtain multiple SQF Ports and SQF Purge Ports to organize its
business,\13\ only one SQF Port and SQF Purge Port is necessary for a
Market Maker to fulfill its regulatory quoting obligations.\14\
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\13\ For example, a Market Maker or may desire to utilize
multiple SQF Ports for accounting purposes, to measure performance,
for regulatory reasons or other determinations that are specific to
that Member.
\14\ MRX Market Makers have various regulatory requirements as
provided for in Options 2, Section 4. Additionally, MRX Market
Makers have certain quoting requirements with respect to their
assigned options series as provided in Options 2, Section 5. SQF
Ports are the only quoting protocol available on MRX and only Market
Makers may utilize SQF Ports.
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The Exchange's proposed pricing change to increase the SQF Port and
SQF Purge Port monthly cap from $17,500 per month to $27,500 per month
is equitable and not unfairly discriminatory because the Exchange would
uniformly not assess any Market Makers that exceeded the proposed
monthly cap any SQF Port and SQF Purge Port fees for that month beyond
the cap. Market Makers are the only market participants that are
assessed SQF Port and SQF Purge Port fees because they are the only
market participants that are permitted to quote on the Exchange.
The Exchange's proposal to remove the italicized language in
Options 7, Section 6 related to a technology migration that took place
in 2022 is reasonable, equitable and not unfairly discriminatory
because the rule text related to the technology migration is no longer
necessary because the migration is complete and the fees are no longer
applicable. No Member is subject to the pricing described for the 2022
technology migration.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
Intermarket Competition
The proposal does not impose an undue burden on intermarket
competition. The Exchange believes its proposal remains competitive
with other options markets who also offer order entry protocols. The
Exchange notes that it operates in a highly competitive market in which
market participants can readily favor competing venues 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. Because competitors are free to modify their own
fees in response, and because market participants may readily adjust
their order routing practices, the Exchange believes that the degree to
which fee changes in this market may impose any burden on competition
is extremely limited.
Intramarket Competition
The Exchange's proposed pricing change to increase the SQF Port and
SQF Purge Port monthly cap from $17,500 per month to $27,500 per month
does not impose an undue burden on competition because the Exchange
would uniformly not assess any Market Makers that exceeded the proposed
monthly cap any SQF Port and SQF Purge Port fees for that month beyond
the cap. Market Makers are the only market participants that are
assessed SQF Port and SQF Purge Port fees because they are the only
market participants that are permitted to quote on the Exchange. The
Exchange's proposal to remove the italicized language in Options 7,
Section 6 related to a technology migration that took place in 2022
does not impose an undue burden on competition because the rule text
related to the technology migration is no longer necessary because the
migration is complete and the fees are no longer applicable. No Member
is subject to the pricing described for the 2022 technology migration.
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.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\15\ 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: (i) necessary or appropriate in the public
interest; (ii) for the protection of investors; or (iii) 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.
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\15\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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#1a686f767f37797577777f746e695a697f79347d756c"><span class="__cf_email__" data-cfemail="b8cacdd4dd95dbd7d5d5ddd6cccbf8cbdddb96dfd7ce">[email protected]</span></a>. Please include
file number SR-MRX-2023-25 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-MRX-2023-25. 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 publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
[[Page 88436]]
submissions should refer to file number SR-MRX-2023-25 and should be
submitted on or before January 11, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-28040 Filed 12-20-23; 8:45 am]
BILLING CODE 8011-01-P
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