Notice2025-06764

Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Phlx's Complex Order Functionality

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Published
April 21, 2025

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 90 Issue 75 (Monday, April 21, 2025)</title>
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[Federal Register Volume 90, Number 75 (Monday, April 21, 2025)]
[Notices]
[Pages 16731-16758]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-06764]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102862; File No. SR-Phlx-2025-17]


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change to Amend Phlx's 
Complex Order Functionality

April 15, 2025.
    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 3, 2025, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``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 is filing a rule change in connection with a 
technology migration. Specifically, the Exchange proposes to adopt: (1) 
Legging Order functionality identical to ISE and MRX Options 3, Section 
7(k); (2) Complex Order functionality identical to ISE and MRX Options 
3, Section 14; and (3) Complex Order Risk Protections identical to ISE 
and MRX Options 3, Section 16. With this proposal, the Exchange would 
amend rule text in the following Options 3 rules related to Complex 
Order functionality: Section 7, Types of Orders and Order and Quote 
Protocols; Section 9, Trading Halts; Section 14, Complex Orders; 
Section 15, Simple Order Risk Protections; and Section 16, Complex 
Order Risk Protections. The Exchange also proposes to amend rule text 
in Options 5, Section 4, Order Routing and Options 8, Section 32, Types 
of Floor-Based (Non-System) Orders. Finally, the Exchange proposes to 
amend certain definitions and citations in Options 1, Section 1, 
Definitions; Options 2, Section 1, Application for Approval as an SQT, 
RSQT, or RSQTO and Assignment in Options; Options 4C, Section 2, 
Definitions, and Section 5, Series of U.S. Dollar-Settled Foreign 
Currency Options Contracts Open for Trading; and Options 7, Section 1, 
General Provisions.
    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings">https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings</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.

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

Purpose
    In connection with a technology migration to an enhanced Nasdaq, 
Inc. (``Nasdaq'') functionality that will result in higher performance, 
scalability, and more robust architecture, the Exchange intends to 
align all complex order functionality on Phlx to Nasdaq ISE, LLC 
(``ISE'') and Nasdaq MRX, LLC (``MRX'') complex order functionality. 
Specifically, the Exchange proposes to

[[Page 16732]]

adopt: (1) Legging Order functionality identical to ISE and MRX Options 
3, Section 7(k); (2) Complex Order functionality identical to ISE and 
MRX Options 3, Section 14; and (3) Complex Order Risk Protections 
identical to ISE and MRX Options 3, Section 16. With this proposal, the 
Exchange would amend rule text in the following Options 3 rules related 
to Complex Order functionality: Section 7, Types of Orders and Order 
and Quote Protocols; Section 9, Trading Halts; Section 14, Complex 
Orders; Section 15, Simple Order Risk Protections; and Section 16, 
Complex Order Risk Protections. The Exchange also proposes to amend 
rule text in Options 5, Section 4, Order Routing and Options 8, Section 
32, Types of Floor-Based (Non-System) Orders. Finally, the Exchange 
proposes to amend certain definitions and citations in Options 1, 
Section 1, Definitions; Options 2, Section 1, Application for Approval 
as an SQT, RSQT, or RSQTO and Assignment in Options; Options 4C, 
Section 2, Definitions, and Section 5, Series of U.S. Dollar-Settled 
Foreign Currency Options Contracts Open for Trading; and Options 7, 
Section 1, General Provisions. Each change will be described below.
Legging Order Functionality
    The Exchange proposes to amend the Legging Order type currently 
located at Options 3, Section 7(b)(10) that provides,

    Legging Order. A Legging Order is a Limit Order on the regular 
order book in an individual series that represents one leg of a two-
legged Complex Order (which improves the cPBBO) that is to buy or 
sell an equal quantity of two options series resting on the CBOOK. 
Legging Orders are firm orders that are included in the Exchange's 
displayed best bid or offer. Legging Orders are not routable and are 
Limit Orders with a time-in-force of DAY, as they represent an 
individual component of a Complex Order.
    (A) A Legging Order may be automatically generated for one leg 
of a Complex Order at a price: (i) that matches or improves upon the 
best Phlx displayed bid or offer; and (ii) at which the net price 
can be achieved when the other leg is executed against the best 
displayed bid or offer (other than Legging Orders). Legging Orders 
will not be generated if the Exchange or a particular option has not 
opened, is halted or is otherwise not available for trading. 
Similarly, the particular Complex Order Strategy must be available 
for trading.
    (B) A Legging Order will not be created: (i) at a price that 
locks or crosses the best bid or offer of another exchange, (ii) if 
there is an auction on either side or a Posting Period under Options 
3, Section 15 regarding Acceptable Trade Range on the same side in 
progress in the series, (iii) the price of the Complex Order is 
outside of the ACE Parameter of paragraph (i), (iv) if there is 
already a Legging Order in that series on the same side of the 
market at the same price (unless it has priority based on the 
participant type, under existing Exchange rules), or (v) for a 
Complex Order if the generated Legging Order would immediately cause 
resting Legging Orders to be removed pursuant to section 
(f)(iii)(C)(4)(ix) below. Legging Orders may be generated and 
executed in an increment other than the minimum increment for that 
series and will be ranked on the order book at its generated price 
and displayed at a price that is rounded to the nearest minimum 
increment for that series. Two Legging Orders relating to the same 
Complex Order can be generated, but only one of those can execute as 
part of the execution of a particular Complex Order.
    (C) A Legging Order is executed only after all other executable 
orders (including any non-displayed size) and quotes at the same 
price are executed in full. When a Legging Order is executed, the 
other leg of the Complex Order will be automatically executed 
against the displayed best bid or offer on the Exchange and any 
other Legging Order based on that Complex Order will be removed.
    (D) A Legging Order is automatically removed from the regular 
order book: (i) if the price of the Legging Order is no longer at 
the Exchange's displayed best bid or offer on the regular Limit 
Order book, (ii) if execution of the Legging Order would no longer 
achieve the net price of the Complex Order when the other leg is 
executed against the Exchange's best displayed bid or offer on the 
regular Limit Order book (other than another Legging Order), (iii) 
if the Complex Order is executed in full or in part, (iv) if the 
Complex Order is cancelled or modified, (v) if the price of the 
Complex Order is outside the ACE Parameter of paragraph (i), (vi) 
upon receipt of a Qualified Contingent Cross Order which includes a 
component in which there is a Legging Order, an order that will 
trigger an auction under Exchange rules in a component in which 
there is a Legging Order (whether a buy order or a sell order), or 
pursuant to Options 3, Section 13(f) a PIXL Order for the account of 
a public customer paired with an order for the account of a public 
customer, (vii) if a Legging Order is generated by a different 
Complex Order in the same leg at a better price or the same price 
for a participant with a higher priority, (viii) if a Complex Order 
is marketable against the cPBBO where a Legging Order is present and 
has more than one leg in common with the existing Complex Order that 
generated the Legging Order, (ix) if a Complex Order becomes 
marketable against multiple Legging Orders, (x) if a Complex Order 
consisting of an unequal quantity of components is marketable 
against the cPBBO where a Legging Order is present but cannot be 
executed due to insufficient size in at least one of the components 
in the cPBBO, or (xi) when the Legging Order is on the book at a 
price which is not at the minimum price increment and which is more 
aggressive than the same side PBBO, and an away market moves to lock 
the PBBO (which is also the NBBO).

    The Exchange proposes to relocate Options 3, Section 7(b)(10) to 
Options 3, Section 7(k) and expand and amend the description of Legging 
Orders to add detail to describe the current System functionality and 
describe changes to the functionality. The proposed functionality of 
Legging Orders is identical to the functionality in ISE and MRX Options 
3, Section 7(k).
    Generally, the Exchange proposes to amend the phrase ``regular 
limit order book'' throughout Options 3, Section 7(k) to instead state 
``single-leg limit order book'' to conform the rule text to the order 
book description in ISE and MRX Options 3, Section 7(k).
    With respect to the first paragraph of Options 3, Section 7(k), in 
order to make the rule text identical to ISE and MRX Options 3, Section 
7(k), the Exchange proposes to remove the words ``(which improves the 
cPBBO),'' add ``resting on the top of the Complex Order Book'' and 
replace the term ``CBOOK'' with ``Exchange's Complex Order Book''. 
These changes are non-substantive and are meant to harmonize the 
language in Phlx's Legging Order rule to that of ISE and MRX. Further, 
the Exchange proposes to amend the last sentence of Options 3, Section 
7(k) which currently states, ``Legging Orders are not routable and are 
Limit Orders with a time-in-force of DAY, as they represent an 
individual component of a Complex Order.'' The Exchange would instead 
provide, ``Legging Orders are not routable and have a TIF of Day.'' The 
Exchange believes the first sentence of Options 3, Section 7(k) 
specifies that Legging Orders are Limit Orders. All Legging Orders are 
Day Orders.
    The Exchange proposes to add a new second paragraph to Options 3, 
Section 7(k), which is identical to ISE and MRX Options 3, Section 
7(k), to specifically explain the way the System will generate a 
Legging Order. The Exchange proposes to state,

    The System will evaluate whether Legging Orders may be generated 
(1) when a Complex Options Order enters the Complex Order Book, and 
(2) after a time interval (to be determined by the Exchange, not to 
exceed 1 second) when the NBBO or Exchange best bid or offer in any 
component of a Complex Options Order changes. The Exchange may 
determine to limit the number of Legging Orders generated on an 
objective basis and may determine to remove existing Legging Orders 
in order to maintain a fair and orderly market in times of extreme 
volatility or uncertainty. Legging Orders are treated as having no 
Public Customer or Market Maker capacity on the single-leg order 
book, regardless of being generated from Public Customer or Market 
Maker Complex Options Orders.


[[Page 16733]]


    The Exchange proposes to make clear that the System will evaluate 
whether Legging Orders may be generated, which occurs at the time a 
Complex Options Order \3\ enters the Complex Order Book and after a 
time interval (to be determined by the Exchange, not to exceed 1 
second) \4\ when the NBBO or Exchange best bid or offer in any 
component of a Complex Options Order changes. This is the manner in 
which the System operates today. The Exchange proposes to state that it 
may determine to limit the number of Legging Orders generated on an 
objective basis and may determine to remove existing Legging Orders, 
and cease the creation of additional Legging Orders, to maintain a fair 
and orderly market in times of extreme volatility or uncertainty. This 
rule text currently exists in Phlx Options 3, Section 14(f)(iii)(C).\5\ 
This limitation assists the Exchange in managing the number of Legging 
Orders generated to ensure that Legging Orders do not negatively impact 
the Exchange's System capacity and performance so that the Exchange may 
maintain a fair and orderly market in times of extreme volatility or 
uncertainty. Of note, the Exchange does not limit the generation of 
Legging Orders on the basis of the entering member or member 
organization or the member category of the order (i.e., Professional or 
Public Customer).
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    \3\ The Exchange is amending Options 3, Section 14 to define a 
Complex Options Order in this rule change. The Exchange proposes to 
generally replace ``Complex Order'' with ``Complex Options Order.''
    \4\ Today, Phlx's time interval is set to 500 milliseconds and 
will become 100 milliseconds with the proposal.
    \5\ Phlx's rule states, in part, in Options 3, Section 
14(f)(iii)(C) that, ``. . . The System will evaluate the CBOOK when 
a Complex Order enters the CBOOK and at a regular time interval, to 
be determined by the Exchange (which interval shall not exceed 1 
second), following a change in the national best bid and/or offer 
(``NBBO'') or Phlx best bid and/or offer (``PBBO'') in any component 
of a Complex Order eligible to generate Legging Orders, to determine 
whether Legging Orders may be generated. The Exchange may determine 
to limit the number of Legging Orders generated on an objective 
basis and may determine to remove existing Legging Orders in order 
to maintain a fair and orderly market in times of extreme volatility 
or uncertainty.''
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    Finally, the Exchange proposes to provide that Legging Orders are 
treated as having no Public Customer capacity or Market Maker capacity 
on the single leg order book, regardless of being generated from Public 
Customer or Market Maker Complex Options Orders. A Legging Order is 
handled in the same manner as other orders on the single-leg order book 
except as otherwise provided in Options 3, Section 7(k), and is 
executed only after all other executable orders and quotes at the same 
price are executed in full. When a Legging Order is executed, the other 
component of the Complex Order on the Complex Order Book will be 
automatically executed against the best bid or offer on the Exchange. 
ISE has identical functionality at Options 3, Section 7(k). 
Additionally, this rule text at proposed Options 3, Section 7(k) \6\ 
represents current System functionality. The Exchange believes that a 
Legging Order, created for the execution of a Complex Order, should not 
be afforded priority over resting orders and quotes on the single-leg 
order book, and therefore has determined to protect the priority on the 
single-leg order book of such resting orders and quotes. Miami 
International Securities Exchange, LLC (``MIAX'') similarly executes a 
derived order only after all other executable orders and quotes at the 
same price are executed in full.\7\ ISE and MRX have identical rule 
text at Options 3, Section 7(k) except that Phlx will allocate executed 
orders pursuant to its allocation model at Phlx Options 3, Section 
10(a)(1)(E). ISE and MRX allocate executed orders pursuant to their 
allocation models in ISE and MRX Options 3, Section 10. Legging Orders 
would receive the allocation applicable to all other remaining interest 
in 10(a)(1)(G).
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    \6\ The last sentence of Options 3, Section 7(k) states that a 
Legging Orders are treated as having no Public Customer or Market 
Maker capacity on the single-leg order book, regardless of being 
generated from Public Customer or Market Maker Complex Options 
Orders.
    \7\ See MIAX Rule 518(a)(9)(iv). See also Securities Exchange 
Act Release No. 79072 (October 7, 2016), 81 FR 71131 (October 14, 
2016) (SR-MIAX-2016-26) (Order Approving a Proposed Rule Change to 
Adopt New Rules to Govern the Trading of Complex Orders).
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    The Exchange proposes to amend Options 3, Section 7(k)(1) and add 
the title ``Generation of Legging Orders'' to describe the contents of 
the paragraph. The Exchange proposes to amend the rule text which 
currently states,

    [a] Legging Order may be automatically generated for one leg of 
a Complex Order at a price: (i) that matches or improves upon the 
best Phlx displayed bid or offer; and (ii) at which the net price 
can be achieved when the other leg is executed against the best 
displayed bid or offer (other than Legging Orders). Legging Orders 
will not be generated if the Exchange or a particular option has not 
opened, is halted or is otherwise not available for trading. 
Similarly, the particular Complex Order Strategy must be available 
for trading.

    The Exchange proposes to instead provide in Options 3, Section 
7(k)(1) that,

    [a] Legging Order may be automatically generated for one or both 
leg(s) of a Complex Options Order resting on top of the Complex 
Order Book at a price: (i) that matches or improves upon the best 
displayed bid or offer on the single-leg limit order book; and (ii) 
at which the net price can be achieved when the other leg is 
executed against the best displayed bid or offer on the single-leg 
limit order book, excluding Legging Orders. Legging Orders will be 
generated and executed in the minimum increment for that options 
series.

    The Exchange is proposing to add ``or both leg(s)'' to the first 
sentence of proposed Options 3, Section 7(k)(1) (current Options 3, 
Section 7(b)(10)(A)) to make clear a Legging Order may be generated for 
each leg of a two-legged Complex Order. This proposed change is new to 
Phlx. Today, on Phlx, a Legging Order may be automatically generated 
for one leg of a Complex Order at a price: (i) that matches or improves 
upon the best Phlx displayed bid or offer; and (ii) at which the net 
price can be achieved when the other leg is executed against the best 
displayed bid or offer (other than Legging Orders). Legging Orders will 
not be generated if the Exchange or a particular option has not opened, 
is halted or is otherwise not available for trading. Similarly, the 
particular Complex Order Strategy must be available for trading. At 
this time, the Exchange proposes to align Phlx's Legging Order 
functionality with ISE and MRX Options 3, Section 7(k)(3) which differs 
so that they will be identical. ISE and MRX permit two Legging Orders 
related to the same Complex Options Order to be generated, and both can 
execute as part of the execution of a particular Complex Options Order. 
With this change, Phlx notes that Legging Orders may be generated for 
each leg of a two-legged Complex Orders with the same quantity on both 
legs. Automatically generating Legging Orders, which will only be 
executed after all other executable interest at the same price 
(including non-displayed interest) is executed in full, will provide 
additional execution opportunities for Complex Orders, without 
negatively impacting any investors in the single-leg market. In fact, 
the generation of Legging Orders may enhance execution quality for 
investors in the single-leg market by improving the price and/or size 
of the PBBO and by providing additional execution opportunity for 
resting orders on the single-leg order book. The generation of Legging 
Orders is fully compliant with all regulatory requirements. In 
particular, Legging Orders are firm orders that will be displayed at 
the PBBO. Also, a Legging Order will be automatically removed if it is 
no longer displayable at the PBBO or if the net price of the Complex 
Order

[[Page 16734]]

can no longer be achieved. Finally, the generation of Legging Orders is 
limited in scope, as they may be generated only for Complex Options 
Orders with two legs. Additionally, as noted herein, the Exchange will 
closely manage and curtail the generation of Legging Orders to assure 
that they do not negatively impact system capacity and performance. 
Today, two legging orders may be generated from the same Complex 
Options Order on ISE and MRX pursuant to Options 3, Section 7(k)(1).
    The addition of ``resting on the top of the Complex Order Book'' in 
the first sentence of proposed Options 3, Section 7(k)(1) (current 
Options 3, Section 7(b)(10)(A)) will make clear that the priority of 
orders in the Complex Order Book controls with respect to the 
generation of Legging Orders. The addition of this language is intended 
to provide greater detail with respect to the generation of Legging 
Order and reflects current System behavior. The proposed language is 
identical to ISE and MRX rule text at Options 3, Section 7(k)(1).
    The Exchange proposes to amend the second sentence of proposed 
Options 3, Section 7(k)(1) (current Options 3, Section 7(b)(10)(A)) to 
add ``on the single-leg limit order book'' in two places to conform to 
the language to ISE and MRX Options 3, Section 7(k)(1). Additionally, 
the Exchange proposes to state ``excluding Legging Orders'' to the end 
of the sentence, instead of ``other than Legging Orders'' to clarify 
the meaning of the current sentence and harmonize the rule text to ISE 
and MRX Options 3, Section 7(k)(1). The Exchange notes that the price 
of a Legging Order is not considered in the PBBO for purposes of 
determining whether the net price of a Complex Order could be achieved 
were it to generate a Legging Order. Below is an example of the manner 
in which the current System calculates the net price and excludes a 
Legging Order.
Example #1
Assume
Leg A is quoted 4.20 (100) x 4.25 (100)
Leg B is quoted 4.00 (100) x 4.10 (100)
Leg C is quoted 3.80 (100) x 3.90 (100)
Create A-B strategy, ratio of 1. cBBO \8\ for A-B is 0.10 x 0.25
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    \8\ The cBBO is the net best bid or offer comprised of the best 
bids and offers of the individual legs of the complex strategy.
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Create B-C strategy, ratio of 1. cBBO for B-C is 0.10 x 0.30
Generation of Legging Orders
Complex Order is entered to Buy A-B 10 @ 0.20
System generates Legging Order on Leg A's bid @ 4.20
System generates Legging Order on Leg B's offer @ 4.05
Complex Order is entered to Buy B-C 10 @ 0.20
System generates Legging Order on Leg B's bid @ 4.00
System generates Legging Order on Leg C's offer @ 3.90
Executions
    If Complex Order B-C sold leg C @ 3.90, it would have to buy Leg 
B for 4.10 or less to satisfy its net price of 0.20. Given that a 
Legging Order is available on Leg B's offer at 4.05, this Legging 
Order on Leg C would have been able to generate at 3.85 instead of 
3.90 if the Legging Order at 4.05 was included in the calculation of 
possible net execution price, but since it is not, the Legging Order 
is generated at 3.90 on Leg C's offer instead of 3.85.\9\
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    \9\ Furthermore, if a single-leg order arrives to buy for 3.90 
on Leg C, the B-C strategy trades with the 4.10 offer of Leg B and 
the 4.05 Legging Order is removed.

    The Exchange is removing the last two sentences of proposed Options 
3, Section 7(k)(1) \10\ (current Options 3, Section 7(b)(10)(A)) 
because that concept is being relocated to proposed new paragraph 
Options 3, Section 7(k)(2) as described below.
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    \10\ The last two sentences of Options 3, Section 7(k)(1) state, 
``Legging Orders will not be generated if the Exchange or a 
particular option has not opened, is halted or is otherwise not 
available for trading. Similarly, the particular Complex Order 
Strategy must be available for trading.''
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    Finally, the Exchange proposes to add a sentence to proposed 
Options 3, Section 7(k)(1) (current Options 3, Section 7(b)(10)(A)) 
which states, ``Legging Orders will be generated and executed in the 
minimum increment for that options series.'' Options 3, Section 3 
describes the minimum increments for options traded on MRX. This rule 
makes clear that the minimum increment rule in Options 3, Section 3 is 
applicable to Legging Orders. This amendment would modify the current 
System behavior. Today, on Phlx, Legging Orders may be generated and 
executed in an increment other than the minimum increment for that 
series and will be ranked on the order book at its generated price and 
displayed at a price that is rounded to the nearest minimum increment 
for that series. The Exchange proposes to modify the behavior to be 
identical to ISE and MRX Options 3, Section 7(k)(1). Additionally, MIAX 
Rule 518(a)(9)(iii) similarly provides that MRX's derived orders will 
not be created at a price increment less than the minimum established 
by Rule 510.\11\
---------------------------------------------------------------------------

    \11\ MIAX Rule 510 specifies the minimum increments for options 
traded on MIAX.
---------------------------------------------------------------------------

    The Exchange proposes to add a title ``When Legging Orders Will Not 
Be Generated'' to proposed Options 3, Section 7(k)(2) (current Options 
3, Section 7(b)(10)(B)) to describe the contents of the paragraph. The 
Exchange proposes to state in proposed Options 3, Section 7(k)(2),

    When Legging Orders Will Not Be Generated. A Legging Order will 
not be generated: (i) at a price that locks or crosses the best bid 
or offer of another exchange, (ii) if there is a complex auction on 
either side in the Complex Options Strategy, or a single-leg auction 
on either side in any component of the Complex Options Strategy, or 
a Posting Period in progress on the same side in the series, 
pursuant to Options 3, Section 15 regarding Acceptable Trade Range; 
(iii) if the price of the leg(s) of a Complex Options Order is 
outside of the price limits described in Options 3, Section 16(a); 
(iv) if there is already a Legging Order in that options series on 
the same side of the market at the same price; or (v) for Complex 
Orders with 2 option legs, where both legs are buying or both legs 
are selling and both legs are calls or both legs are puts, as 
described in Options 3, Section 14(d)(3)(A); or (vi) if the Exchange 
has not opened; or a particular option series has not opened or such 
options series is halted.

This paragraph is intended to describe when Legging Orders will not be 
generated.
    The Exchange proposes to add rule text in proposed Options 3, 
Section 7(k)(2)(ii) (current Options 3, Section 7(b)(10)(B)(ii)) 
concerning ``if there is an auction on either side or a Posting Period 
under Options 3, Section 15 regarding Acceptable Trade Range (``ATR'') 
\12\ on the same side in progress in the series.'' The Exchange 
proposes to specifically note ``complex auction'' and proposes to 
clarify that it is a complex auction on either side in the Complex 
Options Strategy,\13\ or a single-leg auction on either side in any 
component of the Complex Options Strategy, or a Posting Period in 
progress on the same side in the series. This additional rule text is 
intended to bring greater clarity to the scenario that would cause a 
Legging Order not to be generated. The additional language does not 
amend the current System functionality and is

[[Page 16735]]

identical to ISE and MRX Options 3, Section 7(k)(2)(ii).
---------------------------------------------------------------------------

    \12\ ATR is a risk protection, that sets dynamic boundaries 
within which quotes and orders may trade. ATR is designed to guard 
the System from experiencing dramatic price swings by preventing the 
immediate execution of quotes and orders beyond the thresholds set 
by this risk protection.
    \13\ As proposed in Options 3, Section 14 below, a Complex 
Options Strategy is the simultaneous purchase and/or sale of two or 
more different options series in the same underlying security, for 
the same account, in a ratio that is equal to or greater than one-
to-three (.333) and less than or equal to three-to-one (3.00) and 
for the purpose of executing a particular investment strategy. Only 
those Complex Options Strategies with no more than the applicable 
number of legs, as determined by the Exchange on a class-by-class 
basis, are eligible for processing. See proposed Options 3, Section 
14(a)(1).
---------------------------------------------------------------------------

    Next, the Exchange proposes to amend the provision in Options 3, 
Section 7(b)(10)(D)(iii) that provides, ``the price of the Complex 
Order is outside of the ACE Parameter of paragraph (i).'' The Exchange 
instead proposes to state, ``if the price of the leg(s) of a Complex 
Options Order is outside of the price limits described in Options 3, 
Section 16(a).'' First, the price of the ``leg(s)'' of the Complex 
Options Order is what is looked at in this scenario, adding ``leg(s)'' 
is intended to clarify the current rule text. Second, the Exchange 
proposes to amend the complex order risk protections in Options 3, 
Section 16 to replace them with the identical risk protections that 
exist on ISE and MRX Options 3, Section 16. With this rule proposal, 
the Exchange intends to remove the existing ACE Parameter described in 
Options 3, Section 16(i) and replace it with price limits which are 
identical to ISE and MRX price limits at Options 3, Section 16(a). The 
proposed changes to Options 3, Section 16 risk protections for Complex 
Orders will be explained below in this rule change in the section 
related to Complex Order risk protections. With this change, in the 
instance where a Legging Order generated is currently outside the price 
parameter (because the ABBO has moved), the System will remove the 
Legging Order that was outside the price limits pursuant to proposed 
Options 3, Section 7(k)(2)(iii) and will attempt to re-generate a new 
Legging Order that is within the price limits described in Options 3, 
Section 16(a) as proposed in Options 3, Section 7(k)(4)(v). This 
behavior is similar to current Phlx behavior except that the price 
limits are being replaced with limits utilized on ISE and MRX.
    The Exchange proposes removing the phrase ``(unless it has priority 
based on the participant type, under existing Exchange rules)'' from 
Options 3, Section 7(b)(10)(D)(iv). The Exchange notes in the proposed 
new rule text in the second paragraph of Options 3, Section 7(k) that 
``Legging Orders are treated as having no Public Customer or Market 
Maker capacity on the single-leg order book, regardless of being 
generated from Public Customer or Market Maker Complex Options 
Orders''. With this proposal, a higher priority Legging Order (i.e., 
Customer) at the same price as a resting Legging Order would not cause 
the prior to be removed and replaced with the Customer order, rather 
Phlx would preserve the prior Legging Order similar to ISE and MRX.
    The Exchange proposes to remove current Options 3, Section 
7(b)(10)(D)(v) which states,

    A Legging Order will not be generated: (v) for a Complex Order 
if the generated Legging Order would immediately cause resting 
Legging Orders to be removed pursuant to section (f)(iii)(C)(4)(ix) 
below. Legging Orders may be generated and executed in an increment 
other than the minimum increment for that series and will be ranked 
on the order book at its generated price and displayed at a price 
that is rounded to the nearest minimum increment for that series.

    The Exchange proposes to replace the aforementioned rule text with 
``A Legging Order will not be generated: (v) for Complex Orders with 2 
option legs, where both legs are buying or both legs are selling and 
both legs are calls or both legs are puts, as described in Options 3, 
Section 14(d)(3)(A).'' Today, ISE and MRX Options 3, Section 
14(d)(3)(A) provides for this limitation. The Exchange is proposing to 
adopt the provision in ISE and MRX Options 3, Section 14(d)(3)(A) into 
Phlx's rules, as proposed below. With the addition of this limitation, 
Phlx proposes to adopt the same rule text within ISE and MRX Options 3, 
Section 7(k)(2)(v). With this change, Phlx adopts the same Complex 
Order functionality as ISE and MRX at Options 3, Section 14. The 
current functionality described in Phlx Options 3, Section 
14(f)(iii)(C)(4)(ix) would be removed from Phlx Rules and is therefore 
no longer applicable.
    The Exchange relocated the sentence related to minimum increments 
in current Options 3, Section 7(b)(10)(B) to the end of proposed 
Options 3, Section 7(k)(1) and amended it. The rule text that is in 
current Options 3, Section 7(b)(10)(B) provides, ``Two Legging Orders 
relating to the same Complex Order can be generated, but only one of 
those can execute as part of the execution of a particular Complex 
Order'' is being relocated to the end of proposed Options 3, Section 
7(k)(3) and amended. The Exchange proposes to add a new Options 3, 
Section 7(k)(2)(vi) that states, ``if the Exchange has not opened; or a 
particular option series has not opened or such options series is 
halted.'' The Exchange has a similar rule in Phlx Options 3, Section 
14(f)(iii)(C)(1).\14\ Since a complex strategy must be available for 
trading to generate a Legging Order, the failure of an options series 
that is a component of the complex strategy to open or a subsequent 
halt would cause Legging Orders not to generate. The Exchange believes 
that permitting both Legging Orders to execute as part of the execution 
of a particular Complex Options Order will allow more Complex Orders to 
execute while the price of the leg(s) will continue to be bounded by 
the price limits described in Options 3, Section 16(a).\15\ By way of 
example,
---------------------------------------------------------------------------

    \14\ Phlx Options 3, Section 14(f)(iii)(C)(1) states, in part, 
that Legging Orders will not be generated if the Exchange or a 
particular option has not opened, is halted or is otherwise not 
available for trading. MRX believes that not opening and a halt are 
the two possible scenarios and therefore Phlx's rule and MRX's rule 
are identical in this regard.
    \15\ Proposed Options 3, Section 16(a) provides that, as 
provided in Options 3, Section 14(d)(2), the legs of a complex 
strategy may be executed at prices that are inferior to the prices 
available on other exchanges trading the same options series. 
Notwithstanding, the System will not permit any leg of a complex 
strategy to trade through the NBBO for the series or any stock 
component by a configurable amount calculated as the lesser of (i) 
an absolute amount not to exceed $0.10, and (ii) a percentage of the 
NBBO not to exceed 500%, as determined by the Exchange on a class, 
series or underlying basis. A member can also include an instruction 
on a Complex Order that each leg of the Complex Order is to be 
executed only at a price that is equal to or better than the NBBO on 
the opposite side for the options series or any stock component, as 
applicable (``Do-Not-Trade-Through'' or ``DNTT'').
---------------------------------------------------------------------------

Example #2
Assume:
Complex A-B strategy, ratio of 1:1
Complex 2A-B strategy, ratio of 2:1
MM Quote for leg A 4.20 (100) x 4.50 (100)
MM Quote for leg B 4.00 (100) x 4.10 (100)
Leg Generation:
Complex Order to Buy A-B 10 @ 0.45
System generates a Legging Order on leg A's bid @ 4.45
System generates a Legging Order on leg B's offer @ 4.05
Execution:
Complex Order to Sell 2A-B 5 @ 4.85
2A-B Order trades with Legging Order on leg A 10 @ 4.45
2A-B Order trades with the Legging Order on leg B 5 @ 4.05
A-B trades with MM Quote on leg B 5 @ 4.00

    The Exchange proposes to add the title ``Execution of Legging 
Orders'' to describe the contents of proposed Options 3, Section 
7(k)(3), or current Options 3, Section 7(b)(10)(C). As noted above, the 
Exchange relocated the sentence in current Options 3, Section 
7(b)(10)(B) that provided, ``Two Legging Orders related to the same 
Complex Options Order can be generated, and both can execute as part of 
the execution of a particular Complex Options Order'' to the end of 
proposed Options 3, Section 7(k)(3).
    The Exchange proposes to add the title ``Removal of Generated 
Legging Orders'' to describe the contents of proposed Options 3, 
Section 7(k)(4), or current Options 3, Section 7(b)(10)(D). At the end 
of proposed Options 3, Section 7(k)(4)(i) or current Options 3, Section 
7(b)(10)(D)(i) the Exchange proposes to add ``or is at a price that

[[Page 16736]]

locks or crosses the best bid or offer of another exchange.'' The 
Exchange is rewording the sentence at Options 3, Section 7(b)(D)(xi) 
that states, ``. . . when the Legging Order is on the book at a price 
which is not at the minimum price increment and which is more 
aggressive than the same side PBBO, and an away market moves to lock 
the PBBO (which is also the NBBO).'' Phlx would remove a Legging Order 
if the ABBO locks that order; this behavior is not changing. If the 
Legging Order is at a price that is no longer at the displayed best bid 
or offer on the single-leg limit order book or is at a price that locks 
or crosses the best bid or offer of another exchange, the Legging Order 
will be removed pursuant to proposed Options 3, Section 7(k)(4)(i). 
This behavior is identical with functionality described at ISE and MRX 
Options 3, Section 7(k)(4)(i).
    Current Phlx Options 3, Section 7(b)(10)(D)(ii) currently states, 
``A Legging Order is automatically removed from the regular order book: 
. . . (ii) if execution of the Legging Order would no longer achieve 
the net price of the Complex Order when the other leg is executed 
against the Exchange's best displayed bid or offer on the regular Limit 
Order book (other than another Legging Order) . . .''. The rule text 
language at current Phlx Options 3, Section 7(b)(10)(D)(ii) differs 
from the rule text at ISE and MRX Options 3, Section 7(k)(4). The 
Exchange proposes to amend the rule text at proposed Phlx Options 3, 
Section 7(k)(4) to make the language identical to ISE and MRX Options 
3, Section 7(k)(4) by stating, ``A Legging Order is automatically 
removed from the single-leg limit order book if: . . . (ii) execution 
of the Legging Order would no longer achieve the net price of the 
Complex Options Order when the other leg is executed against the best 
displayed bid or offer on the single-leg limit order book, excluding 
other Legging Orders . . .''.
    Current Phlx Options 3, Section 7(b)(10)(D)(iii) currently states, 
``A Legging Order is automatically removed from the regular order book: 
. . . (iii) if the Complex Order is executed in full or in part.''. The 
rule text language at current Phlx Options 3, Section 7(b)(10)(D)(iii) 
differs from the rule text at ISE and MRX Options 3, Section 7(k)(4). 
The Exchange proposes to make the rule text at Phlx Options 3, Section 
7(b)(10)(D)(iii) identical to the ISE and MRX rule text in Options 3, 
Section 7(k)(4). The Exchange proposes to amend the rule text at 
proposed Phlx Options 3, Section 7(k)(4) to make the language identical 
to ISE and MRX Options 3, Section 7(k)(4) by stating, ``A Legging Order 
is automatically removed from the single-leg limit order book if: . . . 
(iii) the Complex Options Order is executed in full or in part on the 
Complex Order Book . . .''.
    Current Phlx Options 3, Section 7(b)(10)(D)(v) currently states, 
``A Legging Order is automatically removed from the regular order book: 
. . . (v) if the price of the Complex Order is outside the ACE 
Parameter of paragraph (i) . . .''. The Exchange instead proposes to 
state in proposed Options 3, Section 7(k)(2)(iv), ``A Legging Order is 
automatically removed from the single-leg limit order book if: . . . if 
the price of the leg(s) of a Complex Options Order is outside of the 
price limits described in Options 3, Section 16(a) . . .''. First, the 
price of the ``leg(s)'' of the Complex Options Order is what is looked 
at in this scenario; adding ``leg(s)'' is intended to clarify the 
current rule text. Second, the Exchange proposes to amend the complex 
order risk protections in Options 3, Section 16 to replace them with 
the identical risk protections that exist on ISE and MRX Options 3, 
Section 16. Similar to proposed Options 3, Section 7(k)(2), the 
Exchange intends to remove the existing ACE Parameter described in 
Options 3, Section 16(i) and replace it with price limits which are 
identical to ISE and MRX price limits at Options 3, Section 16(a). The 
proposed changes to Options 3, Section 16 risk protections for Complex 
Orders will be explained below in this rule change in the section 
related to Complex Order risk protections.
    Under current Options 3, Section 7(b)(1)(vi) a Legging Order is 
removed from the order book upon receipt of Qualified Contingent Cross 
(``QCC'') Order which includes a component with a Legging Order and 
upon receipt of a Public Customer to Public Customer (``C-to-C'') cross 
order, which can be accomplished through a PIXL auction pursuant to 
Options 3, Section 13(f). Similar to ISE and MRX, the Exchange does not 
believe it is necessary to remove a Legging Order upon receipt of a QCC 
or C-to-C order because both a QCC or C-to-C order trade immediately as 
a two-sided order without an auction timer and do not interact with the 
order book. Also, Legging Orders have no priority in the System (even 
if generated from a Public Customer Complex Order or Market Maker 
Complex Order).
    Similar to ISE and MRX Options 3, Section 7(k)(2)(vi), Phlx will 
continue to remove a Legging Order if the System initiates a complex 
auction on either side in the Complex Options Strategy, or the System 
initiates a single-leg auction on either side in any component of the 
Complex Options Strategy. Today, the Phlx rule notes in current Options 
3, Section 7(b)(10)(D)(vi) that ``. . . . an order that will trigger an 
auction under Exchange rules in a component in which there is a Legging 
Order (whether a buy order or a sell order).'' The Exchange is 
proposing to amend the wording of this sentence in proposed Phlx 
Options 3, Section 7(k)(2)(vi) to conform the rule text to ISE and MRX 
Options 3, Section 7(k)(2)(vi).
    Finally, the Exchange proposes to not include in Options 3, Section 
7(k)(3) the rule text in current Options 3, Section 7(b)(10)(D)(viii)-
(xi). First, current Options 3, Section 7(b)(10)(D)(viii) states that a 
Legging Order will be removed from the regular book, ``. . . if a 
Complex Order is marketable against the cPBBO where a Legging Order is 
present and has more than one leg in common with the existing Complex 
Order that generated the Legging Order.'' With this proposal, Phlx will 
permit a Complex Order to trade with two Legging Orders at the same 
time pursuant to proposed Options 3, Section 7(k)(3).\16\ Accordingly, 
current Options 3, Section 7(b)(10)(D)(viii) will no longer be 
applicable and the Exchange proposes to exclude this provision from 
Options 3, Section 7(k)(3). Proposed Phlx Options 3, Section 7(k)(3) is 
identical to ISE and MRX Options 3, Section 7(k)(3).
---------------------------------------------------------------------------

    \16\ Options 3, Section 7(k)(3) states in the last sentence 
that, ``[t]wo Legging Orders related to the same Complex Options 
Order can be generated, and both can execute as part of the 
execution of a particular Complex Options Order.''
---------------------------------------------------------------------------

    Second, the Exchange proposes to exclude from Options 3, Section 
7(k)(2) the rule text in current Options 3, Section 7(b)(10)(D)(ix) 
that states that a Legging Order will be removed from the regular order 
book, ``. . .if a Complex Order becomes marketable against multiple 
Legging Orders.'' Instead, proposed Options 3, Section 7(k)(3) will 
permit a Complex Order to trade with two Legging Orders at the same 
time. Accordingly, the rule text in current Options 3, Section 
7(b)(10)(D)(ix) will no longer be applicable. The proposed Phlx rules 
text at Options 3, Section 7(k)(2) and (3) is identical to ISE and MRX 
Options 3, Section 7(k)(2) and (3).
    Third, the Exchange proposes to exclude from Options 3, Section 
7(k)(2) the rule text in current Options 3, Section 7(b)(10)(D)(x) that 
states that a Legging Order will be removed from the regular order 
book, ``. . .if a Complex Order consisting of an unequal quantity of 
components is marketable against the cPBBO where a Legging Order is 
present but cannot be executed due to insufficient size in at least one 
of the

[[Page 16737]]

components in the cPBBO.'' The Exchange is excluding this text from 
proposed Options 3, Section 7(k)(2) because it is unnecessary with 
these proposed changes. The proposed Phlx rule text at Options 3, 
Section 7(k)(2) is identical to ISE and MRX Options 3, Section 7(k)(2).
    To illustrate the reason for removal, the Exchange utilized the 
below example.
Assume the following:

Exchange BBO Quote Leg A: 4.20 (100) x 4.50 (100)
Exchange BBO Quote Leg B: 4.00 (100) x 4.10 (100)
A-B strategy, ratio of 1:1
2A-B strategy, ratio of 2:1
Complex Order in A-B is entered: Buy 1 @ 0.45
Generates a legging order on leg A's Bid 1 @ 4.45
Generates a legging order on leg B's Offer 1 @ 4.05

    If the Complex Order in 2A-B is entered as Sell 1 @ 4.85, the 
Complex Order could not trade due to insufficient size on Leg A that 
would be needed to satisfy the 2:1 ratio. This Legging Order could 
however rest on the Complex Order Book and the Legging Orders from the 
A-B Buy order would not be removed. This example illustrates that there 
is no need to remove the automatically generated Legging Orders if a 
Complex Order consisting of an unequal quantity of components is 
marketable against the cPBBO where a Legging Order is present but 
cannot be executed due to insufficient size in at least one of the 
components in the cPBBO.
    Fourth, the Exchange proposes to exclude from Options 3, Section 
7(k)(2) the rule text in current Options 3, Section 7(b)(10)(D)(xi) 
that states that a Legging Order will be removed from the regular order 
book, ``. . . when the Legging Order is on the book at a price which is 
not at the minimum price increment and which is more aggressive than 
the same side PBBO, and an away market moves to lock the PBBO (which is 
also the NBBO).'' Today, Phlx generates Legging Orders at non-minimum 
price increments and displays at the closest inferior price increment 
as provided for in Options 3, Section 4.\17\ Today, Phlx would re-price 
the Legging Order to avoid locking and crossing an away market. With 
the proposed amendment, Phlx will amend its rule text to adopt 
identical System behavior to ISE and MRX and would no longer re-price a 
quote, rather Phlx will remove a Legging Order that is at a price that 
is no longer at the displayed best bid or offer on the single-leg limit 
order book or is at a price that locks or crosses the best bid or offer 
of another exchange. As proposed, Options 3, Section 7(k)(4)(i) would 
provide that a Legging Order is automatically removed from the single-
leg limit order book if: . . . the price of the Legging Order is no 
longer at the displayed best bid or offer on the single-leg limit order 
book or is at a price that locks or crosses the best bid or offer of 
another exchange. Proposed Options 3, Section 7(k)(4)(i) is identical 
to ISE and MRX Options 3, 7(k)(4)(i).
---------------------------------------------------------------------------

    \17\ Options 3, Section 4(b)(6) provides that a quote will not 
be executed at a price that trades through another market or 
displayed at a price that would lock or cross another market. If, at 
the time of entry, a quote would cause a locked or crossed market 
violation or would cause a trade-through violation, it will be re-
priced to the current national best offer (for bids) or the current 
national best bid (for offers) as non-displayed and displayed at one 
minimum price variance above (for offers) or below (for bids) the 
national best price.
---------------------------------------------------------------------------

Options 3, Section 14
    As part of its technology migration, the Exchange proposes to 
replace Phlx's Complex Order functionality in Options 3, Section 14, in 
its entirety, with Complex Order functionality identical to ISE and MRX 
Options 3, Section 14. Today, ISE and MRX Complex Order functionality 
is harmonized. Phlx is the only other Nasdaq affiliated options market 
to offer Complex Order functionality among the six Nasdaq affiliated 
options markets. A goal of the technology migration is to harmonize 
rules to permit market participants who are members of multiple Nasdaq 
affiliated options markets to realize the benefits of common 
functionality across its options markets. The proposal will harmonize 
the way Nasdaq affiliated markets handle Complex Orders as the Phlx 
Complex Order functionality would be identical to the ISE and MRX 
Complex Order functionality.
Phlx Complex Order Functionality
Definitions
    Phlx Options 3, Section 14(a) defines a variety of terms including: 
Complex Order,\18\ Complex Order Strategy,\19\
---------------------------------------------------------------------------

    \18\ For purposes of the electronic trading of Complex Orders, a 
Complex Order is an order involving the simultaneous purchase and/or 
sale of two or more different options series in the same underlying 
security, priced as a net debit or credit based on the relative 
prices of the individual components, for the same account, for the 
purpose of executing a particular investment strategy. A Complex 
Order can also be a stock-option order, which is an order to buy or 
sell a stated number of units of an underlying security (stock or 
Exchange Traded Fund Share (``ETF'')) coupled with the purchase or 
sale of options contract(s). The underlying security must be the 
deliverable for the options component of that Complex Order and 
represent exactly 100 shares per option for regular way delivery. 
Stock-option orders can only be executed against other stock-option 
orders and cannot be executed by the System against orders for the 
individual components. Member organizations may only submit Complex 
Orders with a stock/ETF component if such orders comply with the 
Qualified Contingent Trade Exemption from Rule 611(a) of Regulation 
NMS. Member organizations submitting such Complex Orders with a 
stock/ETF component represent that such orders comply with the 
Qualified Contingent Trade Exemption. Members of FINRA or The Nasdaq 
Stock Market (``Nasdaq'') are required to have a Uniform Service 
Bureau/Executing Broker Agreement (``AGU'') with Nasdaq Execution 
Services, LLC (``NES'') in order to trade Complex Orders containing 
a stock/ETF component; firms that are not members of FINRA or Nasdaq 
are required to have a Qualified Special Representative (``QSR'') 
arrangement with NES in order to trade Complex Orders containing a 
stock/ETF component. The maximum number of components of a Complex 
Order is six. A stock-option order may include up to five options 
components (legs). See Options 3, Section 14(a)(i).
    \19\ The term ``Complex Order Strategy'' means a particular 
combination of components of a Complex Order and their ratios to one 
another. The Exchange will calculate both a bid price and an offer 
price for each Complex Order Strategy based on the current PBBO (as 
defined below) for each component of the Complex Order. Each Complex 
Order Strategy will be assigned a strategy identifier by the System. 
See Options 3, Section 14(a)(ii).
---------------------------------------------------------------------------

    PBBO,\20\ cPBBO,\21\ NBBO \22\, cNBBO,\23\ Participant,\24\ Phlx 
market

[[Page 16738]]

maker \25\ and Phlx electronic market maker,\26\ Do Not Auction,\27\ 
Conforming ratio,\28\ and Firm.\29\ Phlx proposes to replace these 
defined terms with definitions that are identical to ISE and MRX 
Options 3, Section 14(a) and is used in the proposed rule. 
Specifically, the Exchange proposes to add the following definitions: 
``Complex Options Strategy'' for complex strategies that have only 
options components, ``Stock-Option Strategy'' for complex strategies 
that have a stock component and a single options component,\30\ and 
``Stock-Complex Strategy'' for complex strategies that have a stock 
component and multiple options components.\31\ The Exchange notes that 
the terms that are being removed are not relevant to the proposed rule 
text or are described in proposed Options 3, Section 14, or would 
retain the meaning of the term as defined in Options 1, Definitions. 
Further, the Exchange proposes to remove the description of Complex 
Orders at Options 3, Section 7(b)(12) and the description of Stock-
Option Orders at Options 3, Section 7(b)(13). These terms relate to the 
current Complex Order functionality at Options 3, Section 14 which is 
being replaced as described herein.
---------------------------------------------------------------------------

    \20\ The term ``PBBO'' means the Phlx Best Bid and/or Offer for 
individual option series. See Options 3, Section 14(a)(iii).
    \21\ The term ``cPBBO'' means the best net debit or credit price 
for a Complex Order Strategy based on the PBBO for the individual 
options components of such Complex Order Strategy, and, where the 
underlying security is a component of the Complex Order, the 
National Best Bid and/or Offer for the underlying security. See 
Options 3, Section 14(a)(iv).
    \22\ The term ``NBBO'' means the National Best Bid and/or Offer 
for an individual option series. See Options 3, Section 14(a)(v).
    \23\ The term ``cNBBO'' means the best net debit or credit price 
for a Complex Order Strategy based on the NBBO for the individual 
options components of a Complex Order Strategy, and, where the 
underlying security is a component of the Complex Order, the 
National Best Bid and/or Offer for the underlying security. See 
Options 3, Section 14(a)(vi).
    \24\ The term ``participant'' means SQTs, RSQTs, Floor Market 
Makers, Lead Market Makers and non-Phlx market makers on another 
exchange; Public Customers, Professionals, Firms, and non-market-
maker off-floor broker-dealers; and Floor Brokers using the Options 
Floor Based Management System. See Options 3, Section 14(a)(vii).
    \25\ The term ``Phlx market maker'' means SQTs, RSQTs, Lead 
Market Makers and Floor Market Maker. See Options 3, Section 
14(a)(vii).
    \26\ The term ``Phlx electronic market maker'' means SQTs, RSQTs 
and Lead Market Makers. See Options 3, Section 14(a)(vii).
    \27\ The term ``Do Not Auction'' means that this Complex Order 
is not ``COLA-eligible,'' as defined in (d)(ii)(B) below and thus 
prevents it from triggering a Complex Order Live Auction, pursuant 
to paragraph (e) below, or joining one that is in progress. (A) DNA 
Orders received prior to the opening or when the Complex Order 
Strategy is not available for trading will be cancelled. (B) DNA 
Orders are cancelled if not immediately executed. (C) DNA Orders 
will initially only be available for Complex Orders consisting of 
more than two options components or where the underlying security is 
a component; once the Exchange has fully rolled out its enhanced 
Complex Order System, which will be announced in an Options Trader 
Alert, DNA Orders will also become available for Complex Orders 
consisting of two options components. See Options 3, Section 
14(a)(viii).
    \28\ The term ``conforming ratio'' is where the ratio between 
the sizes of the options components of a Complex Order is equal to 
or greater than one-to-three (.333) and less than or equal to three-
to-one (3.00). For example, a one-to-two (.5) ratio, a two-to-three 
(.667) ratio, or a two-to-one (2.00) ratio is a conforming ratio, 
whereas a one-to-four (.25) ratio or a four-to-one (4.0) ratio is 
not; where one component of the Complex Order is the underlying 
security, the ratio between any options component and the underlying 
security component must be less than or equal to eight contracts to 
100 shares of the underlying security. See Options 3, Section 
14(a)(ix).
    \29\ The term ``Firm'' means a broker-dealer trading for its own 
(proprietary) account that is: a member of The Options Clearing 
Corporation (``OCC'') or maintains a Joint Back Office (``JBO'') 
arrangement with an OCC member. Unless otherwise specified, Firms 
are included in the category of non-market-maker off-floor broker-
dealer. See Options 3, Section 14(a)(x).
    \30\ By definition, Stock-Option Strategies will have only one 
option leg and one stock leg.
    \31\ Currently, Phlx accepts up to 6 option legs on Complex 
Orders, and Stock-Tied Complex Orders may have up to 5 option legs 
in addition to one stock leg. Currently, ISE and MRX accepts Complex 
Options Strategies with up to 10 options legs, and Stock-Option 
Strategies and Stock-Complex Strategies with up to 9 options legs in 
addition to one stock leg. Phlx would be modified to accept the same 
number of legs as ISE.
---------------------------------------------------------------------------

    Specifically, the Exchange proposes to provide that,

    A Complex Options Strategy is the simultaneous purchase and/or 
sale of two or more different options series in the same underlying 
security, for the same account, in a ratio that is equal to or 
greater than one-to-three (.333) and less than or equal to three-to-
one (3.00) and for the purpose of executing a particular investment 
strategy. Only those Complex Options Strategies with no more than 
the applicable number of legs, as determined by the Exchange on a 
class-by-class basis, are eligible for processing.

    Further, the Exchange proposes to provide that,

    A Stock-Option Strategy is the purchase or sale of a stated 
number of units of an underlying stock or a security convertible 
into the underlying stock (``convertible security'') coupled with 
the purchase or sale of options contract(s) on the opposite side of 
the market representing either (A) the same number of units of the 
underlying stock or convertible security, or (B) the number of units 
of the underlying stock necessary to create a delta neutral 
position, but in no case in a ratio greater than eight-to-one 
(8.00), where the ratio represents the total number of units of the 
underlying stock or convertible security in the option leg to the 
total number of units of the underlying stock or convertible 
security in the stock leg.

    Finally, the Exchange proposes to provide that,

    A Stock-Complex Strategy is the purchase or sale of a stated 
number of units of an underlying stock or a security convertible 
into the underlying stock (``convertible security'') coupled with 
the purchase or sale of a Complex Options Strategy on the opposite 
side of the market representing either (A) the same number of units 
of the underlying stock or convertible security, or (B) the number 
of units of the underlying stock necessary to create a delta neutral 
position, but in no case in a ratio greater than eight-to-one 
(8.00), where the ratio represents the total number of units of the 
underlying stock or convertible security in the option legs to the 
total number of units of the underlying stock or convertible 
security in the stock leg. Only those Stock-Complex Strategies with 
no more than the applicable number of legs, as determined by the 
Exchange on a class-by-class basis, are eligible for processing.

    The applicable number of legs would be determined by Phlx on a 
class-by-class basis independently for Complex Options Strategies and 
Stock-Complex Strategies. At proposed Options 3, Section 14(a)(4), the 
Exchange proposes to note that the term ``complex strategy'' includes 
Complex Options Strategies, Stock-Option Strategies, and Stock-Complex 
Strategies. Finally, the Exchange proposes to state at Options 3, 
Section 14(a)(5) that the terms ``Complex Options Order,'' ``Stock-
Option Order,'' and ``Stock-Complex Order'' refer to orders for a 
Complex Options Strategy, Stock-Option Strategy, and Stock-Complex 
Strategy, respectively. Also, the term ``Complex Order'' includes 
Complex Options Orders, Stock-Option Orders, and Stock-Complex Orders. 
The proposed new definitions are identical with the terms at ISE and 
MRX Options 3, Section 14(a) and will be utilized throughout proposed 
new Phlx Options 3, Section 14. The proposed terms are intended to 
provide greater clarity to the Options 3, Section 14 handling of 
Complex Order functionality.
    Current Phlx Options 3, Section 14(b) notes that Complex Orders may 
be entered in increments of $0.01 with certain ``time in force'' 
designations and as certain order types with certain contingencies. 
Proposed new Phlx Options 3, Section 14(c)(1) will address minimum 
increments which would continue to be expressed in one cent ($0.01) 
increments and would provide,

    Minimum Increments. Bids and offers for Complex Options 
Strategies may be expressed in one cent ($0.01) increments, and the 
options leg of Complex Options Strategies may be executed in one 
cent ($0.01) increments, regardless of the minimum increments 
otherwise applicable to the individual options legs of the order. 
Bids and offers for Stock-Option Strategies or Stock-Complex 
Strategies may be expressed in any decimal price determined by the 
Exchange, and the stock leg of a Stock-Option Strategy or Stock-
Complex Strategy may be executed in any decimal price permitted in 
the equity market. The options leg of a Stock-Option Strategy or 
Stock-Complex Strategy may be executed in one cent ($0.01) 
increments, regardless of the minimum increments otherwise 
applicable to the individual options legs of the order.

    Phlx proposes to also address minimum increments in new 
Supplementary .02 to Options 3, Section 3, similar to ISE Supplementary 
Material .0 to Options 3, Section 3. Phlx proposes to state, 
``Notwithstanding any other provision of this Rule, complex strategies 
may be traded in the increments described in Options 3, Section 
14(c)(1).'' This proposed rule text would be identical to rule text at 
proposed Options 3, Section 14(c)(1)

[[Page 16739]]

and provide more transparency to the minimum increment.\32\
---------------------------------------------------------------------------

    \32\ The Exchange also proposes to renumber Phlx Supplementary 
Material .02-.04 to Options 3, Section 3.
---------------------------------------------------------------------------

    Current Options 3, Section 14(a)(i), (ii) and (iii) contain certain 
restrictions on what order types certain Phlx participants may enter. 
With this proposal, all market participants will continue to be able to 
enter Complex Orders as is the case on ISE and MRX. Today, Options 3, 
Section 14(b)(i) \33\ describes ``off-floor broker-dealers.'' Phlx 
removed this definition from its rules,\34\ therefore, the restrictions 
for off-floor broker dealers are no longer applicable. The Exchange 
proposes to remove the references to the restrictions on off-floor 
broker dealers, with respect to Complex Orders in Options 3, Section 
14(b)(ii) \35\ with this proposal. Market participants from another 
exchange may enter Complex Orders on Phlx through a member or member 
organization utilizing any of the order types that would be available 
for Complex Orders which are described below similar to ISE and MRX.
---------------------------------------------------------------------------

    \33\ Options 3, Section 14(b)(i) provides, ``Public Customers 
and Professionals and non-market maker off-floor broker-dealers may 
enter the Complex Orders listed in paragraph (a) above as Day, Good 
Til Cancelled (``GTC'') or Immediate or Cancel (``IOC'') as those 
terms are defined in Options 3, Section 7(c).''
    \34\ SR-Phlx-2024-71 removes the rule text at Options 3, Section 
14(b)(i) describing an ``off-floor broker-dealer. See Securities 
Exchange Act Release No. 101989 (December 30, 2024), 89 FR 106888 
(December 30, 2024) (SR-Phlx-2024-71). SR-Phlx-2024-71 is effective 
but not yet operative. SR-Phlx-2024-71 would be operative at the 
same time as this rule change as they are both part of the same 
technology migration.
    \35\ Current Options 3, Section 14(b)(ii) provides, ``SQTs, 
RSQTs, Floor Market Makers, Lead Market Makers and non-Phlx market 
makers on another exchange may enter the Complex Orders listed in 
paragraph (a) above as IOC only. In addition, for Complex Orders 
consisting of more than two options components or where the 
underlying security is a component, SQTs, RSQTs, non-SQT Market 
Makers, Lead Market Makers and non-Phlx market makers on another 
exchange may enter the Complex Orders listed in paragraph (a) above 
as Day orders; once the Exchange has fully rolled out its enhanced 
Complex Order System, which will be announced in an Options Trader 
Alert, Day orders will also become available for Complex Orders 
consisting of two options components.''
---------------------------------------------------------------------------

    Additionally, current Options 3, Section 14(b)(ii) provides,

    SQTs, RSQTs, Floor Market Makers, Lead Market Makers and non-
Phlx market makers on another exchange may enter the Complex Orders 
listed in paragraph (a) above as IOC only. In addition, for Complex 
Orders consisting of more than two options components or where the 
underlying security is a component, SQTs, RSQTs, non-SQT Market 
Makers, Lead Market Makers and non-Phlx market makers on another 
exchange may enter the Complex Orders listed in paragraph (a) above 
as Day orders; once the Exchange has fully rolled out its enhanced 
Complex Order System, which will be announced in an Options Trader 
Alert, Day orders will also become available for Complex Orders 
consisting of two options components.

    Phlx defines a Market Maker at Options 1, Section 1(b)(28) as an 
SQT or a RSQT who enters quotations for his own account electronically 
into the System. A Lead Market Maker is a Market Maker on Phlx.\36\ 
Phlx proposes to utilize the defined term ``Market Maker'' in proposed 
Options 3, Section 14, rather than the individual terms (SQT, RSQT, and 
Lead Market Maker) to refer to electronic Market Makers that are 
subject to Options 3, Section 14. The Exchange notes that all 
electronic Market Makers will continue to be subject to the specified 
quoting obligations in Options 2, Section 5.\37\
---------------------------------------------------------------------------

    \36\ A ``Lead Market Maker'' means a member who is registered as 
an options Lead Market Maker pursuant to Options 2, Section 12(a). A 
Lead Market Maker includes a Remote Lead Market Maker which is 
defined as a Lead Market Maker in one or more classes that does not 
have a physical presence on the Exchange's Trading Floor and is 
approved by the Exchange pursuant to Options 2, Section 11. See 
Options 1, Section 1(b)(27).
    \37\ Options 2, Section 5 specifies the continuous quoting 
obligations for SQTs and RSQTs, as well as the quoting obligations 
for Lead Market Makers.
---------------------------------------------------------------------------

    Floor Market Makers \38\ are Phlx market participants located on 
Phlx's trading floor that are subject to the rules in Options 8 which 
govern Phlx's trading floor. Phlx floor participants enter into open 
outcry to announce Complex Orders for execution. Those orders are 
processed in the same manner as all other orders announced in open 
outcry. Phlx electronic market participants may utilize the electronic 
Complex Orders described in proposed Options 3, Section 14, while Phlx 
Floor Market Makers are subject to the rules in Options 8. Therefore, 
Floor Market Maker are not currently subject to Options 3, Section 14, 
and would not be subject to proposed Options 3, Section 14. Non-Phlx 
market makers on another exchange, also known as away market makers, 
are not Phlx Market Makers and, therefore, are not subject to Phlx 
quoting obligations and Phlx's other rules applicable to Phlx Market 
Makers.
---------------------------------------------------------------------------

    \38\ The term ``Floor Market Maker'' is a Market Maker who is 
neither an SQT nor an RSQT. A Floor Market Maker may provide a quote 
in open outcry. See Options 8, Section 2(a)(4).
---------------------------------------------------------------------------

    The Exchange will no longer restrict certain market participants to 
enter the Complex Orders as IOC only as noted in Options 3, Section 
14(b)(ii). Proposed Options 3, Section 14 will permit all Members to 
enter any complex order listed in Options 3, Section 14(a) without 
restriction.
    The rule text currently in Options 3, Section 14(b)(iii),\39\ as 
well as other rules that refer to Floor Market Makers or Floor Brokers, 
is no longer necessary as the Exchange proposes to amend Options 8, 
Section 32 to describe the types of Complex Orders that would be 
available to be utilized on Phlx's trading floor in open outcry in 
light of the changes to Options 3, Section 14.\40\ The Exchange notes 
that Phlx market participants located on Phlx's trading floor are 
subject to the rules in Options 8 which govern Phlx's trading floor. 
Phlx floor participants enter into open outcry to announce Complex 
Orders for execution. Those orders are processed in the same manner as 
all other orders announced in open outcry. Phlx electronic permit 
holders may utilize the electronic Complex Orders described in proposed 
Options 3, Section 14.
---------------------------------------------------------------------------

    \39\ Current Options 3, Section 14(b)(iii) states, ``Floor 
Brokers using the Options Floor Based Management System may enter 
the Complex Orders listed in paragraph (a) above as Day, GTC or IOC 
on behalf of Public Customers, Professionals and non-market-maker 
off-floor broker-dealers, and as IOC only on behalf of SQTs, RSQTs, 
Floor Market Makers, Lead Market Makers, non-Phlx market makers on 
another exchange and Firms.''
    \40\ The Options 8 rules relate to floor trading. ISE and MRX do 
not have a trading floor.
---------------------------------------------------------------------------

    As noted above, with the proposed new Complex Order rules, all Phlx 
members and member organizations will be able to enter all Complex 
Order types.
    As noted in Options 3, Section 14(b)(iv), member organizations will 
continue to mark the stock/ETF component of a Complex Order ``long,'' 
``short,'' or ``short exempt'' in compliance with Regulation SHO under 
the Exchange Act, however Regulation SHO would be described in proposed 
new Options 3, Section 16(e), which will be discussed below.
Order Types
    Today, Phlx may determine to make certain order types and/or times-
in-force available on a class or System basis as described in current 
Options 3, Section 7(b). Pursuant to proposed Options 3, Section 
14(b)(v), Complex Orders may be submitted as: All-or-None Orders, 
Cancel-Replacement Orders, Directed Orders, Limit Orders or Market 
Orders as those terms are defined in Options 3, Section 7(b).
    Phlx proposes to replace the aforementioned order types with order 
types that are identical those offered on ISE and MRX at Options 3, 
Section 14(b). Phlx proposes to state at proposed Options 3, Section 
14(b) that unless otherwise specified, the definitions in the proposal 
have the same meaning

[[Page 16740]]

contained in Options 3, Section 7.\41\ Similar rule text appears in 
current Phlx Options 3, Section 7(b). As is the case today, the 
Exchange may determine to make certain order types and/or times-in-
force available on a class or System basis. Phlx proposes to adopt the 
following Complex Orders or designations: Market Complex Order,\42\ 
Limit Complex Order,\43\ All-Or-None Complex Order,\44\ Attributable 
Complex Order,\45\ Complex Customer Cross Order,\46\ Qualified 
Contingent Cross Complex Order,\47\ Day Complex Order,\48\ Fill-or-Kill 
Complex Orders,\49\ Immediate-or-Cancel Complex Orders,\50\ Opening 
Only Complex Order,\51\ Good-Till-Date Complex Order,\52\ Good-Till-
Cancel Complex Order,\53\ Exposure Complex Order,\54\ Exposure Only 
Complex Order,\55\ Cancel-Replacement Complex Order,\56\ Complex PIXL 
Order,\57\ and Complex Directed Order.\58\ These order types are 
identical to those at ISE and MRX Options 3, Section 14(a). With this 
proposal, Phlx will offer more order types than today.
---------------------------------------------------------------------------

    \41\ SR-Phlx-2024-71 proposed to adopt the same single-leg order 
types in Options 3, Section 7 that currently exist on ISE and MRX at 
Options 3, Section 7. See Securities Exchange Act Release No. 101989 
(December 30, 2024), 89 FR 106888 (December 30, 2024) (SR-Phlx-2024-
71). SR-Phlx-2024-71 is effective but not yet operative. SR-Phlx-
2024-71 would be operative at the same time as this rule change as 
they are both part of the same technology migration.
    \42\ A Market Complex Order is a Complex Order to buy or sell a 
complex strategy that is to be executed at the best price 
obtainable. If not executable upon entry, such orders will rest on 
the Complex Order Book unless designated as fill-or-kill or 
immediate-or-cancel. See proposed Options 3, Section 14(b)(1).
    \43\ A Limit Complex Order is a Complex Order to buy or sell a 
complex strategy that is entered with a limit price expressed as a 
net purchase or sale price for the components of the order. See 
proposed Options 3, Section 14(b)(2).
    \44\ A Complex Order may be designated as an All-or-None Order 
that is to be executed in its entirety or not at all. An All-Or-None 
Order may only be entered as an Immediate-or-Cancel Order. See 
proposed Options 3, Section 14(b)(3).
    \45\ A Market or Limit Complex Order may be designated as an 
Attributable Order as provided in Options 3, Section 7(h). See 
proposed Options 3, Section 14(b)(4).
    \46\ A Complex Customer Cross Order is comprised of a Public 
Customer Complex Order to buy and a Public Customer Complex Order to 
sell at the same price and for the same quantity. Such orders will 
trade in accordance with Options 3, Section 12(b). See proposed 
Options 3, Section 14(b)(5).
    \47\ A Complex Options Order may be entered as a Qualified 
Contingent Cross Order, as defined in Options 3, Section 7(j). 
Qualified Contingent Cross Complex Orders will trade in accordance 
with Options 3, Section 12(d). See proposed Options 3, Section 
14(b)(6).
    \48\ A Complex Order may be designated as a Day Order that if 
not executed, expires at the end of the day on which it was entered. 
See proposed Options 3, Section 14(b)(7).
    \49\ A Complex Order may be designated as a Fill-or-Kill Order 
that is to be executed in its entirety as soon as it is received 
and, if not so executed, cancelled. See proposed Options 3, Section 
14(b)(8).
    \50\ A Complex Order may be designated as an Immediate-or-Cancel 
Order that is to be executed in whole or in part upon receipt. Any 
portion not so executed is cancelled. See proposed Options 3, 
Section 14(b)(9).
    \51\ An Opening Only Complex Order is a Complex Order that may 
be entered for execution during the Complex Opening Process 
described in Supplementary Material .04 to Options 3, Section 14. 
Any portion of the order that is not executed during the Complex 
Opening Process is cancelled. See proposed Options 3, Section 
14(b)(10).
    \52\ A Good-Till-Date Complex Order is an order to buy or sell 
which, if not executed, will be cancelled at the sooner of the end 
of the expiration date assigned to the Complex Order, or the 
expiration of any individual series comprising the order. See 
proposed Options 3, Section 14(b)(11).
    \53\ A Good-Till-Cancel Complex Order is an order to buy or sell 
that remains in force until the order is filled, canceled or any 
series of the order expires; provided, however, that a Good-Till-
Cancel Complex Order will be cancelled in the event of a corporate 
action that results in an adjustment to the terms of any series 
underlying the Complex Order. See proposed Options 3, Section 
14(b)(12).
    \54\ An Exposure Complex Order is an order that will be exposed 
upon entry as provided in Supplementary Material .01 to this Rule if 
eligible, or entered on the Complex Order Book if not eligible. Any 
unexecuted balance of an Exposure Complex Order remaining upon the 
completion of the exposure process will be entered on the Complex 
Order Book. See proposed Options 3, Section 14(b)(13).
    \55\ An Exposure Only Complex Order is an order that will be 
exposed upon entry as provided in Supplementary Material .01 to this 
Rule if eligible, or cancelled if not eligible. Any unexecuted 
balance of an Exposure Only Complex Order remaining upon the 
completion of the exposure process will be cancelled. See proposed 
Options 3, Section 14(b)(14).
    \56\ A Cancel-Replacement Complex Order shall mean a single 
message for the immediate cancellation of a previously received 
Complex Order and the replacement of that Complex Order with a new 
Complex Order. If the previously placed Complex order is already 
filled partially or in its entirety, the replacement Complex Order 
is automatically canceled or reduced by the number of contracts that 
were executed. The replacement Complex Order will retain the 
priority of the cancelled Complex order, if the order posts to the 
Complex Order Book, provided the price is not amended or size is not 
increased. See proposed Options 3, Section 14(b)(15).
    \57\ A Complex PIXL Order is an order entered into the Complex 
Price Improvement Mechanism as described in Options 3, Section 13. 
See proposed Options 3, Section 14(b)(18).
    \58\ A Complex Directed Order is a Complex Order for which a 
member organization has designated a Directed Market Maker as 
described in Options 2, Section 10. The component leg(s) of a 
Complex Order with a Directed Order instruction may allocate 
pursuant to Options 3, Section 10(a)(1)(C) when the Complex Directed 
Order legs into the single-leg market provided that the Directed 
Market Maker is quoting at the better of the internal BBO or the 
NBBO for a component leg(s) of the Complex Directed Order at the 
time the Complex Directed Order is received. A Directed Market Maker 
will not receive an allocation pursuant to Options 3, Section 
10(a)(1)(C) for a component leg(s) of a Complex Directed Order if 
the Directed Market Maker is not quoting at the better of the 
internal BBO or the NBBO for that leg at the time the Complex 
Directed Order is received. See proposed Options 3, Section 
14(b)(19).
---------------------------------------------------------------------------

    Current Phlx Options 3, Section 14(c)(i) provides that a Complex 
Order is eligible to trade on the System only when each options 
component of the Complex Order is open for trading on the Exchange, and 
where the underlying security is a component of the Complex Order, such 
underlying security is open for trading on its primary market. Complex 
Orders may be executed against the Complex Order Book or placed on the 
Complex Order Book. This will continue to be true of Phlx's new Complex 
Order functionality. The Exchange's proposal notes at proposed Options 
3, Section 14(c), Applicability of Exchange Rules, that except as 
otherwise provided in Options 3, Section 14, complex strategies shall 
be subject to all other Exchange Rules that pertain to orders and 
quotes generally. Complex Orders may execute against orders and quotes 
in both the single-leg order book and Complex Order Book.
    Current Phlx Options 3, Section 14(c)(i) also provides that certain 
Complex Orders will be entered into a Complex Order Live Auction (as 
defined below) either following a Complex Order Opening Process (as 
defined below) or when a Complex Order improves the cPBBO. Phlx will no 
longer offer the Complex Order Live Auction. This will be discussed in 
greater detail below.
    Current Phlx Options 3, Section 14(c)(ii) states that Complex 
Orders will not trade on the System under the following conditions: (A) 
the Complex Order is received prior to the opening on the Exchange of 
any options component of the Complex Order; (B) during an opening 
rotation for any options component of the Complex Order; (C) during a 
trading halt for any options component of the Complex Order; (E) when 
an automatic removal of quotes occurs in any options component of the 
Complex Order that represents all or a portion of the PBBO; or (F) when 
the Exchange's market for any options component of the Complex Order is 
disseminated pursuant to Options 3, Section 6(a)(ii)(B).
    With this proposal, Phlx will continue to not trade Complex Orders 
prior to the opening. Proposed Supplementary Material .04 to Options 3, 
Section 14 notes that with respect to the Complex Opening Process, 
after each of the individual component legs have opened, or reopened 
following a trading halt, Complex Options Strategies, Stock-Option 
Strategies and Stock-Complex Strategies will be opened pursuant to the 
Complex Opening Price Determination described in Supplementary Material 
.05 to Options 3, Section 14. The Complex Opening Process will be 
discussed in greater detail below. The Exchange notes that it will 
continue to not trade during a

[[Page 16741]]

trading halt as specified in proposed Supplementary Material .04 to 
Options 3, Section 14 and proposed Supplementary Material .01(d) to 
Options 3, Section 14. The Exchange will continue to not trade when 
quotes are automatically removed in an option component as the quotes 
will not be available as described in proposed Options 3, Section 16. 
The Exchange proposes to remove the rule text within Options 3, Section 
6 as that rule is being removed in another rule change.\59\
---------------------------------------------------------------------------

    \59\ SR-Phlx-2024-71 proposed the removal of Options 3, Section 
6. See Securities Exchange Act Release No. 101989 (December 30, 
2024), 89 FR 106888 (December 30, 2024) (SR-Phlx-2024-71). SR-Phlx-
2024-71 is effective but not yet operative. SR-Phlx-2024-71 would be 
operative at the same time as this rule change as they are both part 
of the same technology migration.
---------------------------------------------------------------------------

    Current Phlx Options 3, Section 14(c)(iii)(A) discusses spread 
priority. The current rule provides:

    Spread Priority. (A) Complex Orders consisting of a conforming 
ratio may be executed at a total credit or debit price without 
giving priority to individual bids or offers established in the 
marketplace that are not better than the bids or offers comprising 
such total credit or debit, provided that if any of the bids or 
offers established in the marketplace consist of a Public Customer 
order, at least one option leg is executed at a better price than 
the established bid or offer for that option contract by the minimum 
trading increment and no option leg is executed at a price outside 
of the established bid or offer for that option contract.
    (B) Where a Complex Order in a conforming ratio consists of the 
underlying security (stock or ETF) and one options leg, such options 
leg has priority over bids or offers established in the marketplace, 
except over bids or offers established by Public Customer orders. 
However, where a Complex Order in a conforming ratio consists of the 
underlying stock or ETF and more than one options leg, the options 
legs have priority over bids and offers established in the 
marketplace, including Public Customer orders, if at least one 
options leg improves the existing market for that option.
    (C) Options 5, Section 2 shall apply to all Complex Order 
executions. Accordingly, Complex Orders with conforming ratios are 
eligible for the exception contained in Options 5, Section 
2(b)(viii) and therefore may trade through the NBBO for that option.
    (D) This paragraph (c) shall apply to all Complex Order 
executions, whether executed in a Complex Order Live Auction or 
otherwise.

    Phlx proposes to delete Options 3, Section 14(c)(iii)(A) and 
replace it with proposed Options 3, Section 14(c)(2) which would 
provide,

    Complex Order. Complex strategies will not be executed at prices 
inferior to the best net price achievable from the best Exchange 
bids and offers for the individual legs. Notwithstanding the 
provisions of Options 3, Section 10:
    (i) a Complex Options Strategies may be executed at a total 
credit or debit price with one other member organization without 
giving priority to bids or offers established on the Exchange that 
are no better than the bids or offers in the individual options 
series comprising such total credit or debit; provided, however, 
that if any of the bids or offers established on the Exchange 
consist of a Public Customer Order, the price of at least one leg of 
the complex strategy must trade at a price that is better than the 
corresponding bid or offer on the Exchange by at least one minimum 
trading increment for the series as defined in Options 3, Section 3.
    (ii) The option leg of a Stock-Option Strategy has priority over 
bids and offers for the individual options series established on the 
Exchange by Professional Orders and market maker quotes that are no 
better than the price of the options leg, but not over such bids and 
offers established by Public Customer Orders.
    (iii) The options legs of a Stock-Complex Strategy are executed 
in accordance with subparagraph (c)(2)(i) above.

    The Exchange notes that with this proposal the spread priority will 
remain the same. The proposed rule text will be identical to ISE and 
MRX Options 3, Section 14(c)(2). The Exchange notes that with respect 
to the trading floor, the Exchange proposes to amend Options 3, Section 
24(j) to clarify that the spread type priority would consist of Spread-
Type Orders consisting of a conforming ratio.\60\ The Exchange also 
proposes to amend Options 8, Section 32 to indicate that the Complex 
Order types that may be utilized on the trading floor at Options 3, 
Section 14(a)(1)-(3) also may be used on the trading floor.\61\
---------------------------------------------------------------------------

    \60\ The Exchange proposes to add the definition of a conforming 
order at Options 1, Section 1(b)(13) as described in this proposal. 
As proposed, the term ``conforming ratio'' is where the ratio 
between the sizes of the options components of a Complex Order is 
equal to or greater than one-to-three (.333) and less than or equal 
to three-to-one (3.00). For example, a one-to-two (.5) ratio, a two-
to-three (.667) ratio, or a two-to-one (2.00) ratio is a conforming 
ratio, whereas a one-to-four (.25) ratio or a four-to-one (4.0) 
ratio is not; where one component of the Complex Order is the 
underlying security, the ratio between any options component and the 
underlying security component must be less than or equal to eight 
contracts to 100 shares of the underlying security.
    \61\ These order types may be utilized on the trading floor in 
addition to other order types that may be utilized on the trading 
floor as specified in proposed Options 8, Section 32.
---------------------------------------------------------------------------

    Phlx proposes to include the following text concerning 
internalization in proposed Options 3, Section 14(c)(3).

    Complex Orders represented as agent may be executed (i) as 
principal as provided in Options 3, Section 22(b), or (ii) against 
orders solicited from member organizations and non-member 
organization broker-dealers as provided in Options 3, Section 22(c). 
The exposure requirements of Options 3, Section 22(b) or (c) must be 
met on the Complex Order Book unless the order is executed in one of 
the mechanisms described in Options 3, Sections 12 and 13.

    While Complex Orders on Phlx are subject to these rules today in 
Options 3, Section 22, current Phlx Options 3, Section 14 does not 
specifically refer to these rules. Accordingly, proposed Options 3, 
Section 14(c)(3) will make clear that the internalization rules will 
apply to Complex Orders in the same manner that they apply to all other 
orders executed on Phlx.
Complex Opening
    Phlx's current complex opening process will be replaced with a 
complex opening process identical to ISE and MRX at Supplementary .05 
to Options 3, Section 14. The Exchange notes that Complex Options 
Strategies will open faster with the proposed new process and the 
boundary prices for determining the opening price will differ as a 
result.
    First, with respect to the process for opening a Complex Orders, 
today, on Phlx, after trading has opened in each component of a pending 
Complex Order, or re-opened following a trading halt, the System 
initiates a Complex Order Opening Process or ``COOP.'' The System 
accepts interest for the COOP during a COOP Timer, and at the 
conclusion of the COOP Timer the System determines the price at which 
the maximum number of contracts can trade, if any, from the market and 
marketable limit Complex Orders. Complex Orders received during the 
COOP Timer will be placed on the CBOOK. Once an options symbol opens 
pursuant to Options 3, Section 8, Opening Process, for the single-leg 
book, a COOP can commence. Complex Orders will open at a single price.
    Second, with respect to the opening price, today, Phlx opens 
Complex Orders that are in price range consistent with the ACE 
Parameter pursuant to Options 3, Section 14(b)(i).\62\ In contrast, 
with the adoption of the ISE and MRX opening process, Phlx's System 
will calculate Boundary Prices at or within which Complex Orders may be 
executed during the Complex Opening Price Determination based on the 
NBBO for the individual legs; provided that, if the NBBO for any leg 
includes a Priority Customer Order on the Exchange, the

[[Page 16742]]

System adjusts the Boundary Prices according to subparagraph 
(c)(2).\63\
---------------------------------------------------------------------------

    \62\ The ACE Parameter is either a percentage or number defined 
by the Exchange and may be set at a different percentage or number 
for Complex Orders where one of the components is the underlying 
security. The ACE Parameter price range is based on the cNBBO at the 
time an order would be executed. See Options 3, Section 14(b)(i).
    \63\ See proposed Supplementary Material .05 to Options 3, 
Section 14.
---------------------------------------------------------------------------

    Third, ISE and MRX have an Uncrossing Process described in 
Supplementary Material .06 to Options 3, Section 14 that occurs, if 
necessary, immediately after the Opening Process. With this process, 
the Complex Order Book will be uncrossed using the Complex Uncrossing 
Process described Supplementary Material .06(b) to Options 3, Section 
14 if a resting Complex Order that is locked or crossed with other 
interest becomes executable during regular trading or as part of the 
Complex Opening Process.
    As noted above, the Exchange is replacing the current Phlx Complex 
Opening Process with a new opening process that is identical to the 
Complex Opening Process on ISE and MRX. Today, current Options 3, 
Section 14(d) describes Phlx's COOP. Today, Phlx's COOP identifies a 
price at which the maximum number of contracts can trade on the opening 
based on interest received in the Complex Order Strategy. Thus, the 
COOP operates like a traditional opening process for non-Complex Orders 
(meaning, single leg orders), considering buys and sells, taking all 
interest into account (without bias toward any participant) to 
determine which interest is executable and identifying any 
imbalance.\64\ Specifically, for each Complex Order Strategy, the 
System takes into consideration all Complex Orders, identifies the 
price at which the maximum number of contracts can trade and calculates 
the imbalance, if any. The System accepts pre-opening Complex Orders, 
and accepts Complex Orders prior to re-opening following a halt in 
trading on the Exchange. The proposed Complex Opening Process in 
Supplementary .05 to Options 3, Section 14 will continue to perform 
similar functions.
---------------------------------------------------------------------------

    \64\ An imbalance is the number of contracts that cannot be 
matched with other interest at a particular price.
---------------------------------------------------------------------------

    Pursuant to current Options 3, Section 14(d)(ii), once trading in 
each option component of a Complex Order Strategy has opened or 
reopened following a trading halt for a certain configurable time not 
to exceed 60 seconds (and none of the conditions described in paragraph 
(c)(ii) of current Options 3, Section 14 exist), the System will 
initiate the COOP for that Complex Order Strategy, provided that a COOP 
will only be conducted for any Complex Order Strategy that has a 
Complex Order received before the opening of that Complex Order 
Strategy, unless that Complex Order Strategy is already open as a 
result of another electronic auction process or another electronic 
auction involving the same Complex Order Strategy is in progress. 
Following a trading halt, a COOP will be conducted for any Complex 
Order Strategy that has a Complex Order present or had previously 
opened prior to the trading halt. The COOP will be conducted in two 
phases, the ``COOP Timer'' and the ``COOP Evaluation.''
    With respect to the COOP Timer, current Options 3, Section 
14(d)(ii)(A) provides that the Exchange will send a broadcast message 
indicating that a COOP has been initiated for that Complex Order 
Strategy. The broadcast message identifies the Complex Order Strategy, 
the opening price (based on the maximum number of contracts that can be 
executed at one particular price, except if there is no price at which 
any orders can be executed), and the imbalance side and volume, if any 
(``Complex Order Opening Auction Notification'').\65\ Complex Orders in 
such a Complex Order Strategy that are received during the COOP Timer 
and COOP Evaluation reside on the CBOOK.\66\ Complex Orders received 
prior to the COOP Timer and Complex Orders received during the COOP 
Timer (other than COOP Sweeps and Complex Order Responses marked as a 
response) are visible to participants upon receipt.\67\ Complex Orders 
in a Complex Order Strategy marked as IOC received during a COOP will 
join the COOP and be treated like any other Complex Order, except such 
orders will be cancelled at the end of the COOP Timer if not executed. 
DNA Orders received during a COOP are cancelled and will not 
participate in the COOP. Complex Orders marked as IOC and DNA Orders 
received before the initiation of the COOP in that Complex Order 
Strategy are cancelled and do not participate in the COOP; however, a 
COOP will occur in that Complex Order Strategy.\68\
---------------------------------------------------------------------------

    \65\ Pursuant to current Options 3, Section 14(d)(ii)(A), the 
Complex Order Opening Auction Notification starts a COOP Timer 
(``COOP Timer''), which will begin counting a number of seconds 
during which the Complex Order, if any, may not be traded. The COOP 
Timer is configurable to a period ranging from 0 to 600 seconds as 
determined by the Exchange and communicated to Exchange membership 
on the Exchange's website. The COOP Timer will be configured for the 
same number of seconds for all options trading on the Exchange. 
Participants can submit responses to the Complex Order Opening 
Auction Notification.
    \66\ See current Options 3, Section 14(d)(ii)(A)(3).
    \67\ See current Options 3, Section 14(d)(ii)(A)(4).
    \68\ See current Options 3, Section 14(d)(ii)(A)(5).
---------------------------------------------------------------------------

    Currently, in response to a Complex Order Opening Auction 
Notification, participants may bid and/or offer on either or both 
side(s) of the market during the COOP Timer by submitting one or more 
Complex Orders in increments of $0.01 (``Complex Order Response''). 
Phlx electronic market makers may also bid and/or offer on either or 
both side(s) of the market during the COOP Timer by submitting one or 
more bids and/or offers known as COOP Sweeps.\69\
---------------------------------------------------------------------------

    \69\ A COOP Sweep is a one-sided electronic order (IOC) entered 
by a Lead Market Maker or Market Maker through SQF at a particular 
price submitted for execution against opening trading interest in a 
particular Complex Order Strategy. See current Options 3, Section 
14(d)(ii)(B) and (B)(1)-(3). A Phlx electronic market maker may 
submit multiple COOP Sweeps at different prices (but not multiple 
COOP Sweeps at the same price, except as provided in subparagraph 
(2)) in increments of $0.01 in response to a Complex Order Opening 
Auction Notification, regardless of the minimum trading increment 
applicable to the specific series. Phlx electronic market makers may 
change the size of a previously submitted COOP Sweep during the COOP 
Timer. The System will use the Phlx electronic market maker's most 
recently submitted COOP Sweep at each price level as that market 
maker's response at that price level unless the COOP Sweep has a 
size of zero. A COOP Sweep with a size of zero will remove a Phlx 
electronic market maker's COOP Sweep from that COOP at that price 
level. COOP Sweeps and Complex Order Responses marked as a response 
will not be visible to any participant and will not be disseminated 
by the Exchange. Any COOP Sweeps which remain unexecuted at the end 
of the COOP Timer once all executions are complete will expire. A 
Complex Order Response will expire if unexecuted at the end of the 
COOP Timer once all executions are complete, but a Complex Order 
submitted during the COOP Timer which is not marked as a response 
will be available to be traded after the opening of a Complex Order 
Strategy unless it is marked IOC. Such Complex Order will be placed 
on the CBOOK if not executed during the opening.
---------------------------------------------------------------------------

    Today, upon expiration of the COOP Timer, the System conducts a 
COOP Evaluation to determine, for a Complex Order Strategy, the price 
at which the maximum number of contracts can trade, considering Complex 
Orders. The Exchange opens the Complex Order Strategy at that price, 
executing marketable trading interest, in the following order: first, 
to Public Customers in time priority; next to Phlx electronic market 
makers on a pro rata basis; and then to all other participants on a pro 
rata basis. The imbalance of Complex Orders that are unexecutable at 
that price are placed on the CBOOK.\70\
---------------------------------------------------------------------------

    \70\ See current Options 3, Section 14(d)(ii)(C).
---------------------------------------------------------------------------

    At the end of the COOP Timer, no trade may be possible. Current 
Options 3, Section 4(d)(ii)(C)(1) provides, if at the end of the COOP 
Timer the System determines that no market or marketable limit Complex 
Orders or COOP Sweeps, Complex Orders or COOP Sweeps that are equal to 
or improve the cPBBO, and/or Complex Orders or COOP Sweeps that cross 
within the cPBBO exist in the System, all Complex Orders received

[[Page 16743]]

during the COOP Timer will be placed on the CBOOK.
    At the end of the COOP Timer, a trade may be possible. Current 
Options 3, Section 4(d)(ii)(C)(2) provides, if at the end of the COOP 
Timer the System determines that there are market or marketable limit 
Complex Orders or COOP Sweeps, Complex Orders or COOP Sweeps that are 
equal to or improve the cPBBO, and/or Complex Orders or COOP Sweeps 
that cross within the cPBBO in the System, the System will do the 
following: if such interest crosses and does not match in size, the 
execution price is based on the highest (lowest) executable offer (bid) 
price when the larger sized interest is offering (bidding), provided, 
however, that if there is more than one price at which the interest may 
execute, the execution price when the larger sized interest is offering 
(bidding) is the midpoint of the highest (lowest) executable offer 
(bid) price and the next available executable offer (bid) price 
rounded, if necessary, down (up) to the closest minimum trading 
increment. If the crossing interest is equal in size, the execution 
price is the midpoint of lowest executable bid price and the highest 
executable offer price, rounded, if necessary, up to the closest 
minimum trading increment. Executable bids/offers include any interest 
which could be executed at the net price without trading through 
residual interest or the cPBBO or without trading at the cPBBO where 
there is Public Customer interest at the best bid or offer for any leg, 
consistent with paragraph (c)(iii).\71\ Finally, pursuant to current 
Options 3, Section 14(d)(ii)(C)(3), the Complex Order Strategy will be 
open after the COOP even if no executions occur.
---------------------------------------------------------------------------

    \71\ If there is any remaining interest and there is no 
component that consists of the underlying security and provided that 
the order is not marked all-or-none, such interest may ``leg'' 
whereby each options component may trade at the PBBO with existing 
quotes and/or Limit Orders on the Limit Order book for the 
individual components of the Complex Order; provided that remaining 
interest may execute against any eligible Complex Orders received 
before legging occurs. If the remaining interest has a component 
that consists of the underlying security, such Complex Order will be 
placed on the CBOOK. See current Options 3, Section 14(d)(ii)(C)(2).
---------------------------------------------------------------------------

    To illustrate ``if such interest crosses and does not match in 
size, the execution price is based on the highest (lowest) executable 
offer (bid) price when the larger sized interest is offering 
(bidding)'' as referenced above, assume the following is present at the 
end the COOP Timer for a given Complex Order Strategy:

cPBBO = 3.50 (10)-3.90 (10).
Complex Order #1: Buy 30 for $3.79.
Complex Order #2: Sell 20 at $3.56.

    COOP Opening execution will be for 20 strategies at a price of 
$3.79 because there were more contracts to buy than there were to sell. 
In this example, while there are multiple price points at which the 
System can open the same number of contracts, there is only one price 
point, $3.79, at which there will be no residual contracts available 
after the opening process at a price which crosses the opening price. 
After the System executes 20 strategies at $3.79, there will remain 10 
unexecuted strategies to buy for $3.79.
    If the example were changed slightly such that Complex Order #1 was 
a market order instead of a limit order, the market order is limited by 
the cPBBO assuming no customer interest is present, and the COOP 
execution price for 20 strategies would be $3.90. The remaining 10 
strategies of Complex Order #1 will then leg to the simple market at 
$3.90.
    To illustrate ``if there is more than one price at which the 
interest may execute, the execution price when the larger sized 
interest is offering (bidding) is the midpoint of the highest (lowest) 
executable offer (bid) price and the next available executable offer 
(bid) price rounded, if necessary, down (up) to the closest minimum 
trading increment'' as referenced above, assume the following is 
present at the end the COOP Timer for a given Complex Order Strategy:

cPBBO = 3.50 (10)-3.90 (10).
Complex Order #1: Buy 20 for $3.79.
Complex Order #2: Buy 20 for $3.77.
Complex Order #3: Buy 20 at $3.74.
Complex Order #4: Sell 20 at $3.60.
Complex Order #5: Sell 20 at $3.62.

    COOP Opening execution will be for 40 strategies at a price of 
$3.76. The execution price of $3.76 is derived from the midpoint of the 
lowest executable bid price of $3.74 and the next available executable 
bid price of $3.77, rounded up to the closest minimum trading 
increment. In this example, 40 strategies can be opened at multiple 
price points ranging from $3.74 up to $3.77. None of these potential 
opening prices will cause the unexecuted $3.74 buy order to be 
available at a price which crosses the opening price, therefore, the 
System opens at the midpoint of such prices, $3.76.
    If the example were changed slightly such that Complex Order #1 and 
Complex Order #2 were market orders instead of a limit orders, the COOP 
Opening execution price for the 40 strategies would be $3.82, which is 
the midpoint of the potential opening prices ranging from $3.74 to 
$3.90.
    To illustrate ``if the crossing interest is equal in size, the 
execution price is the midpoint of lowest executable bid price and the 
highest executable offer price, rounded, if necessary, up to the 
closest minimum trading increment'' as referenced above, assume the 
following is present at the end the COOP Timer for a given Complex 
Order Strategy:

cPBBO = 3.50 (10)-3.90 (10)
Complex Order #1: Buy 10 for $3.78
Complex Order #2: Buy 20 for $3.74
Complex Order #3: Buy 10 at $3.71
Complex Order #4: Sell 20 at $3.64
Complex Order #5: Sell 20 at $3.66

    COOP Opening execution will be for 40 strategies at a price of 
$3.69. The execution price of $3.69 is derived from the midpoint of the 
lowest executable bid price of $3.71 and the highest executable offer 
price of $3.66, rounded up to the closest minimum trading increment. If 
the example were changed slightly such that Complex Order #4 and 
Complex Order #5 were market orders rather than limit orders, the COOP 
Opening execution price for the 40 strategies would be $3.61, which is 
derived from the midpoint of the lowest executable bid price of $3.71 
and the highest executable offer of $3.50, rounded to the closest 
minimum trading increment.
    If there is any remaining interest after complex interest has 
traded against other complex interest and there is no component that 
consists of the underlying security,\72\ such interest may ``leg'' 
whereby each options component may trade at the PBBO with existing 
quotes and/or limit orders on the limit order book for the individual 
components of the Complex Order; provided that remaining interest may 
execute against any eligible Complex Orders received before legging 
occurs.\73\ If the remaining interest has a component that consists of 
the underlying security, such Complex Order will be placed on the 
CBOOK.
---------------------------------------------------------------------------

    \72\ Complex Orders that are not executable at the opening 
price, including those that could not leg because there is a 
component that consists of the underlying security, will be placed 
on the CBOOK.
    \73\ Remaining interest includes Complex Orders that did not 
execute at the opening price and are therefore on the CBOOK and 
available to be traded before legging occurs as well as any new 
interest that may have arrived during the legging process.
---------------------------------------------------------------------------

New Proposal for Opening Process
    The Exchange proposes to amend the opening process by adopting 
proposed Supplementary Material .05 to Options 3, Section 14 which is 
identical to ISE and MRX Supplementary Material .05 to Options 3, 
Section 14. The Complex Opening Price Determination is designed to 
provide an opportunity for

[[Page 16744]]

members and member organizations to trade complex strategies in a 
transparent opening rotation at a price that is within the NBBO prices 
of the individual legs prior to uncrossing the complex strategy in the 
Complex Uncrossing Process to allow additional interest to participate. 
The Exchange believes that this new process will allow for additional 
contracts to be included in the Potential Opening Price calculation 
leading to better price discovery and more contracts executing as part 
of the Complex Opening Price Determination process. With this proposal, 
when the interest does not match the size and there is more than one 
Potential Opening Price at which the interest may execute, the Exchange 
would calculate a Potential Opening Price using the mid-point of the 
highest (lowest) executable offer (bid) price and the next available 
executable offer (bid) price rounded, if necessary, down (up) to the 
closest minimum trading increment. As a result, more options contracts 
are likely to be executed at better prices than under the current rule.
    Proposed Supplementary Material .05(a) of Options 3, Section 14 
provides definitions for the Boundary Price,\74\ the Opening Price \75\ 
and Potential Opening Price.\76\ Pursuant to Supplementary Material 
.05(b) of Options 3, Section 14, which describes eligible interest, the 
rule text notes that eligible interest during the Complex Opening Price 
Determination includes Complex Orders on the Complex Order Book. Bids 
and offers for the individual legs of the complex strategy are not 
eligible to participate in the Complex Opening Price Determination. If 
the best bid for a complex strategy does not lock or cross the best 
offer, there will be no trade in the Complex Opening Price 
Determination and the complex strategy will open pursuant to the 
Complex Uncrossing Process described in proposed Supplementary Material 
.06(b) to Options 3, Section 14, which will be described below.\77\ If 
the best bid for a complex strategy locks or crosses the best offer, 
the System will open the complex strategy as described herein.
---------------------------------------------------------------------------

    \74\ ``Boundary Price'' is described herein in paragraph (d)(1). 
See proposed Supplementary Material .05(a)(1) of Options 3, Section 
14.
    \75\ ``Opening Price'' is described herein in paragraph (d)(3). 
See proposed Supplementary Material .05(a)(2) of Options 3, Section 
14.
    \76\ ``Potential Opening Price'' is described herein in 
paragraph (d)(3). See proposed Supplementary Material .05(a)(3) of 
Options 3, Section 14.
    \77\ See proposed Supplementary Material .05(c) of Options 3, 
Section 14.
---------------------------------------------------------------------------

    Pursuant to the proposed Supplementary Material .05(d)(1) to 
Options 3, Section 14, the System calculates Boundary Prices at or 
within which Complex Orders may be executed during the Complex Opening 
Price Determination based on the NBBO for the individual legs; provided 
that, if the NBBO for any leg includes a Public Customer Order on the 
Exchange, the System adjusts the Boundary Prices according to proposed 
Supplementary Material .05(c)(2) to Options 3, Section 14.
    Pursuant to proposed Supplementary Material .05(d)(2) to Options 3, 
Section 14, the System will calculate the Potential Opening Price by 
identifying the price(s) at which the maximum number of contracts can 
trade (``maximum quantity criterion'') taking into consideration all 
eligible interest pursuant to proposed Supplementary Material .05(b) to 
proposed Options 3, Section 14.
    Pursuant to the Opening Price Determination in proposed 
Supplementary Material .05(d)(3) to Options 3, Section 14, when 
interest crosses and does not match in size, the System will calculate 
the Potential Opening Price based on the highest (lowest) executable 
offer (bid) price when the larger sized interest is offering (bidding), 
provided, however, that if there is more than one price at which the 
interest may execute, the Potential Opening Price when the larger sized 
interest is offering (bidding) shall be the mid-point of the highest 
(lowest) executable offer (bid) price and the next available executable 
offer (bid) price rounded, if necessary, down (up) to the closest 
minimum trading increment; or when interest crosses and is equal in 
size, the System will calculate the Potential Opening Price based on 
the mid-point of lowest executable bid price and the highest executable 
offer price, rounded, if necessary, up to the closest minimum trading 
increment. Executable bids/offers include any interest which could be 
executed at the Potential Opening Price without trading through 
residual interest or the Boundary Price or without trading at the 
Boundary Price where there is Public Customer interest at the best bid 
or offer for any leg, consistent with proposed paragraph Options 3, 
Section 14(c)(2).\78\ Executable bids/offers will be bounded by the 
Boundary Price on the contra-side of the interest, for determination of 
the Potential Opening Price described herein.\79\
---------------------------------------------------------------------------

    \78\ See proposed Supplementary Material .05(d)(3)(A) of Options 
3, Section 14.
    \79\ See proposed Supplementary Material .05(d)(3)(B) of Options 
3, Section 14.
---------------------------------------------------------------------------

    This proposed new Complex Opening Process seeks to maximize the 
interest which is traded during the Complex Opening Price Determination 
process and deliver a rational price for the available interest at the 
opening. The Complex Opening Price Determination process maximizes the 
number of contracts executed during the Complex Opening Process and 
ensures that residual contracts of partially executed orders or quotes 
are at a price equal to or inferior to the Opening Price. In other 
words, the logic ensures there is no remaining unexecuted interest 
available at a price which crosses the Opening Price. If multiple 
prices exist that ensure that there is no remaining unexecuted interest 
available through such price(s), the opening logic selects the mid-
point of such price points. Below are examples.
    Example--More Than One Potential Opening Price--Mid-Point of 
Larger-Sized Interest

``if there is more than one price at which the interest may execute, 
the Potential Opening Price when the larger sized interest is 
offering (bidding) is the mid-point of the highest (lowest) 
executable offer (bid) price and the next available executable offer 
(bid) price rounded, if necessary, down (up) to the closest minimum 
trading increment''

Assume
Complex Order Strategy: A+B strategy
Quote for Leg A @ 1.75 x 1.95
Quote for Leg B @ 1.75 x 1.95
Boundary Price = 3.50 (10)-3.90 (10)
(Leg A Bid 1.75 + Leg B Bid 1.75 = 3.50)
(Leg A Offer 1.95 + Leg B Offer 1.95 = 3.90)
Complex Order #1: Buy 20 for $3.79
Complex Order #2: Buy 20 at $3.73
Complex Order #3: Sell 20 at $3.60

    The Opening Price would be for 20 strategies at a price of 
$3.76. The execution price of $3.76 is derived from the mid-point of 
the lowest executable bid price of $3.73 and the next available 
executable bid price of $3.79. In this example, 20 strategies can be 
opened at multiple price points ranging from $3.73 up to $3.79. None 
of these Potential Opening Prices would cause the unexecuted $3.73 
buy order to be available at a price which crosses the Opening 
Price, therefore, the System opens at the mid-point of such prices, 
$3.76. The Opening Price seeks to distribute to the extent possible 
price improvement to both the bid and offer side of the transaction.

    Example--Mid-Point When Interest is Equal In Size

    ``Provided such crossing interest is equal in size, the System 
will calculate the Potential Opening Price based on the mid-point of 
lowest executable bid price and the highest executable offer price, 
rounded, if necessary, up to the closest minimum trading increment''

Complex Order Strategy: A+B strategy
Quote for Leg A @ 1.75 x 1.95 each
Quote for Leg B @ 1.75 x 1.95 each
Boundary Price= 3.50 (10)-3.90 (10)
(Leg A Bid 1.75 + Leg B Bid 1.75 = 3.50)

[[Page 16745]]

(Leg A Offer 1.95 + Leg B Offer 1.95 = 3.90)
Complex Order #1: Buy 10 for $3.78
Complex Order #2: Buy 20 for $3.74
Complex Order #3: Buy 10 at $3.71
Complex Order #4: Sell 20 at $3.64
Complex Order #5: Sell 20 at $3.66

    With the proposed amendment, the Opening Price will be for 40 
strategies at a price of $3.69. The execution price of $3.69 is 
derived from the mid-point of the lowest executable bid price of 
$3.71 and the highest executable offer price of $3.66, rounded up to 
the closest minimum trading increment.
    If the example were changed slightly such that Complex Order #4 
and Complex Order #5 were Market Complex Orders rather than Limit 
Orders, the Opening Price for the 40 strategies would be $3.61, 
which is derived from the mid-point of the lowest executable bid 
price of $3.71 and the highest executable offer of $3.50 (which is 
the Boundary Price of the sell Market Complex Orders), rounded up to 
the closest minimum trading increment.

    The Exchange notes that executable bids/offers include any interest 
that could be executed at the net price without trading through 
residual interest or the Boundary Price, or without trading at the 
Boundary Price where there is Public Customer interest at the best bid 
or offer for any leg, consistent with proposed Options 3, Section 
14(c)(2).\80\ Further, executable bids/offers would be bounded to the 
Boundary Price on the contra-side of the interest, for determination of 
the Opening Price described above when crossing interest is different 
in size and when crossing interest is equal in size.
---------------------------------------------------------------------------

    \80\ Proposed Options 3, Section 14(c)(2) provides, ``Complex 
strategies will not be executed at prices inferior to the best net 
price achievable from the best ISE bids and offers for the 
individual legs. Notwithstanding the provisions of Options 3, 
Section 10: (i) a Complex Options Strategies may be executed at a 
total credit or debit price with one other Member without giving 
priority to bids or offers established on the Exchange that are no 
better than the bids or offers in the individual options series 
comprising such total credit or debit; provided, however, that if 
any of the bids or offers established on the Exchange consist of a 
Priority Customer Order, the price of at least one leg of the 
complex strategy must trade at a price that is better than the 
corresponding bid or offer on the Exchange by at least one minimum 
trading increment for the series as defined in Options 3, Section 3; 
(ii) the option leg of a Stock-Option Strategy has priority over 
bids and offers for the individual options series established on the 
Exchange by Professional Orders and market maker quotes that are no 
better than the price of the options leg, but not over such bids and 
offers established by Priority Customer Orders; and (iii) the 
options legs of a Stock-Complex Strategy are executed in accordance 
with subparagraph (c)(2)(i).
---------------------------------------------------------------------------

    Proposed Supplementary .06(a) to Options 3, Section 14 provides for 
a Complex Uncrossing Process. The Complex Order Book will be uncrossed 
using the Complex Uncrossing Process described in paragraph (b) below 
if a resting Complex Order that is locked or crossed with other 
interest becomes executable during regular trading or as part of the 
Complex Opening Process. The proposed rule text is identical to ISE and 
MRX Supplementary .06(a) to Options 3, Section 14. Complex Strategies 
are uncrossed using the following procedure: (1) The System identifies 
the oldest Complex Order among the best priced bids and offers on the 
Complex Order Book. A Complex Order entered with an instruction that it 
must be executed at a price that is equal to or better than the 
national best bid or offer pursuant to paragraph (a) above is 
considered based on its actual limit or market price and not the price 
of the national best bid or offer for the component legs. The selected 
Complex Order is matched pursuant to proposed subparagraph (d)(2)-(3) 
with resting contra-side interest on the Complex Order Book and, for 
Complex Option Orders, bids and offers for the individual legs of the 
complex strategy. The process is repeated until the Complex Order Book 
is no longer executable.\81\
---------------------------------------------------------------------------

    \81\ See proposed Supplementary .06(b) to Options 3, Section 14.
---------------------------------------------------------------------------

    The System will process any remaining Complex Orders, including 
Opening Only Complex Orders in accordance with the Complex Uncrossing 
Process described in proposed Supplementary Material .06(b) to Options 
3, Section 14. Bids and offers for the individual legs of the Complex 
Option Order will also be eligible to trade in the Complex Uncrossing 
Process. If the Potential Opening Price is at or within the Boundary 
Prices, the Potential Opening Price becomes the Opening Price and the 
complex strategy will open pursuant to the Uncrossing described in 
proposed Supplementary Material .05(d)(5) of Options 3, Section 14. 
However, as is the case today, if the bid Boundary Price is higher than 
the offer Boundary Price, or if no valid Potential Opening Price can be 
found at or within the Boundary Prices, there will be no trade in the 
Complex Opening Price Determination and the complex strategy will open 
pursuant to the Complex Uncrossing process described in proposed 
Supplementary Material .06(b) of Options 3, Section 14. As noted above, 
this rule text is identical to ISE and MRX Supplementary Material .06 
to Options 3, Section 14.
COLA
    Phlx's current Complex Order execution process will be replaced 
with a process identical to ISE and MRX at Options 3, Section 14(c) and 
(d) and Supplementary .01 to Options 3, Section 14 with respect to 
Complex Order executions. The adoption of the ISE and MRX process will 
permit Phlx members and member organizations to opt in to a Complex 
Exposure where today they opt out of a Complex Order Live Auction or 
``COLA,'' which is described in current Options 3, Section 14(e).\82\
---------------------------------------------------------------------------

    \82\ In summary, the COLA is an automated auction for seeking 
additional liquidity and price improvement for Complex Orders. 
Specifically, Phlx's COLA is an auction intended to solicit interest 
in a particular Complex Order other than on the opening. A COLA may 
take place upon identification of the existence of a COLA-eligible 
order during normal trading if the System receives a Complex Order 
that improves the cPBBO. See current Options 3, Section 14(e)(i)(A).
---------------------------------------------------------------------------

    Today, on Phlx, after identifying a COLA-eligible order, Phlx's 
System sends a broadcast notice to participants indicating that the 
System has initiated a COLA. During the COLA Timer, participants may 
bid and/or offer on either or both side(s) of the market by submitting 
one or more bids or offers that improve the cPBBO, known as ``COLA 
Sweeps.'' If the System receives no COLA Sweeps or responsive Complex 
Orders during the COLA Timer, the COLA-eligible order may trade at the 
Phlx best bid or offer with quotes or orders on the limit order book 
for the components of the Complex Order, provided that the order can be 
executed in the correct ratio and at the desired price. If the System 
receives responses during the COLA Timer, the COLA-eligible order and 
the responsive COLA Sweeps or Complex Orders will trade. Phlx members 
and member organizations may elect to opt out of a COLA by marking 
their orders as Do Not Auction or ``DNA''. The term ``Do Not Auction'' 
means that this Complex Order is not ``COLA-eligible.'' \83\ In 
contrast, with the new proposal a Complex Exposure Auction must be 
designated by a member or member organization pursuant to Supplementary 
Material .01 to Options 3, Section 14. Both auctions require responses 
to improve the Complex Order Book and the synthetic book. Another 
difference between these auctions is that while the COLA does not early 
terminate, the Complex Order Exposure may early terminate as specified 
in Supplementary .01(b)(ii) to Options 3, Section 14.
---------------------------------------------------------------------------

    \83\ See Options 3, Section 14(a)(viii). A DNA Order prevents a 
market participant's complex order from triggering a COLA, pursuant 
to Options 3, Section 14(e), or joining one that is in progress.
---------------------------------------------------------------------------

Complex Exposure
    In lieu of a COLA, proposed Supplementary Material .01 to Options 
3, Section 14 proposes a Complex Exposure which would provide that 
members and member organizations

[[Page 16746]]

may elect to have their Complex Orders exposed for up to one second. 
Specifically, the proposed rule describes an auction process whereby 
Complex Orders that improve upon the best price for the same complex 
strategy on the Complex Order Book upon entry may be exposed for up to 
one second. The proposed rule text at Supplementary Material .01 to 
Options 3, Section 14 is identical to ISE and MRX Supplementary 
Material .01 to Options 3, Section 14.
    If designated by a member organization for exposure, eligible 
Complex Orders are exposed upon entry for a period of up to one (1) 
second pursuant to subparagraph (d)(1) as described hereafter. A 
Complex Order that improves upon the best price for the same complex 
strategy on the Complex Order Book (i.e., a limit order to buy priced 
higher than the best bid, a limit order to sell priced lower than the 
best offer, and a market order to buy or sell) is eligible to be 
exposed upon entry for a period of up to one (1) second as provided in 
Supplementary Material .01 to Options 3, Section 14. Incoming orders 
will not be eligible to be exposed if there are market orders on the 
Complex Order Book on the same side of the market for the same complex 
strategy.\84\
---------------------------------------------------------------------------

    \84\ See proposed Supplementary Material .01(a) to Options 3, 
Section 14.
---------------------------------------------------------------------------

    Upon entry of an eligible Complex Order, a broadcast message that 
includes net price or at market, size, and side will be sent and member 
organizations will be given an opportunity to enter Responses with the 
prices and sizes at which they are willing to participate in the 
execution of the Complex Order.\85\ Responses would only be executable 
against the Complex Order with respect to which they are entered, can 
be modified or withdrawn at any time prior to the end of the exposure 
period, and will be considered up to the size of the Complex Order 
being exposed. During the exposure period, the Exchange would broadcast 
the best Response price, and the aggregate size of Responses available 
at that price. At the conclusion of the exposure period, any unexecuted 
balance of a Response would be automatically cancelled for Exposure 
Only Complex Orders and for Exposure Complex Orders the remaining 
balance would be placed on the order book.\86\ The exposure period for 
a Complex Order will end immediately: (A) upon the receipt of a Complex 
Order for the same complex strategy on either side of the market that 
is marketable against the Complex Order Book or bids and offers for the 
individual legs; (B) upon the receipt of a non-marketable Complex Order 
for the same complex strategy on the same side of the market that would 
cause the price of the exposed Complex Order to be outside of the best 
bid or offer for the same complex strategy on the Complex Order Book; 
or (C) when a resting Complex Order for the same complex strategy on 
either side of the market becomes marketable against interest on the 
Complex Order book or bids and offers for same individual legs of the 
complex strategy.\87\
---------------------------------------------------------------------------

    \85\ See proposed Supplementary Material .01(b) to Options 3, 
Section 14.
    \86\ See proposed Supplementary Material .01(b)(i) to Options 3, 
Section 14.
    \87\ See proposed Supplementary Material .01(b)(ii) to Options 
3, Section 14.
---------------------------------------------------------------------------

    At the end of the exposure period, if the Complex Order still 
improves upon the best price for the complex strategy on the same side 
of the market, it is automatically executed to the greatest extent 
possible pursuant to proposed subparagraph (d)(2)-(3), taking into 
consideration: (i) bids and offers on the Complex Order Book (including 
interest received during the exposure period), (ii) bids and offers on 
the Exchange for the individual options series (including interest 
received during the exposure period), and (iii) Responses received 
during the exposure period, provided that when allocating pursuant to 
proposed subparagraph (d)(2)(ii). Responses are allocated pro-rata 
based on size. Thereafter, any unexecuted balance will be placed on the 
Complex Order Book (or cancelled in the case of an Exposure Only 
Complex Order). Notwithstanding the foregoing, proposed Supplementary 
Material .01(b)(ii) to Options 3, Section 14 shall not be applicable 
with respect to Stock Option Orders and Stock Complex Orders.\88\ 
Finally, if a trading halt is initiated during the exposure period in 
any series underlying the Complex Order, the Complex Order exposure 
process will be automatically terminated without execution.\89\
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    \88\ See proposed Supplementary Material .01(c) to Options 3, 
Section 14.
    \89\ See current Supplementary Material .01(d) to Options 3, 
Section 14.
---------------------------------------------------------------------------

    Example: Suppose the following market in complex strategy ABC:

    ISE Complex BBO: 10 @ 1.00 x 10 @ 1.05
    An Exposure Only Order is entered to buy 20 @ 1.03:
    A broadcast message is sent announcing the start of an exposure 
auction. During the exposure period, the following responses are 
received:
    Response 1: Sell 10 @ 1.03
    Response 2: Sell 5 @ 1.02
    At the end of the exposure period, the Exposure Only Order 
trades against:
    Response 2: 5 @ 1.02
    Response 1: 10 @ 1.03
    The remaining quantity of 5 contracts is then cancelled.

Complex Order Book
    Current Options 3, Section 14(f) describes Phlx's Complex Limit 
Order Book or ``CBOOK.'' Phlx's proposal adopts ISE and MRX Options 3, 
Section 14(d) which rule describes the execution of Complex Strategies 
on the Complex Order Book. Pursuant to current Phlx Options 3, Section 
14(f)(i), Complex Orders must be entered onto the CBOOK in increments 
of $0.01. The individual components of a Complex Order may be executed 
in minimum increments of $0.01, regardless of the minimum increments 
applicable to such components. Proposed Options 3, Section 14(c)(1) 
requires that bids and offers for Complex Options Strategies be 
expressed in one cent ($0.01) increments, and the options leg of 
Complex Options Strategies may be executed in one cent ($0.01) 
increments, regardless of the minimum increments otherwise applicable 
to the individual options legs of the order. The minimum increment is 
not changing. Phlx's allocation model for Complex Order will remain 
specific to Phlx as noted in Options 3, Section 14(d)(2) and will 
allocate in time priority according to its Options 3, Section 10 rules 
while ISE and MRX allocate according to ISE and MRX Options 3, Section 
10 rules.
    Today, Phlx permits non-broker-dealer customer and non-market maker 
broker-dealer Complex Orders to be entered on the CBOOK. An order 
resting on the CBOOK may execute against quotes or orders on the limit 
order book for the individual components of the order or against 
incoming Complex Order(s) that do not trigger a COLA Timer, whichever 
arrives first. An incoming Complex Order that does not trigger a COLA 
Timer may execute against interest on the limit order book for the 
individual components of the order or against Complex Orders resting on 
the CBOOK. Complex Orders on the CBOOK may be executed in one-cent 
increments, regardless of the minimum increments applicable to the 
individual components of the Complex Order. Complex orders in the CBOOK 
will be executed without consideration of any prices that might be 
available on other exchanges trading the same contracts. A Complex 
Order resting on the CBOOK will execute automatically against: (1) 
quotes, orders on the Limit Order book for the individual options 
components of the order, or sweeps, except if any of the components is 
the underlying security, and provided that the Complex

[[Page 16747]]

Order can be executed in full or in a permissible ratio by such quotes 
or orders (allocated in accordance with Options 3, Section 10)); or (2) 
an incoming marketable Complex Order(s) that do(es) not trigger a COLA 
Timer, whichever arrives first. Incoming marketable Complex Order that 
does not trigger a COLA Timer will trade in the manner specified in 
Options 3, Section 14(f)(iii)(B).
    Phlx's proposed rules at Options 3, Section 14(d) will provide that 
Complex strategies would be executed without consideration of any 
prices that might be available on other exchanges trading the same 
options contracts. Complex strategies would not be executable unless 
all of the terms of the strategy can be satisfied and the options legs 
can be executed at prices that comply with the provisions of proposed 
paragraph (c)(2) of Options 3, Section 14.\90\ Complex strategies, 
other than those that are executed as crossing transactions pursuant to 
Options 3, Sections 12 and 13, would be automatically executed as 
described in proposed Options 3, Section 14(d). Each Complex Order must 
specify upon entry whether it should be exposed upon entry if eligible, 
or whether such Complex Order should be processed without being 
exposed. Eligible incoming Complex Orders that are designated for 
exposure would be exposed for price improvement pursuant to proposed 
Supplementary Material .01 to Options 3, Section 14.\91\ Complex 
Options Orders would be executed at the best net price available from 
Complex Order Exposure pursuant to proposed Supplementary Material .01 
to Options 3, Section 14, executable Complex Orders on the Complex 
Order Book, and bids and offers for the individual options series; 
provided that at each price, executable Complex Options Orders will be 
automatically executed first against executable bids and offers on the 
Complex Order book prior to legging in the single leg order book. 
Notwithstanding the foregoing, executable Complex Options Orders will 
execute against Public Customer interest on the single leg book at the 
same price before executing against the Complex Order Book.\92\ Thus, 
Public Customer Orders on the single leg order book shall retain 
priority and will execute prior to any other Complex Order or non-
Public Customer single leg interest at the same price. Stock Option 
Orders and Stock Complex Orders will be executed at the best net price 
available from Complex Order Exposure pursuant to proposed 
Supplementary Material .01 to Options 3, Section 14 and executable 
Complex Orders on the Complex Order Book. The Exchange may designate on 
a class basis whether bids and offers at the same price on the Complex 
Order Book will be executed: (i) in time priority; or (ii) pro-rata 
based on size pursuant to Options 3, Section 10(a)(1)(E) and (F).\93\
---------------------------------------------------------------------------

    \90\ For example, assume the Phlx PBBO for series A is $1.00 x 
$1.10 and the Phlx PBBO for series B is $0.95 x $1.05. A resting 
Complex Order to sell series A and sell series B at a net price of 
$2.16 is not executable because one of the legs of the Complex Order 
would need to be executed at a price that is above the best offer 
available for the individual series (i.e., $1.10 for series A and 
$1.06 for series B; or $1.11 for series A and $1.05 for series B). 
Nor would such a Complex Order be executable at a net price of $2.15 
if there were Public Customer orders on the Exchange to sell series 
A and/or series B at the Phlx best offer; however, the Complex Order 
would be executable at a price of $2.14.
    \91\ See proposed Options 3, Section 14(d)(1).
    \92\ See proposed Options 3, Section 14(d)(2).
    \93\ See proposed Options 3, Section 14(d)(2). Phlx's will 
retain its allocation methodology pursuant to Options 3, Section 10, 
whereas ISE has a different allocation model in its Options 3, 
Section 10. Phlx amended its allocation model in SR-Phlx-2024-71. 
See Securities Exchange Act Release No. 101989 (December 30, 2024), 
89 FR 106888 (December 30, 2024) (SR-Phlx-2024-71). SR-Phlx-2024-71 
is effective but not yet operative. SR-Phlx-2024-71 would be 
operative at the same time as this rule change as they are both part 
of the same technology migration.
---------------------------------------------------------------------------

    Pursuant to proposed Options 3, Section 14(d)(3), if there is no 
executable contra-side complex interest on the Complex Order Book at a 
particular price, executable Complex Options Orders up to a maximum 
number of legs (determined by the Exchange on a class basis as either 
two legs, three legs or four legs) may be automatically executed 
against bids and offers on the Exchange for the individual options 
series provided the Complex Order can be executed in full or in a 
permissible ratio by such bids and offers. Legging Orders may be 
automatically generated on behalf of Complex Options Orders so that 
they are represented at the best bid and/or offer on the Exchange for 
the individual legs of the Complex Options Order as provided in 
proposed Options 3, Section 7(k). Notwithstanding the foregoing: 
Complex Orders with two option legs where both legs are buying or both 
legs are selling and both legs are calls or both legs are puts may only 
trade against other Complex Orders in the Complex Order Book pursuant 
to proposed Options 3, Section 14(d)(3)(A). The System will not 
generate Legging Orders for these Complex Orders pursuant to proposed 
Options 3, Section 14(d)(3)(A). Complex Orders with three or four 
option legs where all legs are buying or all legs are selling may only 
trade against other Complex Orders in the Complex Order Book pursuant 
to proposed Options 3, Section 14(d)(3)(B). Pursuant to proposed 
Options 3, Section 14(d)(4), complex strategies that are not executable 
may rest on the Complex Order Book until they become executable.
Stock Option and Stock-Complex Orders
    Stock Option and Stock-Complex Orders are described in proposed 
Supplementary Material .02 to Options 3, Section 14 which describes an 
automated process for the communication of stock-option orders by 
electronically transmitting the orders related to the stock leg(s) for 
execution on behalf of the parties to the trade. The Exchange notes 
that the manner in which Phlx handles Complex Orders with a stock 
component is not being amended with this proposal. Today, Phlx 
similarly handles Complex Orders with a stock component as noted in 
proposed Supplementary Material .02 to Options 3, Section 14.
    Specifically, the Exchange states at proposed Supplementary 
Material .02 to Options 3, Section 14, ``The Exchange will 
electronically communicate the stock leg of an executable Stock-Option 
Order and Stock-Complex Order to NES for execution. To execute Stock-
Option Orders and Stock-Complex Orders on the Exchange, member 
organizations must enter into a brokerage agreement with Nasdaq 
Execution Services or ``NES.'' \94\ The Exchange will automatically 
transmit the stock leg of a trade to NES.''
---------------------------------------------------------------------------

    \94\ NES is a broker-dealer, owned and operated by Nasdaq, Inc. 
NES, an affiliate of the Exchange.
---------------------------------------------------------------------------

    Additionally, similar to language described in current Options 3, 
Section 14(a) regarding compliance with the Qualified Contingent Trade 
Exemption from Rule 611(a) of Regulation NMS, the Exchange proposes 
similar language in proposed Supplementary Material .07 to Options 3, 
Section 14. Specifically, this rule text would provide,

Qualified Contingent Trade Exemption. Members and member 
organizations may only submit Complex Orders in Stock-Option 
Strategies and Stock-Complex Strategies if such Complex Orders 
comply with the Qualified Contingent Trade Exemption from Rule 
611(a) of Regulation NMS under the Exchange Act. Members and member 
organizations submitting Complex Orders in Stock-Option Strategies 
and Stock-Complex Strategies represent that they comply with the 
Qualified Contingent Trade Exemption. member organizations of FINRA 
or The Nasdaq Stock Market (``Nasdaq'') are required to have a 
Uniform Service Bureau/Executing Broker Agreement (``AGU'') with 
Nasdaq Execution Services, LLC (``NES'') in order to

[[Page 16748]]

trade Complex Orders in Stock-Option Strategies and Stock-Complex 
Strategies; firms that are not members of FINRA or Nasdaq are 
required to have a Qualified Special Representative (``QSR'') 
arrangement with NES in order to trade Complex Orders in Stock-
Option Strategies and Stock-Complex Strategies. In addition, the 
stock leg of a stock-option order must be marked ``buy,'' ``sell,'' 
``sell short,'' or ``sell short exempt'' in compliance with 
Regulation SHO under the Exchange Act.

Floor Complex Orders

    In light of the proposed changes to the Options 3, Section 14 
rules, the Exchange proposes to amend Options 8, Section 32, Types of 
Floor-Based (Non-System) Orders to provide the types of Complex Orders 
that would be available on the Exchange's trading floor.\95\ The 
Exchange proposes to amend Options 8, Section 32(a)(3)-(5) to align to 
the new terms in Options 3, Section 14(a)(1)-(3) which terms also 
provide the ratios applicable for these Complex Orders. Specifically, 
the Exchange proposes to note that a Complex Options Strategy, Stock-
Option Strategy and Stock-Complex Strategy are available for trading on 
the Exchange's trading floor, in open outcry. The current terms, 
Complex Orders and Stock-Option Order will no longer exist. The 
Exchange also proposes to renumber current Options 8, Section 32(a)(5) 
as (a)(6).
---------------------------------------------------------------------------

    \95\ The order types were renumbered in SR-Phlx-2024-71. See 
Securities Exchange Act Release No. 101989 (December 30, 2024), 89 
FR 106888 (December 30, 2024) (SR-Phlx-2024-71). SR-Phlx-2024-71 is 
effective but not yet operative. SR-Phlx-2024-71 would be operative 
at the same time as this rule change as they are both part of the 
same technology migration. This proposal reflects that numbering.
---------------------------------------------------------------------------

    The Exchange proposes to specifically note in Options 8, Section 
32(b)(1) that a Complex Order may be designated as an Immediate-or-
Cancel Order that is to be executed in whole or in part upon receipt. 
Any portion not so executed is cancelled. Additionally, the Exchange 
proposes to note in Options 8, Section 32(b)(2) that a Complex Order 
may be designated as a Day Order that if not executed, expires at the 
end of the day on which it was entered. The Exchange proposes to amend 
Options 3, Section 32(f)(7) that relates to a Complex Order to note 
that a Complex Order is a type of multi-leg order \96\ that meets the 
definition of Complex Options Strategy in Options 3, Section 14(a)(1), 
Stock-Option Strategy in Options 3, Section 14(a)(2) or Stock-Complex 
Strategy in Options 3, Section 14(a)(3). Finally, the Exchange proposes 
to remove the term ``DNA Order'' at Options 8, Section 32(f)(8). A DNA 
Order will no longer exist. The Exchange notes that DNA Orders are not 
being utilized by floor participants on Phlx's trading floor. Today, 
ISE and MRX do not utilize a DNA Order.
---------------------------------------------------------------------------

    \96\ The Exchange proposes to lower case the term ``multi-leg 
order.''
---------------------------------------------------------------------------

    As noted above in this proposal, the Exchange also proposes to cite 
to the amended definitions at Options 8, Section 32(a)(3)-(5) which 
reference Options 3, Section 14(a)(1)-(3) by amending the Spread Type 
Priority description at Options 8, Section 24(j). The Exchange proposes 
to define a conforming ratio at Options 1, Section 1(b)(13) as 
discussed later in this proposal.\97\
---------------------------------------------------------------------------

    \97\ As proposed, the term ``conforming ratio'' is where the 
ratio between the sizes of the options components of a Complex Order 
is equal to or greater than one-to-three (.333) and less than or 
equal to three-to-one (3.00). For example, a one-to-two (.5) ratio, 
a two-to-three (.667) ratio, or a two-to-one (2.00) ratio is a 
conforming ratio, whereas a one-to-four (.25) ratio or a four-to-one 
(4.0) ratio is not; where one component of the Complex Order is the 
underlying security, the ratio between any options component and the 
underlying security component must be less than or equal to eight 
contracts to 100 shares of the underlying security.
---------------------------------------------------------------------------

Trading Halts
    The Exchange proposes to amend Options 3, Section 9(d)(2) which 
describes how the Exchange will open an affected option after a trading 
halt. Today, Options 3, Section 9(d)(2) states that,

    After the opening, the Exchange shall reject Market Orders, as 
defined in Options 8, Section 32(a) (including Complex Orders, as 
defined in Options 3, Section 14), and shall notify Participants of 
the reason for such rejection. The Exchange shall cancel Complex 
Orders that are Market Orders residing in the System if they are 
about to be executed by the System.

    The Exchange proposes to amend Options 3, Section 9(d)(2) to 
instead provide,

    After the opening, the Exchange shall reject Market Orders, as 
defined in Options 8, Section 32(a) (including Market Complex 
Orders, as defined in Options 3, Section 14(b), and shall notify 
members and member organizations of the reason for such rejection. 
The Exchange shall cancel Market Complex Orders residing in the 
System if the Market Complex Order becomes marketable while the 
affected underlying is in a Limit or Straddle State. Market Complex 
Orders exposed for price improvement pursuant to Supplementary 
Material .01 to Options 3, Section 14, pending in the System will 
continue to be processed. If at the end of the exposure period the 
affected underlying is in a Limit or Straddle State, the Market 
Complex Order will be cancelled. If the affected underlying is no 
longer in a Limit or Straddle State after the exposure period, the 
Market Complex Order will be processed with normal handling.

    Specifically, the Exchange proposes to utilize the new definition 
of Market Complex Order proposed in Options 3, Section 14(b)(1).\98\ 
The Exchange proposes to replace the word ``Participants'' with members 
and member organizations.
---------------------------------------------------------------------------

    \98\ As proposed, A Market Complex Order is a Complex Order to 
buy or sell a complex strategy that is to be executed at the best 
price obtainable. If not executable upon entry, such orders will 
rest on the Complex Order Book unless designated as fill-or-kill or 
immediate-or-cancel. Phlx currently permit Market Complex Orders in 
its COOP.
---------------------------------------------------------------------------

    The Exchange notes that the proposed language in Options 3, Section 
9 considers the potential impacts to Market Complex Orders during a 
trading halt and ensures that the System cancels affected series but 
permits certain orders to be processed provided a Limit or Straddle 
State is not in effect. The proposed change to Options 3, Section 9 is 
identical to ISE Options 3, Section 9.
Simple Order Risk Protections
    The Exchange proposes to amend a Market Wide Risk Protection at 
Options 3, Section 15(a)(3) for single-leg orders.\99\ This risk 
protection which is comprised of an ``Order Entry Rate Protection'' 
which protects Members against entering orders at a rate that exceeds 
predefined thresholds, and an ``Order Execution Rate Protection,'' 
which protects Members against executing orders at a rate that exceeds 
their predefined risk settings. Both of these risk protections are 
detailed in the ``Market Wide Risk Protection.''
---------------------------------------------------------------------------

    \99\ SR-Phlx--2024-71 proposed a new Market Wide Risk Protection 
at Options 3, Section 15(a)(3). See Securities Exchange Act Release 
No. 101989 (December 30, 2024), 89 FR 106888 (December 30, 2024) 
(SR-Phlx-2024-71). SR-Phlx-2024-71 is effective but not yet 
operative. SR-Phlx-2024-71 would be operative at the same time as 
this rule change as they are both part of the same technology 
migration.
---------------------------------------------------------------------------

    Today, pursuant to the proposed Market Wide Risk Protection rule, 
the Exchange's System maintains one or more counting programs for each 
Member that count orders entered and contracts traded on ISE and MRX. 
Members can use multiple counting programs to separate risk protections 
for different groups established within the Member. Phlx Options 3, 
Section 15(a)(1)(C) currently states, that the counting programs will 
maintain separate counts, over rolling time periods specified by the 
Member for each count of: (1) the total number of orders entered. The 
Exchange proposes to amend this risk protection to consider counts for 
Complex Orders with options legs in addition to single-leg orders. 
Specifically, the Exchange proposes to add new (2) through (6) to 
Options 3,

[[Page 16749]]

Section 15(a)(3), which rule text is identical to ISE and MRX Options 
3, Section 15(a)(1)(C) as it pertains to Complex Orders. Specifically, 
---------------------------------------------------------------------------
the Exchange proposes to add the following rule text:

    Market Wide Risk Protection. All member organizations must 
provide parameters for the order entry and execution rate 
protections described in this Rule. The Exchange will also establish 
default values for each of these parameters that apply to member 
organizations that do not submit the required parameters, and will 
announce these default values in an Options Trader Alert to be 
distributed to member organizations. The System will maintain one or 
more counting programs for each member organization that count 
orders entered and contracts traded on Phlx. Member organizations 
can use multiple counting programs to separate risk protections for 
different groups established within the member organizations. The 
counting programs will maintain separate counts, over rolling time 
periods specified by the member organization for each count, of: (1) 
the total number of orders entered in the regular order book; (2) 
the total number of Complex Option Orders entered in the complex 
order book; (3) the total number of Stock-Option and Stock-Complex 
Orders entered into the complex order book; (4) the total number of 
contracts traded in regular orders; (5) the total number of 
contracts traded in Complex Options Orders; and (6) the total number 
of contracts traded in Stock-Option and Stock-Complex Orders entered 
into the complex order book. The minimum and maximum duration of the 
applicable time period will be established by the Exchange and 
announced via an Options Trader Alert.

    The proposed rule text would include a complex execution count for 
Complex Option Orders, Stock-Option and Stock-Complex Orders. As 
proposed, the counting programs will maintain separate counts, over 
rolling time periods specified by the member or member organization for 
each count. This risk protection will reduce risk associated with 
system errors or market events that may cause members and member 
organizations to send a large number of orders, or receive multiple, 
automatic executions, before they can adjust their exposure in the 
market. Without adequate risk management tools, such as those proposed 
in this filing, members and member organizations could reduce the 
amount of order flow and liquidity that they provide on Phlx. As a 
result, the functionality promotes just and equitable principles of 
trade.
Complex Order Risk Protections
    Today, Phlx offers a Strategy Price Protection or ``SPP'' feature 
of the System that prevents certain Complex Order Strategies from 
trading at prices outside of pre-set standard limits. Today, SPP 
applies to Vertical Spreads, Time Spreads, Box Spreads and Butterfly 
Spreads.\100\ A Vertical Spread is a Complex Order Strategy consisting 
of the purchase of one call (put) option and the sale of another call 
(put) option overlying the same security that have the same expiration 
but different strike prices.\101\ With this protection, the SPP will 
calculate the maximum possible value of a Vertical Spread by 
subtracting the value of the lower strike price from the value of the 
higher strike price as between the two components. For example, a 
Vertical Spread consisting of the purchase of one January 30 call and 
the sale of one January 35 call would have a maximum value of $5.00. 
The minimum possible value of a Vertical Spread is always zero.\102\ 
The SPP ensures that a Vertical Spread will not trade at a net price of 
less than the minimum possible value (minus a pre-set value setting an 
acceptable range) or greater than the maximum possible value (plus a 
pre-set value setting an acceptable range).\103\ A Time Spread is a 
Complex Order Strategy consisting of the purchase of one call (put) 
option and the sale of another call (put) option overlying the same 
security that have different expirations but the same strike 
price.\104\ The maximum possible value of a Time Spread is unlimited. 
The minimum possible value of a Time Spread is zero.\105\ The SPP will 
ensure that a Time Spread will not trade at a price of less than zero 
(minus a pre-set value setting an acceptable range).\106\ Pursuant to 
current Options 3, Section 16(a)(iii), If the limits (on either side of 
the market) set forth in sub-paragraphs (i)(B) and (ii)(B) are violated 
by an execution, the System will cancel the order.
---------------------------------------------------------------------------

    \100\ See current Options 3, Section 16(a). The current rule 
fails to note that BOX and Butterfly spreads also utilize SPP.
    \101\ See current Options 3, Section 16(a)(i).
    \102\ See current Options 3, Section 16(a)(i)(A).
    \103\ See current Options 3, Section 16(a)(i)(B). The pre-set 
value and acceptable range will be uniform for all options traded on 
the Exchange as determined by the Exchange and communicated to 
membership on the Exchange's website. See also current Options 3, 
Section 16(a)(i)(C).
    \104\ See current Options 3, Section 16(a)(ii).
    \105\ See current Options 3, Section 16(a)(ii)(A).
    \106\ See current Options 3, Section 16(a)(ii)(B).
---------------------------------------------------------------------------

    The Exchange is modifying the Complex Order risk protections at 
current Options 3, Section 16 so that they are identical to the Complex 
Order risk protections at ISE and MRX Options 3, Section 16. As an 
overview, the Exchange proposes to (1) replace the ACE Parameter with a 
price limit utilized by ISE and MRX at Options 3, Section 16(a); (2) 
adopt ``Do-Not-Trade-Through'' or ``DNTT'' functionality is identical 
to ISE and MRX Options 3, Section 16(a); (3) amend the Strategy 
Protections in proposed Options 3, Section 16(b) to: (a) adopt a new 
Vertical Spread Protection in proposed Options 3, Section 16(b)(1); (b) 
adopt a Calendar Spread Protection in proposed Options 3, Section 
16(b)(2) that would replace the Time Spread in current Options 3, 
Section 16(a)(ii); (c) relocate the current Butterfly Spread Protection 
in current Options 3, Section 16(c) to proposed Options 3, Section 
16(b)(3) and amend the rule text; and (d) relocate the current Box 
Spread Protection in current Options 3, Section 16(d) to proposed 
Options 3, Section 16(b)(4) and amend the rule text; and (3) adopt 
Other Price Protections in proposed Options 3, Section 16(c) which 
apply to Complex Orders which are identical to price protections at ISE 
and MRX Options 3, Section 16(c), specifically a Complex Order Price 
Protection, a Size Limitation Protection, and a Price Level Protection.
    Proposed Phlx Options 3, Section 16(b) will similarly provide with 
respect to Complex Orders,

    Where one component of a Complex Order is the underlying 
security, the Exchange shall electronically communicate the 
underlying security component of a Complex Order to Nasdaq Execution 
Services, LLC (``NES''), its designated broker dealer, for immediate 
execution. Such execution and reporting will occur otherwise than on 
the Exchange and will be handled by NES pursuant to applicable rules 
regarding equity trading. The execution price must be within the 
high-low range for the day in that stock at the time the Complex 
Order is processed and within a certain price from the current 
market, which the Exchange will establish in an Options Trader 
Alert. If the stock price is not within these parameters, the 
Complex Order is not executable.
    When the short sale price test in Rule 201 of Regulation SHO is 
triggered for a covered security, NES will not execute a short sale 
order in the underlying covered security component of a Complex 
Order if the price is equal to or below the current national best 
bid. However, NES will execute a short sale order in the underlying 
covered security component of a Complex Order if such order is 
marked ``short exempt,'' regardless of whether it is at a price that 
is equal to or below the current national best bid. If NES cannot 
execute the underlying covered security component of a Complex Order 
in accordance with Rule 201 of Regulation SHO, the Exchange will 
cancel back the Complex Order to the entering member organization. 
For purposes of this paragraph, the term ``covered security'' shall 
have the same meaning as in Rule 201(a)(1) of Regulation SHO.

    As proposed, Phlx Options 3, Section 16(d) similarly provides that 
with respect to Complex Orders in Stock-Option Strategies and Stock-
Complex

[[Page 16750]]

Strategies, the Exchange shall electronically communicate the 
underlying security component of a Complex Order to NES, its designated 
broker dealer, for immediate execution. As is the case today, such 
execution and reporting will not occur on the Exchange and will be 
handled by NES pursuant to applicable rules regarding equity trading. 
As is the case today, NES will ensure that the execution price is 
within the high-low range for the day in that stock at the time the 
Complex Order is processed and within a certain price from the current 
market pursuant to proposed Options 3, Section 16(a). If the stock 
price is not within these proposed parameters, the Complex Order is not 
executable and the Exchange will hold the Complex Order on the Order 
Book, if consistent with Member instructions. Similar to ISE and MRX, 
Phlx utilizes NES, today, to execute Stock-Tied Complex Orders.
    Further, proposed Options 3, Section 16(e) provides, when the short 
sale price test in Rule 201 of Regulation SHO is triggered for a 
covered security, NES will not execute a short sale order in the 
underlying covered security component of a Complex Order if the price 
is equal to or below the current national best bid. This is the case 
today. However, as is the case today, NES will execute a short sale 
order in the underlying covered security component of a Complex Order 
if such order is marked ``short exempt,'' regardless of whether it is 
at a price that is equal to or below the current national best bid. If 
NES cannot execute the underlying covered security component of a 
Complex Order in accordance with Rule 201 of Regulation SHO, the 
Exchange will hold the Complex Order on the Complex Order Book, if 
consistent with Member instructions, as is the case today. The order 
may execute at a price that is not equal to or below the current 
national best bid, as is the case today. For purposes of Options 3, 
Section 16(e), the term ``covered security'' shall have the same 
meaning as in Rule 201(a)(1) of Regulation SHO.
    Today, Phlx utilizes its Acceptable Complex Execution or ``ACE'' 
Parameter to define a price range outside of which a Complex Order will 
not be executed.\107\ More specifically, the ACE Parameter is either a 
percentage or number defined by the Exchange and may be set at a 
different percentage or number for Complex Orders where one of the 
components is the underlying security. The ACE Parameter price range is 
based on the cNBBO at the time an order would be executed. A Complex 
Order to sell will not be executed at a price that is lower than the 
cNBBO bid by more than the ACE Parameter. A Complex Order to buy will 
not be executed at a price that is higher than the cNBBO offer by more 
than the ACE Parameter. A Complex Order or a portion of a Complex Order 
that cannot be executed within the ACE Parameter pursuant to Options 3, 
Section 16(b)(i) will be placed on the CBOOK.\108\
---------------------------------------------------------------------------

    \107\ See current Options 3, Section 16(b)(i).
    \108\ See current Options 3, Section 16(b)(i).
---------------------------------------------------------------------------

    Phlx proposes to replace the ACE Parameter with a price limit 
utilized by ISE and MRX.\109\ Phlx would adopt the identical price 
limit utilized by ISE and MRX at Options 3, Section 16(a). As provided 
in proposed Options 3, Section 14(d)(2), the legs of a complex strategy 
may be executed at prices that are inferior to the prices available on 
other exchanges trading the same options series. Notwithstanding 
Options 3, Section 14(d)(2), Phlx proposes to states that the System 
will not permit any leg of a complex strategy to trade through the NBBO 
for the series or any stock component by a configurable amount 
calculated as the lesser of (i) an absolute amount not to exceed $0.10, 
and (ii) a percentage of the NBBO not to exceed 500%, as determined by 
the Exchange on a class, series or underlying basis. A member or member 
organization may also include an instruction on a Complex Order that 
each leg of the Complex Order is to be executed only at a price that is 
equal to or better than the NBBO on the opposite side for the options 
series or any stock component, as applicable (``Do-Not-Trade-Through'' 
or ``DNTT''). The proposed DNTT functionality is identical to ISE and 
MRX Options 3, Section 16(a). As proposed, the System will reject 
orders for a complex strategy where all legs are to buy if entered at a 
price that is less than the minimum net price, which is calculated as 
the sum of the ratio on each leg relative to the other legs of the 
complex strategy multiplied by the minimum increment applicable to that 
leg pursuant to Options 3, Section 14(c)(1). For example, if a Complex 
Order has three legs where Leg 1 is a buy of 100 contracts, Leg 2 is a 
buy of 200 contracts, and Leg 3 is a buy of 300 contracts, then the 
ratio on each leg relative to the other legs is 1 by 2 by 3, and the 
allowable minimum net price is 6 (1+2+3) multiplied by $0.01 would 
equal $0.06.
---------------------------------------------------------------------------

    \109\ See ISE and MRX Options 3, Section 16(a).
---------------------------------------------------------------------------

    The proposed price limit will prevent the legs of a complex 
strategy from trading through the NBBO for the series or any stock 
component by a configurable amount calculated as the lesser of (i) an 
absolute amount not to exceed $0.10, and (ii) a percentage of the NBBO 
not to exceed 500%, as determined by the Exchange on a class, series, 
or underlying basis.
    Phlx also proposes to adopt Strategy Protections in proposed 
Options 3, Section 16(b). These protections will apply throughout the 
trading day, including pre-market, during the Opening Process and 
during a trading halt. The protections will not apply to Complex Orders 
being auctioned and auction responses in Price Improvement Mechanism 
within Options 3, Section 13. The Strategy Protections in Options 3, 
Section 16(b) as the Vertical Spread Protection, Calendar Spread 
Protection, Butterfly Spread Protection, and Box Spread Protection, and 
are aimed at preventing the potential execution of certain complex 
strategies outside of specified price parameters.
    The Exchange proposes to adopt a new Vertical Spread Protection in 
proposed Options 3, Section 16(b)(1). The Vertical Spread Protection 
will apply to a vertical spread. A vertical spread is an order to buy a 
call (put) option and to sell another call (put) option in the same 
security with the same expiration but at a higher (lower) strike 
price.\110\ The System will reject a Vertical Spread order when entered 
with a net price of less than zero (minus a pre-set value), and will 
prevent the execution of a Vertical Spread order at a price that is 
less than zero (minus a pre-set value) when entered as a Market Order 
to sell. The Exchange will set a pre-set value not to exceed $1.00 to 
be applied uniformly across all classes. The Exchange may amend the 
pre-set value uniformly across all classes.\111\ The System will reject 
a Vertical Spread order when entered with a net price greater than the 
value of the higher strike price minus the lower strike price (plus a 
pre-set value), and will prevent the execution of a Vertical Spread 
order at a price that is greater than the value of the higher strike 
price minus the lower strike price (plus a pre-set value) when entered 
as a Market Order to buy. The pre-set value used by the vertical spread 
check will be the lesser of (1) an absolute amount not to exceed $1.00 
and (2) a percentage of the difference between the strike prices not to 
exceed 10% to be applied uniformly across all classes. The Exchange may 
amend the pre-set value uniformly across all classes.\112\ The proposed 
Vertical Spread Protection and the current Vertical Spread Protection 
are

[[Page 16751]]

substantially similar. Today, Phlx only has a set absolute amount 
configured by the Exchange for the `pre-set value' while the proposed 
protection utilizes the lesser of an absolute amount or a percentage 
amount as the pre-set value.\113\ The proposed change would be an 
improvement over the existing Vertical Spread Protection because it 
would better protect market complex order strategies with narrower 
spreads.
---------------------------------------------------------------------------

    \110\ See proposed Options 3, Section 16(a)(1)(A).
    \111\ See proposed Options 3, Section 16(a)(1)(B).
    \112\ See proposed Options 3, Section 16(a)(1)(C).
    \113\ Today, ISE's System Setting document notes that the 
Vertical Spread Protection is the lesser of $1.00 or 5%. See <a href="https://www.nasdaq.com/docs/ISESystemSettings">https://www.nasdaq.com/docs/ISESystemSettings</a>. Phlx will have a similar 
setting that will be noted in its System Setting document that is 
publicly available.
---------------------------------------------------------------------------

    The Exchange proposes to adopt a Calendar Spread Protection in 
proposed Options 3, Section 16(b)(2) that would replace the Time Spread 
in current Options 3, Section 16(a)(ii) which is similar.\114\ The 
Calendar Spread Protection will apply to a Calendar Spread. A calendar 
spread is an order to buy a call (put) option with a longer expiration 
and to sell another call (put) option with a shorter expiration in the 
same security at the same strike price.\115\ The System will reject a 
Calendar Spread order when entered with a net price of less than zero 
(minus a preset value), and will prevent the execution of a Calendar 
Spread order at a price that is less than zero (minus a pre-set value) 
when entered as a Market Complex Order to sell. The Exchange will set a 
pre-set value not to exceed $1.00 to be applied uniformly across all 
classes. The Exchange may amend the pre-set value uniformly across all 
classes.\116\
---------------------------------------------------------------------------

    \114\ The Time Spread allows a maximum possible value of a Time 
Spread that is unlimited with a minimum possible value of Time 
Spread of zero.
    \115\ See proposed Options 3, Section 16(a)(2).
    \116\ See proposed Options 3, Section 16(a)(2)(A).
---------------------------------------------------------------------------

    Phlx proposes to relocate the current Butterfly Spread Protection 
in current Options 3, Section 16(c) to proposed Options 3, Section 
16(b)(3) and amend the rule text in current Options 3, Section 16(c)(i) 
that states,

    A Butterfly Spread including an order being auctioned and 
auction responses, that is priced higher than the Maximum Value or 
lower than the Minimum Value will be cancelled. A Butterfly Spread 
entered as a Market Order will be accepted but will be restricted 
from trading at a price higher than the Maximum Value or lower than 
the Minimum Value.

    The Exchange proposes to amend this language to state in proposed 
Options 3, Section 16(b)(3)(A),

    A Butterfly Spread Limit Order that is priced higher than the 
Maximum Value or lower than the Minimum Value will be rejected. A 
Butterfly Spread Market Order (or Butterfly Spread Limit Order 
entered with a net price inside the Butterfly Spread Protection 
Range) to buy (sell) will be restricted from executing by legging 
into the single leg market with a net price higher (lower) than the 
Maximum (Minimum) Value. The Butterfly Spread Protection Range is 
the absolute difference between the Minimum Value and the Maximum 
Value.

    The Exchange's amended language notes that the Butterfly Spread 
Protection Range is the absolute difference between the Minimum Value 
and the Maximum Value.\117\
---------------------------------------------------------------------------

    \117\ The Butterfly Spread Protection will continue to apply 
throughout the trading day, including pre-market, during the Opening 
Process and during Halts although the Exchange is removing this text 
in current Options 3, Section 16(c)(ii) so that the rule text is 
identical to ISE and MRX Options 3, Section 16(b)(3).
---------------------------------------------------------------------------

    Phlx proposes to relocate the current Box Spread Protection in 
current Options 3, Section 16(d) to proposed Options 3, Section 
16(b)(4) and amend the rule text in current Options 3, Section 16(d)(i) 
that states,

    A Box Spread including an order being auctioned and auction 
responses, that is priced higher than the Maximum Value or lower 
than the Minimum Value will be cancelled. A Box Spread entered as a 
Market Order will be accepted but will be restricted from trading at 
a price higher than the Maximum Value or lower than the Minimum 
Value.

    The Exchange proposes to amend this language to state in proposed 
Options 3, Section 16(b)(4)(A),

    A Box Spread Limit Order that is priced higher than the Maximum 
Value or lower than the Minimum Value will be rejected. A Box Spread 
Market Order (or Box Spread Limit Order entered with a net price 
inside the Box Spread Protection Range) to buy (sell) will be 
restricted from executing by legging into the single leg market with 
a net price higher (lower) than the Maximum (Minimum) Value. The Box 
Spread Protection Range is the absolute difference between the 
Minimum Value and the Maximum Value.

    The Exchange's amended language notes that the Box Spread 
Protection Range is the absolute difference between the Minimum Value 
and the Maximum Value.\118\
---------------------------------------------------------------------------

    \118\ The Box Spread Protection will continue to apply 
throughout the trading day, including pre-market, during the Opening 
Process and during Halts although the Exchange is removing this text 
in current Options 3, Section 16(d)(ii) so that the rule text is 
identical to ISE and MRX Options 3, Section 16(b)(4).
---------------------------------------------------------------------------

    Further, the Exchange proposes to provide at proposed Options 3, 
Section 16(b), identical to ISE and MRX Options 3, Section 16(b), that 
the complex risk protections would not apply to a Complex Order that 
includes at least one P.M.-settled leg and at least one A.M.-settled 
leg. A Complex Options Strategy may consist of legs with different 
expirations based on settlement (a.m. or p.m.-settled). The last day of 
trading for A.M.-settled index options shall be the business day 
preceding the business day of expiration, or, in the case of an option 
contract expiring on a day that is not a business day, the business day 
preceding the last day of trading in the underlying securities prior to 
the expiration date.\119\ In contrast, the last day of trading for 
P.M.-settled index options shall be the business day of expiration, or, 
in the case of an option contract expiring on a day that is not a 
business day, on the last business day before its expiration date.\120\
---------------------------------------------------------------------------

    \119\ See Options 4A, Section 12(e).
    \120\ See Options 4A, Section 12(f).
---------------------------------------------------------------------------

    The Exchange proposes to not apply the strategy protections in 
Options 3, Section 16(b) to a Complex Order that includes at least one 
P.M.-settled leg and at least one A.M.-settled leg.\121\ A Complex 
Order that includes at least one P.M.-settled leg and at least one 
A.M.-settled leg would not qualify as a Vertical Spread, Butterfly 
Spread, Calendar Spread or BOX Spread because the P.M.-settled leg and 
the A.M.-settled leg would have different expirations. The System 
considers these Complex Orders to be different products, as well as 
customized Complex Orders, so System limitations would prevent the 
application of the Strategy Price Protections to these Complex Orders. 
The Exchange notes that the Vertical Spread Protections, Butterfly 
Spread Protections and BOX Spread Protections all have the same 
expirations unlike a Complex Order that includes at least one P.M.-
settled leg and at least one A.M.-settled leg. The Exchange also notes 
that the System considers a Calendar Spread to have all legs in the 
same product, unlike a Complex Order that includes at least one P.M.-
settled leg and at least one A.M.-settled leg. A Complex Order that 
includes at least one P.M.-settled leg and at least one A.M.-settled 
leg would still be subject to the price limits for Complex Orders in 
Options 3, Section 16(a) and the price protections in Options 3, 
Section 16(c), namely the Complex Order Price Protection, Size 
Limitation and Price Level Protection.
---------------------------------------------------------------------------

    \121\ The a.m. expiration and p.m. expiration would have 
different settlement days.
---------------------------------------------------------------------------

    The Exchange proposes to adopt Other Price Protections in proposed 
Options 3, Section 16(c) which apply to Complex Orders which are 
identical to price protections at ISE and MRX Options 3, Section 16(c). 
The Exchange proposes to adopt a new Complex Order

[[Page 16752]]

Price Protection in proposed Options 3, Section 16(c)(1). This Complex 
Order Price Protection will put a limit on the amount by which the net 
price of an incoming Limit Complex Order to buy may exceed the net 
price available from the individual options series on the Exchange and 
the national best bid or offer for any stock leg, and by which the net 
price of an incoming Limit Complex Order to sell may be below the net 
price available from the individual options series on the Exchange and 
the national best bid or offer for any stock leg. Limit Complex Orders 
that exceed the pricing limit are rejected. The limit is established by 
the Exchange from time-to-time for Limit Complex Orders to buy (sell) 
as the net price available from the individual options series on the 
Exchange and the national best bid or offer for any stock leg plus 
(minus) the greater of: (i) an absolute amount not to exceed $2.00, or 
(ii) a percentage of the net price available from the individual 
options series on the Exchange and the national best bid or offer for 
any stock leg not to exceed 10%.\122\
---------------------------------------------------------------------------

    \122\ See proposed Options 3, Section 16(c)(1).
---------------------------------------------------------------------------

    The Exchange proposes to adopt a new Size Limitation protection in 
proposed Options 3, Section 16(c)(2) which is identical to ISE and MRX 
Options 3, Section 16(c)(2). The Size Limitation protection will place 
a limit on the number of contracts (and shares in the case of a Stock-
Option Strategy or Stock-Complex Strategy) any single leg of an 
incoming Complex Order may specify. Orders that exceed the maximum 
number of contracts (or shares) are rejected. The maximum number of 
contracts (or shares), which shall not be less than 10,000 (or 100,000 
shares), is established by the Exchange from time-to-time.\123\
---------------------------------------------------------------------------

    \123\ See proposed Options 3, Section 16(c)(2).
---------------------------------------------------------------------------

    The Exchange proposes to adopt a new Price Level Protection in 
proposed Options 3, Section 16(c)(3) which is identical to ISE and MRX 
Options 3, Section 16(c)(3). The Price Level Protection will place a 
limit on the number of price levels at which an incoming Complex Order 
to sell (buy) will be executed automatically with the bids or offers of 
each component leg when there are no bids (offers) from other exchanges 
at any price for the options series. Complex Orders are executed at 
each successive price level until the maximum number of price levels is 
reached on any component leg where the protection has been triggered, 
and any balance is canceled. The number of price levels for the 
component leg, which may be from one (1) to ten (10), is determined by 
the Exchange from time-to-time on a class-by-class basis.\124\
---------------------------------------------------------------------------

    \124\ See proposed Options 3, Section 16(c)(3).
---------------------------------------------------------------------------

    As a result of these new Complex Order price protections, the 
Exchange also proposes an amendment to Options 3, Section 7(d)(2).\125\ 
Currently, Options 3, Section 7(d)(2) provides, ``IOC orders may be 
entered through FIX or SQF, provided that an IOC order entered by a 
Market Maker through the SQF protocol will not be subject to the (A) 
Order Price Protection, Market Order Spread Protection, and Size 
Limitation Protection as defined in Options 3, Section 15(a)(1), 
(a)(2), and (b)(2) respectively, for single leg orders.'' With the 
addition of the proposed Complex Order Protections in Options 3, 
Section 16, the Exchange proposes to add additional language to the 
Immediate-or-Cancel order type, similar to ISE and MRX Options 3, 
Section 7(d)(2), and provide at new ``B'' to Options 3, Section 
7(d)(2), that an IOC order entered by a Market Maker through the SQF 
protocol will not be subject to the Complex Order Price Protection as 
defined in Options 3, Section 16(c)(1) for Complex Orders. The Exchange 
notes while it generally only permits orders (including IOC orders) to 
be entered into FIX,\126\ it does permit the entry of IOC orders by 
Market Makers into its quote protocol, SQF.\127\ The Exchange has 
elected not to apply the Complex Order Price Protection on IOC orders 
entered through SQF as it does for IOC orders entered through FIX 
because only Market Makers utilize SQF to enter IOC orders. Market 
Makers are professional traders with their own risk settings. FIX, on 
the other hand, is utilized by all market participants who may not have 
their own risk settings, unlike Market Makers. Market Makers utilize 
IOC orders to trade out of accumulated positions and manage their risk 
when providing liquidity on the Exchange. The Exchange understands that 
proper risk management, including using these IOC orders to offload 
risk, is vital for Market Makers. Market Makers handle a large amount 
of risk when quoting. Market Makers utilize their own risk management 
parameters when entering orders, minimizing the likelihood of a Market 
Maker's erroneous order from being entered. The Exchange believes that 
Market Makers, unlike other market participants, have the ability to 
manage their risk when submitting IOC orders through SQF and should be 
permitted to elect this method of order entry to obtain efficiency and 
speed of order entry, particularly in light of the quoting obligations 
that the Exchange imposes on these participants, unlike other market 
participants. The Exchange believes that allowing Market Makers to 
submit IOC orders through their preferred protocol increases their 
efficiency in submitting such orders and thereby allows them to 
maintain quality markets to the benefit of all market participants that 
trade on the Exchange. For the foregoing reasons, the Exchange has 
opted to not offer the Complex Order Price Protection for IOC orders 
entered through SQF because Market Makers have more sophisticated 
infrastructures than other market participants and are able to manage 
their risk.
---------------------------------------------------------------------------

    \125\ Options 3, Section 7(d)(2) was amended in SR-Phlx-2024-71. 
See Securities Exchange Act Release No. 101989 (December 30, 2024), 
89 FR 106888 (December 30, 2024) (SR-Phlx-2024-71).
    \126\ ``Financial Information eXchange'' or ``FIX'' is an 
interface that allows members and their Sponsored Customers to 
connect, send, and receive messages related to orders and auction 
orders and responses to and from the Exchange. Features include the 
following: (1) execution messages; (2) order messages; and (3) risk 
protection triggers and cancel notifications. See Options 3, Section 
7(a)(i)(A).
    \127\ ``Specialized Quote Feed'' or ``SQF'' is an interface that 
allows Lead Market Makers, Streaming Quote Traders (``SQTs'') and 
Remote Streaming Quote Traders (``RSQTs'') to connect, send, and 
receive messages related to quotes, Immediate-or-Cancel Orders, and 
auction responses into and from 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 Lead Market Maker, SQT or RSQT. Lead Market Makers, SQTs 
and RSQTs may only enter interest into SQF in their assigned options 
series. Immediate-or-Cancel Orders entered into SQF are not subject 
to the Order Price Protection, the Market Order Spread Protection, 
or Size Limitation in Options 3, Section 15(a)(1), (a)(2) and 
(b)(2), respectively. See Options 3, Section 7(a)(i)(B).
---------------------------------------------------------------------------

Order Routing
    The Exchange proposes to amend Options 5, Section 4, Order Routing. 
Specifically, the Exchange proposes to amend Options 5, Section 4(A) to 
amend the sentence that provides, ``The sole use of the Routing 
Facility by the System will be to route orders in options listed and 
open for trading on the System to away markets either directly or 
through one or more third-party unaffiliated routing broker-dealers 
pursuant to Exchange rules on behalf of the Exchange and, in addition, 
where one component of a Complex Order is the underlying security, to 
execute and report such component otherwise than on the Exchange, 
pursuant to Rule Options 3, Section 14(h).'' The Exchange proposes to 
amend this

[[Page 16753]]

sentence to state, ``The sole use of the Routing Facility by the System 
will be to route orders in options listed and open for trading on the 
System to away markets either directly or through one or more third-
party unaffiliated routing broker-dealers pursuant to Exchange rules on 
behalf of the Exchange.'' Options 3, Section 14(h) previously contained 
the rule text that is currently in Options 3, Section 16(b) and refers 
to the stock portion of an options order.\128\ The Exchange does not 
route the stock portion of an options order, rather NES routes the 
stock leg. Options 5, Section 4 applies only to options orders. The 
Exchange proposes to remove this sentence to conform the rule text to 
ISE Options 5, Section 4(a) rule text.
---------------------------------------------------------------------------

    \128\ See Securities Exchange Act Release No. 88213 (February 
14, 2020), 85 FR 9859 (February 20, 2020) (SR-Phlx-2020-03) (Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change To 
Relocate Rules From Its Current Rulebook Into Its New Rulebook 
Shell).
---------------------------------------------------------------------------

Options 1, Section 1
    The Exchange proposes to define a conforming ratio in Options 1, 
Section 1(b)(13) as follows,

    The term ``conforming ratio'' is where the ratio between the 
sizes of the options components of a Complex Order is equal to or 
greater than one-to-three (.333) and less than or equal to three-to-
one (3.00). For example, a one-to-two (.5) ratio, a two-to-three 
(.667) ratio, or a two-to-one (2.00) ratio is a conforming ratio, 
whereas a one-to-four (.25) ratio or a four-to-one (4.0) ratio is 
not; where one component of the Complex Order is the underlying 
security, the ratio between any options component and the underlying 
security component must be less than or equal to eight contracts to 
100 shares of the underlying security.

    This definition is the same definition that is currently in Phlx 
Options 3, Section 14(a)(ix). This definition would apply to all 
options rules where the term is utilized. The Exchange would also 
renumber the definitions at Options 1, Section 1(b)(13) to (32). The 
Exchange proposes to remove the term ``Off-Floor Broker-Dealer Order'' 
in current Options 1, Section 1(b)(33) as that term was removed from 
rules in a prior rule change.\129\ Additionally, the Exchange proposes 
to amend citations in various rules to amend them to conform to the 
revised numbering.\130\
---------------------------------------------------------------------------

    \129\ SR-Phlx-2024-71 removes the term ``off-floor broker-
dealer. See Securities Exchange Act Release No. 101989 (December 30, 
2024), 89 FR 106888 (December 30, 2024) (SR-Phlx-2024-71). SR-Phlx-
2024-71 is effective but not yet operative. SR-Phlx-2024-71 would be 
operative at the same time as this rule change as they are both part 
of the same technology migration.
    \130\ The Exchange proposes to remove citations to Options 2, 
Section 1(a), Options 4C, Section 2(b)(2), and Section 5(b), and 
Options 7, Section 1(c). The Exchange notes that the citations to 
``Streaming Quote Trader'' were incorrect and they are being 
corrected with this proposal.
---------------------------------------------------------------------------

Implementation
    The Exchange will implement this rule change on or before December 
20, 2025. Phlx would commence its implementation with a limited symbol 
migration and continue to migrate symbols over several weeks. The 
Exchange will issue an Options Trader Alert to Members to provide 
notification of the symbols that will migrate and the relevant dates.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\131\ in general, and furthers the objectives of 
Section 6(b)(5) of the Act,\132\ in particular, in that it is designed 
to promote just and equitable principles of trade and to protect 
investors and the public interest for the reasons discussed below.
---------------------------------------------------------------------------

    \131\ 15 U.S.C. 78f(b).
    \132\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

Legging Order Functionality
    The Exchange's proposal to amend the Legging Order type currently 
located at Options 3, Section 7(b)(10) so that it is identical to rule 
text at ISE and MRX Options 3, Section 7(k) is consistent with the Act 
because it will harmonize the Legging Order functionality.
    Providing that Legging Orders are treated as having no Public 
Customer capacity or Market Maker capacity on the single leg order 
book, regardless of being generated from Public Customer or Market 
Maker Complex Options Orders is consistent with the Act because a 
Legging Order is handled in the same manner as other orders on the 
single-leg order book except as otherwise provided in Options 3, 
Section 7(k), and is executed only after all other executable orders 
and quotes at the same price are executed in full. When a Legging Order 
is executed, the other component of the Complex Order on the Complex 
Order Book will be automatically executed against the best bid or offer 
on the Exchange. This rule text represents current System 
functionality. The Exchange believes that a Legging Order, created for 
the execution of a Complex Order, should not be afforded priority over 
resting orders and quotes on the single-leg order book, and therefore 
has determined to protect the priority on the single-leg order book of 
such resting orders and quotes. Miami International Securities 
Exchange, LLC (``MIAX'') similarly executes a derived order only after 
all other executable orders and quotes at the same price are executed 
in full.\133\ ISE and MRX have identical rule text at Options 3, 
Section 7(k) with the exception of the Market Maker capacity language. 
ISE and MRX have identical rule text at Options 3, Section 7(k) except 
that Phlx will allocate executed orders pursuant to its allocation 
model at Phlx Options 3, Section 10(a)(1)(E). ISE and MRX allocate 
executed orders pursuant to their allocation models in ISE and MRX 
Options 3, Section 10. Legging Orders would receive the allocation 
applicable to all other remaining interest in 10(a)(1)(G).
---------------------------------------------------------------------------

    \133\ See MIAX Rule 518(a)(9)(iv). See also Securities Exchange 
Act Release No. 79072 (October 7, 2016), 81 FR 71131 (October 14, 
2016) (SR-MIAX-2016-26) (Order Approving a Proposed Rule Change to 
Adopt New Rules to Govern the Trading of Complex Orders).
---------------------------------------------------------------------------

    Amending current Options 3, Section 7(b)(10)(A) which will be 
relocated to Options 3, Section 7(k)(1) to add ``or both leg(s)'' to 
the first sentence to provide that a Legging Order may be generated for 
each leg of a two-legged Complex Order is consistent with the Act 
because permitting both Legging Orders to execute as part of the 
execution of a particular Complex Options Order will allow more Complex 
Orders to execute while the price of the leg(s) will continue to be 
bounded by the price limits described in Options 3, Section 16(a).\134\ 
Permitting Phlx to have two Legging Orders related to the same Complex 
Options Order to be generated where both legs can execute as part of 
the execution of a particular Complex Options Order is consistent with 
the Act as it will allow more Complex Orders to execute while the price 
of the leg(s) will continue to be bounded by the price limits described 
in proposed Options 3, Section 16(a), similar to ISE and MRX Options 3, 
Section 7(k)(1). Automatically generating Legging Orders, which will 
only be executed after all other executable interest at the same price 
(including non-displayed interest) is executed in full, will provide 
additional execution opportunities for Complex Orders, without 
negatively

[[Page 16754]]

impacting any investors in the single-leg market. In fact, the 
generation of Legging Orders may enhance execution quality for 
investors in the single-leg market by improving the price and/or size 
of the PBBO and by providing additional execution opportunity for 
resting orders on the single-leg order book. The generation of Legging 
Orders is fully compliant with all regulatory requirements. In 
particular, Legging Orders are firm orders that will be displayed at 
the PBBO. Also, a Legging Order will be automatically removed if it is 
no longer displayable at the PBBO or if the net price of the Complex 
Order can no longer be achieved. Finally, the generation of Legging 
Orders is limited in scope, as they may be generated only for Complex 
Options Orders with two legs. Additionally, as noted herein, the 
Exchange will closely manage and curtail the generation of Legging 
Orders to assure that they do not negatively impact system capacity and 
performance. Today, two legging orders may be generated from the same 
Complex Options Order on ISE and MRX pursuant to Options 3, Section 
7(k)(1).
---------------------------------------------------------------------------

    \134\ Proposed Options 3, Section 16(a) provides that, as 
provided in Options 3, Section 14(d)(2), the legs of a complex 
strategy may be executed at prices that are inferior to the prices 
available on other exchanges trading the same options series. 
Notwithstanding, the System will not permit any leg of a complex 
strategy to trade through the NBBO for the series or any stock 
component by a configurable amount calculated as the lesser of (i) 
an absolute amount not to exceed $0.10, and (ii) a percentage of the 
NBBO not to exceed 500%, as determined by the Exchange on a class, 
series or underlying basis. A member can also include an instruction 
on a Complex Order that each leg of the Complex Order is to be 
executed only at a price that is equal to or better than the NBBO on 
the opposite side for the options series or any stock component, as 
applicable (``Do-Not-Trade-Through'' or ``DNTT'').
---------------------------------------------------------------------------

    The Exchange's proposal to add rule text at the end of proposed 
Options 3, Section 7(k)(4)(i) (current Options 3, Section 
7(b)(10)(D)(i)) that provides, ``or is at a price that locks or crosses 
the best bid or offer of another exchange'' is consistent with the Act 
and will continue to prevent Phlx from locking or crossing an away 
market. Today, Phlx would re-price the Legging Order to avoid locking 
and crossing an away market. With the proposed amendment, Phlx will 
amend its rule text to adopt identical System behavior to ISE and MRX 
and would no longer re-price an order. Rather, Phlx will remove a 
Legging Order that is at a price that is no longer at the displayed 
best bid or offer on the single-leg limit order book or is at a price 
that locks or crosses the best bid or offer of another exchange. As 
proposed, Options 3, Section 7(k)(4)(i) would remove the Legging Orders 
if the price of the Legging Order is no longer at the displayed best 
bid or offer on the single-leg limit order book or is at a price that 
locks or crosses the best bid or offer of another exchange. Proposed 
Options 3, Section 7(k)(4)(i) is identical to ISE

[…truncated; see source link]
Indexed from Federal Register on April 21, 2025.

This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.