31816 Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 

30 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 15 U.S.C. 78s(b)(1). 

5 17 CFR 240.19b–4. 

6Pursuant to section 12(f)(1)(G)(i)–(ii) of the 

Securities Exchange Act, a security is the subject of 

an initial public offering if the offering of the 

subject security is registered under the Securities 

Act of 1933, the issuer of the security, immediately 

prior to filing the registration statement with 

respect to the offering, was not subject to the 

reporting requirements of the Act, and the initial 

public offering of such security commences at the 

opening of trading on the day on which such 

security commences trading on the national 

securities exchange with which such security is 

registered. See 15 U.S.C. 78l(f)(1)(G). 

7See Rule 11.350(a)(9). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4. 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MIAX–2018–13 and should 

be submitted on or before July 30, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14545 Filed 7–6–18; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Form 12b–25, SEC File No. 270–071, OMB 

Control No. 3235–0058 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

The purpose of Form 12b–25 (17 CFR 

240.12b–25) is to provide notice to the 

Commission and the marketplace that a 

registrant will be unable to timely file a 

required periodic report or transition 

report pursuant to the Securities 

Exchange Act of 1934 (15 U.S.C 78a et 

seq.) or the Investment Company Act of 

1940 (15 U.S.C. 80a et seq.). If all the 

filing conditions of the form are 

satisfied, the registrant is granted an 

automatic filing extension. 

Approximately 3,432 registrants file 

Form 12b–25 and it takes approximately 

2.5 hours per response for a total of 

8,580 burden hours. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Candace 

Kenner, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 3, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14652 Filed 7–6–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83579; File No. SR–IEX– 

2018–13] 

Self-Regulatory Organizations; 

Investors Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change to the IPO 

Auction Processes for Trading in an 

IEX-Listed Security That Is the Subject 

of an Initial Public Offering 

July 2, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on June 22, 

2018, Investors Exchange LLC (‘‘IEX’’ or 

the ‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

(a) Pursuant to the provisions of 

Section 19(b)(1) under the Securities 

Exchange Act of 1934 (‘‘Act’’),4 and 

Rule 19b–4 thereunder,5 Investors 

Exchange LLC (‘‘IEX’’ or ‘‘Exchange’’) is 

filing with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed rule change to modify Rules 

11.280(h)(8) and 11.350(e), which 

collectively govern the IPO Auction 

processes for trading in an IEX-listed 

security that is the subject of an initial 

public offering (‘‘IPO’’).6 The Exchange 

is also proposing to modify certain 

definitions in Rule 11.350(a) regarding 

IPO Auction market data that is 

disseminated in IEX Auction 

Information.7 The Exchange has 

designated this rule change as ‘‘noncontroversial’’ under Section 19(b)(3)(A) 

of the Act 8 and provided the 

Commission with the notice required by 

Rule 19b–4(f)(6) thereunder.9

The text of the proposed rule change 

is available at the Exchange’s website at 

www.iextrading.com, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of 

and basis for the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of these statement may be examined at 

the places specified in Item IV below. 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 31817 

10See Securities Exchange Act Release No. 81316 

(August 4, 2017), 82 FR 37474 (August 10, 2017). 

See also Rule 11.350(e). 

11See NYSE Rule 15 (Pre-Opening Indications 

and Order Imbalance Information). See also 

information regarding the NYSE IPO auction 

process available at: https://www.nyse.com/ 

publicdocs/nyse/listing/IPO_infographic.pdf. 

12See Rules 11.330(a)(1)–(3), and 11.350(a)(9). 

13The Exchange is a participant of the quotation 

and transaction reporting plan governing Tape B 

Securities (‘‘CTA Plan’’). Pursuant to the CTA Plan, 

the CTA SIP, in relevant part, consolidates quote 

and trade data from all markets trading IEX-listed 

securities. The Exchange intends to leverage the 

existing Trading Status message (Category T Type 

S) offered by the CTA SIP to disseminate a Trading 

Range Indication message that reflects the IPO Price 

Band. 

14See infra note 22. 

15 Id. 

16Pursuant to Rule 11.280(h)(9), the process for 

halting and initial pricing of a security that is the 

subject of an IPO shall also be available for the 

initial pricing of any other security that has not 

been listed on a national securities exchange or 

traded in the over-the-counter market pursuant to 

FINRA Form 211 immediately prior to the initial 

pricing, provided that a broker-dealer serving in the 

role of financial advisor to the issuer of the 

securities being listed is willing to perform the 

functions under IEX Rule 11.280(h)(8) that are 

performed by an underwriter with respect to an 

IPO. 

17See Rule 11.350(a)(2). 

18See Rule 11.350(a)(29). The Exchange is 

proposing to make a clarifying change in proposed 

Rule 11.280(h)(8)(A) to explicitly state that Auction 

Eligible Orders are accepted during the Order 

Acceptance Period for an IPO Auction, rather than 

simply ‘‘orders’’. 

19All times are in Eastern Time. 

20See Rule 11.350(a)(1)(C). For an IPO Auction, 

the IPO Auction Book would include Market-OnOpen, Limit-On-Open, and market orders with a 

time-in-force of DAY, as well as limit orders with 

a time in-force of DAY, GTX, GTT, SYS, FOK, or 

IOC. 

21See Rule 11.350(a)(5). 

22See Rule 11.350(a)(9). 

23See Rule 11.350(a)(9)(E). 

24See Rule 11.280(h)(8). 

The self-regulatory organization 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Overview 

On August 4, 2017, the Commission 

approved a proposed rule change filed 

by the Exchange to adopt rules 

governing auctions in IEX-listed 

securities (‘‘IEX Auctions’’), including 

provisions governing the initial public 

offering (‘‘IPO’’) of IEX-listed 

securities.10 The Exchange intends to 

launch a listings program for corporate 

issuers. During the process of designing 

the IPO Auction, the Exchange 

conducted a thorough review of the 

auction rules of the New York Stock 

Exchange (‘‘NYSE’’), NYSE Arca, Inc. 

(‘‘NYSE Arca’’), Nasdaq Stock Market, 

LLC (‘‘Nasdaq’’), Cboe BZX Exchange, 

Inc. (‘‘Cboe BZX’’), and the London 

Stock Exchange (‘‘LSE’’), as well as 

discussions with a variety of buy-side 

and sell-side market participants, 

including large banks and broker 

dealers, electronic market makers, asset 

managers, and institutional investors. 

The purpose of this proposed rule 

change is to modify the IPO Auction 

rules and certain IPO Auction market 

data that is disseminated in IEX Auction 

Information to offer issuers, 

underwriters, and market participants a 

more transparent IPO Auction process. 

The proposed changes, discussed below 

in detail, are designed to enhance the 

price discovery process by augmenting 

certain of the Exchange’s automated and 

manual processes governing IPO 

Auctions with certain manual IPO 

Auction processes utilized by the 

NYSE.11 Specifically, the Exchange is 

proposing to increase transparency to 

market participants regarding the 

supply and demand for an IPO security 

by requiring the lead underwriter, or 

broker-dealer serving in the role of 

financial advisor for securities being 

priced pursuant to Rule 11.280(h)(9) 

(collectively, the ‘‘underwriter’’) to 

provide an Upper and Lower IPO Price 

Band (collectively, the ‘‘IPO Price 

Band’’) to the Exchange for publication, 

which may be updated by the 

underwriter as necessary to reflect the 

price range within which the 

underwriter anticipates the IPO Auction 

match will occur. The IPO Price Band 

will be published by the Exchange via 

IEX Auction Information on the 

Exchange’s proprietary data feeds,12 as 

well as the applicable Securities 

Information Processor (‘‘SIP’’).13

Additionally, the Exchange is proposing 

to constrain the Reference Price for the 

IPO Auction by the latest published IPO 

Price Band, which will provide 

information about Imbalance Shares 14

and Paired Shares 15 at a price that 

better reflects where the underwriter 

believes the IPO Auction match is 

anticipated to occur, and thus will 

invite offsetting interest within such 

range. 

IEX IPO Auction 

For trading in an IEX-listed security 

that is the subject of an IPO, or the 

initial pricing of any other security 

pursuant to Rule 11.280(h)(9),16 the 

Exchange will conduct an IPO Auction 

pursuant to Rules 11.350(e) and 

11.280(h)(8). Specifically, Users may 

submit Auction Eligible Orders 17 for 

execution in the IPO Auction at the start 

of the Order Acceptance Period,18

which begins at 8:00 a.m.19 All Auction 

Eligible Orders designated for 

participation in the IPO Auction will be 

queued on the IPO Auction Book 20 until 

the scheduled auction match, at which 

time they will be eligible for execution 

in the IPO Auction. Pursuant to Rule 

11.350(e)(2)(A), the Exchange will begin 

to disseminate IEX Auction Information 

via electronic means at the start of the 

Display Only Period,21 which begins 

thirty (30) minutes prior to the 

scheduled IPO Auction match, and will 

be updated every one second 

thereafter.22 The Exchange will attempt 

to conduct an IPO Auction for all IEXlisted securities at the scheduled 

auction match time in accordance with 

the clearing price determination process 

set forth in Rule 11.350(e)(2)(C). 

Auction Eligible Orders will be ranked 

and maintained in accordance with IEX 

auction priority, pursuant to Rule 

11.350(b). 

The Exchange will generally attempt 

to conduct an IPO Auction beginning at 

10:15 a.m. Pursuant to Rule 11.280(g)(7), 

IEX will declare a regulatory halt before 

the start of the Pre-Market Session for a 

security that is the subject of an IPO on 

IEX, and therefore there will be no 

Continuous Book for such security. The 

Order Acceptance Period for an IPO 

Auction may be extended at the time of 

the auction match pursuant to Rules 

11.350(e)(2)(B)(i)–(iv): 

• Automatically for five (5) minutes 

when there are unmatched shares from 

market orders on the IPO Auction Book; 

• Automatically for five (5) minutes 

when the Indicative Clearing Price 23 at 

the time of the IPO Auction match 

differs by the greater of five percent 

(5%) or fifty cents ($0.50) from any of 

the previous fifteen (15) Indicative 

Clearing Price disseminations; 

• Automatically during the PreLaunch Period 24 when the IPO Auction 

match price is above (below) the upper 

(lower) price band selected by the 

underwriter pursuant to proposed Rule 

11.280(h)(8), until the clearing price is 

within such bands; or 

• Manually upon request from the 

underwriter at any time prior to the 

auction match. 

Furthermore, Rule 11.280(h)(8) 

governs the process for resuming from a 

trading halt initiated under Rule 

11.280(g)(7) for a security that is the 

subject of an IPO. Thus, in addition to 

the systemic processes described above 

that govern the IPO Auction match, 

there is a series of procedural steps to 

complete an IPO Auction, which 

include input from and coordination 


sradovich on DSK3GMQ082PROD with NOTICES
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25See Rule 11.350(e)(3). 

26See Securities Exchange Act Release No. 80583 

(May 3, 2017) 82 FR 21634 (May 9, 2017) (SR–IEX– 

2017–10). 

27See proposed Rule 11.280(h)(8)(B). See also 

NYSE Rule 15(a), which provides for a similar 

function. 

with the IPO underwriter. Specifically, 

pursuant to Rule 11.280(h), thirty (30) 

minutes after the start of the Display 

Only Period, unless extended by the 

underwriter, the security will enter a 

Pre-Launch Period of indeterminate 

duration. The Pre-Launch Period will 

end immediately after the transition to 

the Regular Market Session following 

the IPO Auction match,25 pending: 

• Notification from the underwriter 

that the security is ready to trade and 

subsequent approval of the Indicative 

Clearing Price at the time of such 

notification; 

• Selection of a price band, 

comprised of an upper (lower) price 

between $0.00 and $0.50 above (below) 

the approved Indicative Clearing Price, 

which explicitly constrains the IPO 

Auction match price; and 

• Validation that each of the 

conditions for the extension of the 

Order Acceptance Period set forth in 

Rules 11.350(e)(2)(B)(i)–(iv) are not 

satisfied. 

Rule 11.350(a)(9) defines the various 

data fields that are disseminated in IEX 

Auction Information for IEX Auctions, 

including the data that is disseminated 

during the Display Only Period for an 

IPO Auction. IEX Auction Information 

contains the current status of price, size, 

imbalance information, auction collar 

information, and other relevant 

information related to the IPO Auction. 

Specifically, IEX Auction Information 

for an IPO Auction contains the 

following data elements: 

• Reference Price: The single price at 

or within the Reference Price Range at 

which orders on the IPO Auction Book 

would match if the IPO Auction were to 

occur at that time of dissemination. The 

Reference Price is set to the price that 

maximizes the number of the shares 

from orders on the Auction Book to be 

executed in the auction. If more than 

one price maximizes the number of 

shares that will execute resulting in an 

auction price range, the Reference Price 

is set to the price at or within such range 

that is not lower (higher) than the most 

aggressive unexecuted buy (sell) order. 

If more than one price satisfies the 

above conditions, the Reference Price is 

set to the price closest or equal to either 

the Volume Based Tie Breaker (if such 

range includes prices in the Reference 

Price Range) or the Reference Price 

Range (if such range does not include 

prices in the Reference Price Range) at 

the time of dissemination. In the case of 

an IPO Auction, the Reference Price 

shall be the same as the Auction Book 

Clearing Price (because there is no 

Continuous Book prior to an IPO 

Auction). 

• Paired Shares: The number of 

shares from orders on the IPO Auction 

Book that can be matched with other 

orders on the IPO Auction Book at the 

Reference Price at the time of 

dissemination. 

• Imbalance Shares: The number of 

shares from orders on the IPO Auction 

Book that may not be matched with 

other orders on the IPO Auction Book at 

the Reference Price at the time of 

dissemination. 

• Imbalance Side: The buy/sell 

direction of any imbalance at the time 

of dissemination. 

• Indicative Clearing Price: The single 

price at which Auction Eligible Orders 

would match if the IPO Auction were to 

occur at the time of dissemination 

pursuant to the procedures for 

determining the clearing price set forth 

in the applicable auction rule. In the 

case of an IPO Auction, the Indicative 

Clearing Price shall be the same as the 

Auction Book Clearing Price (because 

there is no Continuous Book prior to an 

IPO Auction). 

• Auction Book Clearing Price: The 

single price at which orders on the IPO 

Auction Book would match if the IPO 

Auction were to occur at the time of 

dissemination pursuant to the 

procedures for determining the clearing 

price set forth in the applicable auction 

rule. If shares from market orders would 

remain unexecuted, IEX shall 

disseminate an indicator for ‘‘market 

buy’’ or ‘‘market sell.’’ 

• Scheduled Auction Time: The 

projected time of the auction match. 

• Extension Number: The total 

number of automatic Order Acceptance 

Period extensions the IPO Auction has 

received. 

• The Exchange notes that IEX 

Auction Information includes data 

fields for a Collar Reference Price, 

Lower Auction Collar, and Upper 

Auction Collar, all of which will be set 

zero (0) for an IPO Auction, because 

collars do not apply to the IPO Auction. 

Proposed Changes 

Each field disseminated in IEX 

Auction Information is strategically 

tailored to the IEX Auction model. 

Specifically, IEX Auction Information is 

designed to provide transparent and 

reliable information regarding the price 

and size of the pending auction match 

that allows participants to enter new 

auction-specific interest or adjust 

continuous trading behavior as they 

iterate towards the clearing price.26 As 

discussed above, in the case of an IPO 

Auction, there is no Continuous Book, 

and thus IEX Auction Information is 

designed to provide transparency 

regarding the state of the Auction Book. 

However, it is IEX’s understanding that 

in an IPO Auction, a large portion of the 

Auction Eligible Orders that will be 

participating are represented by the 

underwriter and participating syndicate 

members, both on a proprietary and 

agency basis, that typically have made 

a firm commitment to purchase the 

securities and place them with 

investors. This process of allocating 

shares to interested investors, or ‘‘book 

building’’, is managed by the lead 

underwriter in advance of the IPO 

Auction process, allowing for the 

underwriter to assess investor demand 

before determining the issue price for 

the security, and the subsequent IPO 

Auction process. 

At the time of the IPO Auction, as a 

result of the book building process, IEX 

understands that the syndicate typically 

has explicit interest from clients and 

indications of excess demand from 

investors that were seeking more shares 

than they were allocated, as well as 

supply from investors that received an 

allocation and intend to sell in the IPO 

Auction. The underwriter is typically 

responsible for coordinating with 

participating syndicate members to 

account for the aggregate share supply 

and investor demand leading up to and 

during the IPO Auction process. As a 

result, the IPO Auction Book, and 

therefore IEX Auction Information, 

conveys only a partial representation of 

the supply and demand for an IPO 

security until a material portion of the 

interest represented by the underwriter 

enters the Auction Book. Accordingly, 

between the start of the Display Only 

Period and the start of the Pre-Launch 

Period, the Exchange is proposing to 

increase transparency to market 

participants regarding the supply and 

demand for an IPO security by requiring 

the underwriter to provide the Exchange 

with an IPO Price Band for publication, 

which would reflect the price range 

within which the underwriter 

anticipates the IPO Auction match to 

occur. When published, the IPO Price 

Band would be disseminated via the SIP 

and IEX Auction Information.27

As proposed, in determining the IPO 

Price Band, the underwriter would take 

into account all Auction Eligible Orders 

for the IPO Auction, including all orders 

on the Exchange’s Order Book, as well 

as the underwriter’s own interest, and 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 31819 

28See proposed Rule 11.280(h)(8)(B)(i). See also 

NYSE Rule 15(b)(2), which includes similar 

language that is specific to the NYSE’s manual 

trading floor-based model. 

29See proposed Rule 11.280(h)(8)(B)(ii). See also 

NYSE Rule 15(e)(3), which imposes a substantially 

similarly requirements on the DMM to make best 

efforts to narrow the pre-opening indication spread 

to $1.00. 

30See proposed Rule 11.280(h)(8)(B)(iii). See also 

NYSE Rule 15(e)(4), which imposes a series of 

temporal restriction on the opening of a security 

following publication of a pre-opening indication. 

31See Rule 11.350(a)(33), which defines the 

Volume Based Tie Breaker for an IPO Auction as 

being equal to the issue price. 

32The Exchange proposes to make a conforming 

change to the definition of Reference Price set forth 

in proposed Rule 11.350(a)(9)(A), which would 

constrain the Reference Price by the Upper and 

Lower IPO Price Bands, and thus the Reference 

Price will no longer necessarily be the same as the 

Auction Book Clearing Price and the Indicative 

Clearing Price. 

33The Exchange notes that this example assumes 

the underwriter has provided the Exchange with an 

IPO Price Band for publication immediately at the 

start of the Display Only Period. However, it is 

possible that the underwriter does not provide the 

Exchange with the first IPO Price Band for 

publication until after the start of the Display Only 

Period, in which case, between the start of the 

Display Only Period and publication of the first IPO 

Price Band, the Reference Price would be equal to 

the Volume Based Tie Breaker, which is defined as 

the issue price for the IPO security. 

34See supra note 21. 

35The Exchange is also proposing to make a 

conforming change to Rule 11.350(a)(5) to reflect 

the shorter minimum display only period. 

interest otherwise represented by the 

underwriter.28 If the current published 

IPO Price Band spread is greater than 

$1.00, the underwriter shall make best 

efforts to provide the Exchange with an 

updated IPO Price Band with a spread 

of $1.00 or less for publication before 

the IPO Auction match.29 In order to 

allow market participants a reasonable 

opportunity to adjust their Auction 

Eligible Orders in response to a 

published IPO Price Band, a minimum 

of one minute must elapse between 

publication of the last IPO Price Band 

and the IPO Auction match.30

The Exchange proposes to integrate 

the IPO Price Band into IEX Auction 

Information in several ways that are 

designed to enhance transparency and 

guide the price discovery process within 

the IPO Price Band as market 

participants iterate towards a clearing 

price. First, the Exchange proposes to 

publish the Upper IPO Price Band and 

Lower IPO Price Band as the Upper 

Auction Collar and Lower Auction 

Collar, respectively, unless the 

underwriter has not provided an IPO 

Price Band to the Exchange for 

publication, in which case the Upper 

and Lower Auction Collar will be equal 

to the Volume Based Tie Breaker, which 

is equal to the issue price in the case of 

an IPO Auction.31 Similarly, the 

Exchange proposes to amend the Collar 

Reference Price definition to be equal to 

the Volume Based Tie Breaker (i.e., the 

issue price), unless such price is above 

(below) the most current Upper (Lower) 

IPO Price Band published by the 

Exchange, in which the case the Collar 

Reference Price shall be equal to the 

Upper (Lower) IPO Price Band. As 

proposed, the Collar Reference Price 

will provide market participants a signal 

regarding the issue price relative to the 

IPO Price Band provided by the 

underwriter, which would inform 

market participants regarding the state 

of supply and demand for the IPO 

security. 

Furthermore, in the case of an IPO 

Auction, the Exchange proposes to 

change the definition of Reference Price 

Range to be equal to the prices between 

and including the most current IPO 

Price Band published by the Exchange, 

unless the underwriter has not provided 

the Exchange with an IPO Price Band 

for publication, in which case the 

Reference Price Range will be equal to 

the Volume Based Tie Breaker. The 

Reference Price Range is used to 

constrain the Reference Price at which 

the Exchange disseminates Paired 

Shares and Imbalance Shares. 

Accordingly, if but for the constraint, 

the Reference Price would be above 

(below) the Upper (Lower) IPO Price 

Band, the Reference Price would be 

equal to the Upper (Lower) IPO Price 

Band, and thus the Exchange would 

disseminate Paired Shares and 

Imbalance Shares at the Upper (Lower) 

IPO Price Band, which would solicit 

interest willing to offset the imbalance 

at prices at or within the IPO Price 

Band.32 For example, at the start of the 

Display Only Period, the IPO Price Band 

and therefore the Reference Price Range 

is $12.00 by $13.00, and the Indicative 

Clearing Price is $10.00. The Reference 

Price, which would be constrained by 

the Reference Price Range, would be 

equal to the Lower IPO Price Band of 

$12.00, and thus the Exchange would 

show Paired Shares and Imbalance 

Shares at $12.00.33 In the case of a buy 

imbalance, this would solicit additional 

offsetting interest to sell at or higher 

than the Lower IPO Price Band, and 

thus guiding the clearing price at or 

within the IPO Price Band, which 

would reflect all Auction Eligible 

Orders for the IPO Auction, including 

all orders on the Exchange’s Order 

Book, as well as the underwriter’s own 

interest, and interest represented by the 

underwriter. 

Assuming the same facts above but 

excluding the proposed changes 

regarding the IPO Price Band illustrates 

the benefits of the proposed change. For 

example, at the start of the Display Only 

Period, the Auction Book Clearing Price 

and therefore the Reference Price and 

Indicative Clearing Price are all $10.00. 

However, when accounting for the 

underwriter’s own interest and interest 

represented by the underwriter, shares 

are maximized between $12.00 and 

$13.00 (i.e., the underwriter has or 

represents more aggressive buy interest 

that intends to participate in the IPO 

Auction between $12.00 and $13.00). 

However, IEX Auction Information does 

not currently provide a mechanism for 

the underwriter to broadly disseminate 

the effect of the underwriter’s own 

interest and interest represented by the 

underwriter on the potential price of the 

IPO Auction match. Thus, in the case of 

a buy imbalance, IEX Auction 

Information would solicit additional 

offsetting interest to sell at or higher 

than $10.00, thus guiding the price 

discovery process based on a partial 

representation of the interest that 

intends on participating in the IPO 

Auction. Therefore, as described above, 

the Exchange is proposing to increase 

transparency by enabling the 

underwriter to broadly disseminate an 

indication regarding the potential price 

of the IPO Auction match that accounts 

for the underwriter’s own interest and 

interest represented by the underwriter. 

Pursuant to proposed Rule 

11.280(h)(8)(C), at least fifteen (15) 

minutes after the start of the Display 

Only Period,34 the underwriter shall 

advise the Exchange to enter a ‘‘PreLaunch Period’’ of indeterminate 

duration.35 As proposed, the Exchange 

is shortening the minimum Display 

Only Period from thirty (30) minutes to 

fifteen (15) minutes, in order to facilitate 

the commencement of fair and orderly 

trading in securities that are the subject 

of an IPO, by providing greater 

flexibility to begin trading earlier in 

certain cases, such as smaller IPOs, 

where an extended Display Only Period 

is not necessary for order entry and the 

development of price stability. At the 

same time, the proposed change will 

permit a longer Display Only Period in 

cases where extensive order entry is still 

occurring or where price stability has 

not yet developed. The Pre-Launch 

Period and the Display Only Period 

shall end, and the security shall be 

released for trading by IEX when the 

following conditions are all met, and the 

requirements of Rule 11.350(e)(2) are 

satisfied: 

• All market orders will be executed 

in the IPO Auction; 


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36The Exchange is proposing to make a 

conforming change to the conditions for extending 

the Order Acceptance Period for an IPO Auction as 

set forth in proposed Rule 11.350(e)(2)(B)(iii) and 

Rule 11.350(e)(2)(C)(iv). 

37The Exchange notes that market participants 

will be able to assess the timing of the IPO Auction 

match by monitoring the Indicative Clearing Price 

and the current IPO Price Band; as the IPO Price 

Band narrows, and the Indicative Clearing Price 

moves within the IPO Price Band, the IPO Auction 

can be considered imminent. 

38The Exchange proposes to remove IPO’s from 

the Extension Number field within IEX Auction 

Information because, as proposed, there will no 

longer be automated extension of the Order 

Acceptance Period. See proposed Rule 

11.350(a)(9)(K). 

39The Exchange notes that when the underwriter 

provides an updated IPO Price Band to the 

Exchange for publication, the underwriter would 

also be subject to proposed Rules 

11.280(h)(8)(B)(ii)–(iii), requiring the underwriter to 

make best efforts to provide an IPO Price Band with 

a spread of $1.00 or less before the IPO Auction 

match, and allowing a minimum of one minute to 

elapse after publication of the updated IPO Price 

Band and the IPO Auction match to allow market 

participants time to account for the updated IPO 

Price Band. 40See supra note 29. 

• The underwriter has selected a final 

IPO Price Band that is at or within the 

last published IPO Price Band; 

• The IPO Auction clearing price is at 

or within the IPO Price Band selected by 

the underwriter under the immediately 

preceding bullet point; and 

• IEX receives notice from the 

underwriter of the IPO that the security 

is ready to trade. 

Under proposed Rule 11.280(h)(8)(D), 

the failure to satisfy the conditions of 

proposed Rule 11.280(h)(8)(C) would 

result in a delay of the release for 

trading of the IPO, and a continuation 

of the Pre-Launch Period, during which 

the underwriter may provide one or 

more updated IPO Price Bands to the 

Exchange for publication pursuant to 

proposed Rule 11.280(h)(8)(B), until all 

of the conditions of proposed Rule 

11.280(h)(8)(C) have been satisfied.36 In 

addition, because the IPO Auction is 

conditioned on the underwriter 

manually giving the Exchange notice 

that the IPO security is ready to trade, 

the Exchange is proposing to specify 

that the Scheduled Auction Time data 

field in IEX Auction Information is not 

specified.37

As described above, the Exchange is 

proposing to move away from a 

predominantly automated IPO Auction 

mechanism towards a more manual 

process that is designed to account for 

the underwriter’s unique and 

fundamental role in the IPO process. 

Accordingly, the Exchange is proposing 

to eliminate the automated five (5) 

minutes extensions of the Order 

Acceptance Period for IPO Auctions that 

are set forth in Rule 11.350(e)(2)(B), 

described above.38 The existing 

automated extension processes were 

originally designed to systematically 

accommodate unexpected imbalances 

and sharp price movements leading into 

an IPO Auction match by allowing 

market participants an additional five 

(5) minute period to enter, cancel, and/ 

or adjust Auction Eligible Orders and 

iterate towards a new equilibrium price. 

However, proposed Rule 11.280(h)(8)(D) 

is designed to enable the underwriter, 

who plays a unique and central role in 

the IPO process, an opportunity to 

extend the price discovery process in 

response to unexpected changes in the 

composition of the IPO Auction Book 

that would impact the price of the IPO 

Auction match after the start of the PreLaunch Period. 

Further, constraining the IPO Auction 

by the IPO Price Band provides a 

mechanism to protect the IPO Auction 

match from occurring at a price that is 

outside of the expected auction price 

range provided by the underwriter as 

communicated to participants via IEX 

Auction Information and the SIP. 

Moreover, proposed Rule 

11.280(h)(8)(D) is also designed to 

provide enhanced transparency to 

market participants regarding 

unexpected imbalances and sharp price 

movements leading into an IPO Auction 

match by allowing the underwriter to 

provide one or more updated IPO Price 

Bands to the Exchange for publication, 

pursuant to proposed Rule 

11.280(h)(8)(B), reflecting the new price 

range within which the IPO Auction 

match is anticipated to occur after 

accounting for all Auction Eligible 

Orders for the IPO Auction, including 

all orders on the Exchange’s Order 

Book, as well as the underwriter’s own 

interest and interest represented by the 

underwriter.39 The Exchange believes 

such increased transparency would 

facilitate a more informed price 

discovery process as market participants 

iterate towards a new equilibrium price 

after an unexpected change in the 

composition of the IPO Auction Book 

that impacts the clearing price. 

In addition, the Exchange is 

proposing to eliminate the existing 

underwriter price band selection 

process set forth in Rule 

11.280(h)(8)(A)(iii) (described above), in 

light of the enhanced IPO Price Band 

selection process set forth in proposed 

Rule 11.280(h)(8)(C)(ii), which serves a 

substantially similar function. 

Specifically, during the Pre-Launch 

Period, proposed Rule 

11.280(h)(8)(C)(ii) requires the 

underwriter to select an IPO Price Band 

at or within the last published IPO Price 

Band (that the underwriter must make 

best efforts to narrow to a spread of 

$1.00 or less before the IPO Auction 

match) 40 that would serve as an explicit 

constraint on the IPO Auction match 

price pursuant to proposed Rule 

11.280(h)(8)(C)(iii), which is eligible to 

occur only after the Exchange receives 

notice from the underwriter that the 

security is ready to trade pursuant to 

proposed Rule 11.280(h)(8)(C)(iv). 

Similarly, as described above, during 

the Pre-Launch Period, existing Rule 

11.280(h)(8)(A)(iii) requires, as a 

condition to execution of the IPO 

Auction, notification from the 

underwriter that the security is ready to 

trade and subsequent approval of the 

Indicative Clearing Price at the time of 

such notification. Further, the 

underwriter must select a price band, 

comprised of an upper (lower) price 

between $0.00 and $0.50 above (below) 

the approved Indicative Clearing Price, 

which explicitly constrains the IPO 

Auction match price. Therefore, the 

Exchange believes the proposed 

elimination of the existing underwriter 

price band selection process does not 

substantively alter the IPO Auction 

functionality in that the enhanced IPO 

Price Band selection process set forth in 

proposed Rule 11.280(h)(8)(C)(ii), which 

requires the underwriter to select an IPO 

Price Band at or within the last 

published IPO Price Band (that the 

underwriter must make best efforts to 

narrow to a spread of $1.00 or less 

before the IPO Auction match), serves a 

substantially similar function, while 

facilitating a more robust price 

discovery process that more fully 

reflects supply and demand to 

determine the price and timing of the 

IPO Auction match. 

Consistent with current Rule 

11.280(h)(8)(B), pursuant to proposed 

Rule 11.280(h)(8)(D), the underwriter, 

with concurrence of IEX, may determine 

at any point during the IPO Auction 

process up through the conclusion of 

the Pre-Launch Period to postpone and 

reschedule the IPO. Market participants 

may continue to enter orders and order 

cancellations for participation in the 

IPO Auction during the Pre-Launch 

Period until the auction match. 

Lastly, the Exchange is proposing 

Supplemental Material .01 to Rule 

11.280(h)(8) that addresses the 

jurisdictional issue posed by an 

underwriter for a security that is the 

subject of an IPO on IEX that is not an 

approved Member of the Exchange. 

Specifically, proposed Supplemental 

Material .01 states that the underwriter 

for a security that is the subject of an 

IPO on IEX must be a Member of the 


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41The Exchange expects that an underwriter 

appointing such Member would share with the 

Member all information necessary for the Member 

to adequately perform the functions required under 

Rule 11.280(h)(8). 

42 15 U.S.C. 78f. 

43 15 U.S.C. 78f(b)(5). 

Exchange, or appoint a Member of the 

Exchange to perform the functions 

under Rule 11.280(h)(8) that are 

performed by the underwriter with 

respect to the IPO Auction.41 Proposed 

Supplemental Material .01 is designed 

to ensure the enforceability of the 

Exchange’s rules governing the 

underwriter’s responsibilities during the 

IPO Auction process as proposed, which 

as described above, are designed to 

promote transparency and price 

discovery for securities that are the 

subject of an IPO on the Exchange. The 

Exchange believes that absent the 

provisions set forth Supplemental 

Material .01, an underwriter that is not 

a Member of the Exchange would not be 

legally bound by the Exchange’s rules 

and therefore could fail to satisfy the 

obligations of the underwriter under 

proposed Rule 11.280(h)(8). 

2. Statutory Basis 

IEX believes that the proposed rule 

changes are consistent with the 

provisions of Section 6(b) 42 of the Act 

in general, and furthers the objectives of 

Section 6(b)(5) of the Act 43 in 

particular, in that they are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that the 

proposed changes are consistent with 

the protection of investors and the 

public interest in that they are designed 

to increase transparency to market 

participants regarding the supply and 

demand for an IPO security by requiring 

the underwriter to provide the Exchange 

with IPO Price Bands for broad 

dissemination. Furthermore, the 

Exchange believes the proposed changes 

remove impediments to and perfect the 

mechanism of a free and open market 

and national market system by 

enhancing the price discovery process 

in the IPO Auction by providing IEX 

Auction Information that is more 

reflective of the aggregate supply and 

demand for a security, as described in 

the Purpose section. Specifically, by 

constraining the Reference Price for the 

IPO Auction by the latest published IPO 

Price Band, the Exchange will provide 

information regarding Imbalance Shares 

and Paired Shares at a price that reflects 

all orders on the Order Book, as well as 

the underwriter’s own interest and 

interest represented by the underwriter. 

The Exchange also believes that the 

proposed rule changes governing the 

publication of underwriter’s selection of 

an IPO Price Band are consistent with 

the protection of investors and the 

public interest. Specifically, the 

Exchange believes that requiring the 

underwriter to consider all interest on 

the Order Book, as well as the 

underwriter’s own interest and interest 

represented by the underwriter, is 

designed to ensure that the IPO Price 

Band provides a more accurate 

representation of the aggregate supply 

and demand for the IPO security. 

Moreover, the Exchange believes that it 

is consistent with the protection of 

investors and the public interest to 

require that the underwriter make best 

efforts to provide an IPO Price Band for 

publication with a spread of $1.00 or 

less before the IPO Auction match, as 

well as mandating that a minimum of 

one minute to elapse between the time 

of the last IPO Price Band publication 

and the IPO Auction match. 

Specifically, the Exchange believes the 

narrower spread and one-minute 

window will allow market participants 

a reasonable opportunity to adjust their 

Auction Eligible Orders in response to 

the last IPO Price Band, which more 

accurately reflects the aggregate supply 

and demand for the IPO security in final 

moments before the IPO Auction match. 

Furthermore, the Exchange believes 

the proposed rule change to shorten the 

minimum Display Only Period from 

thirty (30) minutes to fifteen (15) 

minutes is consistent with the 

protection of investors and the public 

interest in that it is designed to facilitate 

the commencement of orderly trading in 

securities that are the subject of an IPO 

by providing greater flexibility to begin 

trading earlier in certain cases, such as 

smaller IPOs, where an extended 

Display Only Period is not necessary to 

allow for order entry and the 

development of price stability, while at 

the same time avoiding unnecessary 

temporal constraints on the price 

discovery process in cases where 

extensive order entry is still occurring 

or where price stability has not yet 

developed. 

The Exchange believes it is consistent 

with the protection of investors and the 

public interest to eliminate the 

automated five (5) minute extension of 

the Order Acceptance Period and 

provide for a manual extension process 

that requires the underwriter to provide 

one or more updated IPO Price Bands to 

the Exchange for publication. The 

Exchange believes the proposed changes 

acknowledge the unique and central 

role of the underwriter in the IPO 

Process, and allow for the underwriter 

to transparently respond to unexpected 

changes in the composition of the IPO 

Auction Book that would impact the 

price of the IPO Auction match after the 

start of the Pre-Launch Period. 

Moreover, the Exchange believes the 

increased transparency would facilitate 

a more informed price discovery process 

as market participants iterate towards a 

new equilibrium price after an 

unexpected change in the composition 

of the IPO Auction Book that impacts 

the clearing price. Similarly, the 

Exchange further believes that 

constraining the IPO Auction by the IPO 

Price Band is consistent with the 

protection investors and the public 

interest in that it provides a mechanism 

to protect the IPO Auction match from 

occurring at a price that is outside of the 

expected auction price range that has 

been communicated to participants via 

IEX Auction Information and the SIP, 

which fosters price transparency and 

continuity. 

Furthermore, the Exchange believes 

that eliminating the existing 

underwriter price band selection 

process set forth in Rule 

11.280(h)(8)(A)(iii), in light of the 

proposed IPO Price Band selection and 

publication process, is consistent with 

the protection of investors and the 

public interest in that the proposed 

rules governing the selection and 

publication of an IPO Price Band serves 

a substantially similar function, while 

facilitating a more robust price 

discovery process that more fully 

reflects supply and demand to 

determine the price and timing of the 

IPO Auction match. 

Lastly, the Exchange believes that 

proposed Supplemental Material .01 to 

Rule 11.280(h)(8) is consistent with the 

protection of investors and the public 

interest, in that the proposed 

supplemental material is designed to 

ensure the enforceability of the 

Exchange’s rules governing the 

underwriter’s responsibilities during the 

IPO Auction process as proposed, which 

as described above, are designed to 

promote transparency and price 

discovery for securities that are the 

subject of an IPO on the Exchange. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

IEX does not believe that the 

proposed rule changes will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange notes that the proposed rule 


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44See supra notes 11, 27–30. 

45See Rule 11.330. 

46See supra note 9 [sic]. 

47See, e.g., CTA SIP Tape A & B subscriber/ 

household metrics. 

48See the IEX Fee Schedule, which currently 

provides for free Membership on the Exchange, 

available at https://iextrading.com/trading/fees/. 

49 15 U.S.C. 78s(b)(3)(A). 

50 17 CFR 240.19b–4(f)(6). 

51 15 U.S.C. 78s(b)(2)(B). 52 17 CFR 200.30–3(a)(12). 

changes are similar to certain rules of 

the NYSE.44 Thus, the Exchange 

believes there are no new inter-market 

competitive burdens imposed as a result 

of the proposed rule changes, which are 

designed to augment certain of the 

Exchange’s automated and manual 

processes governing IPO Auctions with 

certain manual IPO Auction processes 

utilized by the NYSE. To the contrary, 

the Exchange believes the proposed 

changes may serve as a catalyst for 

competition in the market for IPOs by 

providing underwriters a familiar tool 

for managing the IPO auction process 

while simultaneously enhancing IPO 

Auction transparency for market 

participants. 

In addition, the Exchange does not 

believe that the proposed changes will 

have any impact on intra-market 

competition. Specifically, as discussed 

above, the proposed changes are 

designed to increase transparency to 

market participants regarding the 

supply and demand for an IPO security 

by requiring the underwriter to provide 

the Exchange with the proposed IPO 

Price Band for broad publication. Broad 

publication of the IPO Price Band and 

the proposed integration with IEX 

Auction Information is designed to 

enhance price discovery in the IPO 

Auction process, to the benefit of all 

market participants, by providing 

information about Imbalance Shares and 

Paired Shares at a price that better 

reflects where the underwriter believes 

the IPO Auction match is anticipated to 

occur, and thus inviting offsetting 

interest within such range. Moreover, 

the Exchange notes that the proposed 

IPO Price Band will be disseminated via 

IEX Auction Information, which is 

available free of charge through the 

Exchange’s existing proprietary data 

feeds.45 Moreover, the proposed IPO 

Price Band will be disseminated via the 

SIP,46 which is a widely consumed data 

product.47 Accordingly, the proposed 

changes would apply to all Members on 

a fair and equal basis, in that all market 

participants have an equal opportunity 

to consume IEX Auction Information 

and/or SIP data. Accordingly, the 

Exchange believes there are no intramarket competitive burdens imposed as 

a result of the proposed rule changes. 

Lastly, the Exchange believes that 

proposed Supplemental Material .01 to 

Rule 11.280(h)(8) does not result in any 

undue burden on competition, as any 

qualified market participant may 

become a Member of the Exchange free 

of charge,48 or may alternatively enter 

into private arrangements to appoint 

any approved Exchange Member to 

perform the functions under Rule 

11.280(h)(8) that are performed by the 

underwriter with respect to the IPO 

Auction. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has designated this rule 

filing as non-controversial under 

Section 19(b)(3)(A) 49 of the Act and 

Rule 19b–4(f)(6) 50 thereunder. Because 

the proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act and Rule 19b4(f)(6) thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 51 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

IEX–2018–13 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–IEX–2018–13. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–IEX–2018–13, and should 

be submitted on or before July 30, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.52

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14546 Filed 7–6–18; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 


sradovich on DSK3GMQ082PROD with NOTICES