31234 Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change along with a brief 

description and the text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. The 

Exchange has satisfied this pre-filing requirement. 

11 17 CFR 240.19b–4(f)(6)(iii). 

12See Securities Exchange Act Release No. 61061 

(November 24, 2009), 74 FR 62857 (December 1, 

2009) (SR–NYSEArca–2009–44). 

13For purposes only of waiving the operative 

delay for this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

14 15 U.S.C. 78s(b)(2)(B). 15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 9 normally does not 

become operative prior to 30 days after 

the date of the filing.10 However, 

pursuant to Rule 19b–4(f)(6)(iii),11 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because doing so will allow the Pilot 

Program to continue without 

interruption in a manner that is 

consistent with the Commission’s prior 

approval of the extension and expansion 

of the Pilot Program and will allow the 

Exchange and the Commission 

additional time to analyze the impact of 

the Pilot Program.12 Accordingly, the 

Commission designates the proposed 

rule change as operative upon filing 

with the Commission.13

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 14 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– 

GEMX–2018–23 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–GEMX–2018–23. 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 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–GEMX–2018–23 and 

should be submitted on or before July 

24, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14294 Filed 7–2–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83540; File No. SR–NYSE– 

2018–29] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Extend the 

Pilot Period for the Exchange’s Retail 

Liquidity Program Until December 31, 

2018 

June 28, 2018. 

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 June 20, 

2018, New York Stock Exchange LLC 

(‘‘NYSE’’ or ‘‘Exchange’’), filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I and 

II below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to extend the 

pilot period for the Exchange’s Retail 

Liquidity Program (the ‘‘Retail Liquidity 

Program’’ or the ‘‘Program’’), which is 

currently scheduled to expire on June 

30, 2018, until the earlier of approval of 

the filing to make the Program 

permanent or December 31, 2018. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 


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Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices 31235 

3See Securities Exchange Act Release No. 82230 

(December 7, 2017), 82 FR 58667 (December 13, 

2017) (SR–NYSE–2017–64). 

4See Securities Exchange Act Release No. 67347 

(July 3, 2012), 77 FR 40673 (July 10, 2012) (SR– 

NYSE–2011–55) (‘‘RLP Approval Order’’). 

5See id. at 40681; see also SR–NYSE–2018–28 

(filing to make Rule 107C, which sets forth the 

Exchange’s Retail Liquidity Program, permanent). 

6Concurrently with this filing, the Exchange has 

submitted a request for an extension of the 

exemption under Regulation NMS Rule 612 

previously granted by the Commission that permits 

it to accept and rank the undisplayed RPIs. See 

Letter from Martha Redding, Asst. Corporate 

Secretary, NYSE Group, Inc. to Brent J. Fields, 

Secretary, Securities and Exchange Commission, 

dated June 14, 2018. 

7The Exchange notes that the proposed 

amendment to Rule 107C(m) would amend the 

current version of Rule 107C(m), which the 

Exchange also proposes to amend as part of the 

Exchange’s filing to make Rule 107C permanent. 

See SR–NYSE–2018–28. 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(5). 

10 15 U.S.C. 78s(b)(3)(A)(iii). 

11 17 CFR 240.19b–4(f)(6). 

12 15 U.S.C. 78s(b)(3)(A). 

13 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

14 17 CFR 240.19b–4(f)(6). 

15 17 CFR 240.19b–4(f)(6)(iii). 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

pilot period for the Retail Liquidity 

Program, currently scheduled to expire 

on June 30, 2018,3 until the earlier of 

approval of the filing to make the 

Program permanent or December 31, 

2018. 

Background 

In July 2012, the Commission 

approved the Retail Liquidity Program 

on a pilot basis.4 The Program is 

designed to attract retail order flow to 

the Exchange, and allows such order 

flow to receive potential price 

improvement. The Program is currently 

limited to trades occurring at prices 

equal to or greater than $1.00 per share. 

Under the Program, Retail Liquidity 

Providers (‘‘RLPs’’) are able to provide 

potential price improvement in the form 

of a non-displayed order that is priced 

better than the Exchange’s best 

protected bid or offer (‘‘PBBO’’), called 

a Retail Price Improvement Order 

(‘‘RPI’’). When there is an RPI in a 

particular security, the Exchange 

disseminates an indicator, known as the 

Retail Liquidity Identifier, indicating 

that such interest exists. Retail Member 

Organizations (‘‘RMOs’’) can submit a 

Retail Order to the Exchange, which 

would interact, to the extent possible, 

with available contra-side RPIs. 

The Retail Liquidity Program was 

approved by the Commission on a pilot 

basis. Pursuant to NYSE Rule 107C(m), 

the pilot period for the Program is 

scheduled to end on June 30, 2018. 

Proposal To Extend the Operation of the 

Program 

The Exchange established the Retail 

Liquidity Program in an attempt to 

attract retail order flow to the Exchange 

by potentially providing price 

improvement to such order flow. The 

Exchange believes that the Program 

promotes competition for retail order 

flow by allowing Exchange members to 

submit RPIs to interact with Retail 

Orders. Such competition has the ability 

to promote efficiency by facilitating the 

price discovery process and generating 

additional investor interest in trading 

securities, thereby promoting capital 

formation. The Exchange believes that 

extending the pilot is appropriate 

because it will allow the Exchange and 

the Commission additional time to 

analyze data regarding the Program that 

the Exchange has committed to provide 

and consider the Exchange’s filing to 

make the filing permanent.5 As such, 

the Exchange believes that it is 

appropriate to extend the current 

operation of the Program.6 Through this 

filing, the Exchange seeks to amend 

NYSE Rule 107C(m) 7 and extend the 

current pilot period of the Program until 

the earlier of approval of the filing to 

make the Program permanent or 

December 31, 2018. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,8 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,9 in particular, in that it is 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that extending 

the pilot period for the Retail Liquidity 

Program is consistent with these 

principles because the Program is 

reasonably designed to attract retail 

order flow to the exchange environment, 

while helping to ensure that retail 

investors benefit from the better price 

that liquidity providers are willing to 

give their orders. Additionally, as 

previously noted, the competition 

promoted by the Program may facilitate 

the price discovery process and 

potentially generate additional investor 

interest in trading securities. The 

extension of the pilot period will allow 

the Commission and the Exchange to 

continue to monitor the Program for its 

potential effects on public price 

discovery, and on the broader market 

structure. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change simply extends an 

established pilot program for an 

additional six months, thus allowing the 

Retail Liquidity Program to enhance 

competition for retail order flow and 

contribute to the public price discovery 

process. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 10 and Rule 

19b–4(f)(6) thereunder.11 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, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 12 and Rule 19b–4(f)(6) 

thereunder.13

A proposed rule change filed under 

Rule 19b–4(f)(6) 14 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),15 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposed 

rule change may become operative 


sradovich on DSK3GMQ082PROD with NOTICES
31236 Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices 

16For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

17 17 CFR 200.30–3(a)(12), (59). 

1 17 CFR 242.612(c). 

2See Securities Exchange Act Release No. 71176 

(December 23, 2013), 78 FR 79524 (December 30, 

2013) (SR–NYSEArca–2013–107) (‘‘Order’’). 

3See id. 

4On March 19, 2015, the Exchange requested an 

extension of the exemption for the Program. See 

letter from Martha Redding, Senior Counsel and 

Assistant Secretary, to Brent J. Fields, Secretary, 

Commission, dated March 19, 2015. The pilot 

period for the Program was extended until 

September 30, 2015. See Securities Exchange Act 

Release No. 74572 (Mar. 24, 2015), 80 FR 16705 

(Mar. 30, 2015) (SR–NYSEArca–2015–22). On 

September 17, 2015, the Exchange requested 

another extension of the exemption for the Program. 

See letter from Martha Redding, Senior Counsel and 

Assistant Secretary, to Brent J. Fields, Secretary, 

Commission, dated September 17, 2015. The pilot 

period for the Program was extended until March 

31, 2016. See Securities Exchange Act Release Nos. 

75994 (Sept. 28, 2015), 80 FR 59834 (Oct. 2, 2015) 

(SR–NYSEArca–2015–84) and 77236 (Feb. 25, 

2016), 81 FR 10943 (Mar. 2, 2016) (SR–NYSEArca– 

2016–30). On March 17, 2016, the Exchange 

requested another extension of the exemption for 

the Program. See letter from Martha Redding, 

Senior Counsel and Assistant Secretary, to Brent J. 

Fields, Secretary, Commission, dated March 17, 

2016. The pilot period for the Program was 

extended until August 31, 2016. See Securities 

Exchange Act Release No. 77425 (Mar. 23, 2016), 81 

FR 17523 (Mar. 29, 2016) (SR–NYSEArca–2016–47). 

On August 8, 2016, the Exchange requested another 

extension of the exemption for the Program. See 

Letter from Martha Redding, Associate General 

Counsel and Assistant Secretary, to Brent J. Fields, 

Secretary, Commission, dated August 8, 2016. The 

pilot period for the Program was extended until 

December 31, 2016. See Securities Exchange Act 

Release No. 78601 (Aug. 17, 2016), 81 FR 57632 

(Aug. 23, 2016) (SR–NYSEArca–2016–113). On 

November 28, 2016, the Exchange requested 

another extension of the exemption for the program. 

See Letter from Martha Redding, Associate General 

Counsel and Assistant Secretary, to Brent J. Fields, 

Secretary, Commission, dated November 28, 2016. 

The pilot period for the Program was extended until 

June 30, 2017. See Securities Exchange Act Release 

No. 79495 (Dec. 7, 2016), 81 FR 90033 (Dec. 13, 

2016) (SR–NYSEArca–2016–157). On May 23, 2017, 

the Exchange requested another extension of the 

exemption for the program. See Letter from Martha 

Redding, Associate General Counsel and Assistant 

Secretary, to Brent J. Fields, Secretary, Commission, 

dated May 23, 2017. The pilot period for the 

Program was extended until December 31, 2017. 

See Securities Exchange Act Release No. 80851 

(June 2, 2017), 82 FR 26722 (June 8, 2017) (SR– 

NYSEArca–2017–63). On November 30, 2017, the 

Exchange requested another extension of the 

exemption to the program. See Letter from Martha 

Redding, Assistant Secretary, NYSE, to Brent J. 

Fields, Secretary, Commission, dated November 30, 

2017. The pilot period for the Program was 

extended until June 30, 2018. See Securities 

Exchange Act Release No. 82289 (December 11, 

2017), 82 FR 59677 (December 15, 2017) (SR– 

NYSEArca–2017–137). 

5See Letter from Martha Redding, Associate 

General Counsel and Assistant Secretary, NYSE to 

Brent J. Fields, Secretary, Commission, dated June 

14, 2018. 

immediately. The Commission believes 

that waiving the 30-day operative delay 

is consistent with the protection of 

investors and the public interest, 

because waiver would allow the pilot 

period to continue uninterrupted after 

its current expiration date of June 30, 

2018, thereby avoiding any potential 

investor confusion that could result 

from temporary interruption in the pilot 

program. For this reason, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.16

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

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– 

NYSE–2018–29 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–NYSE–2018–29. 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 the 

filing also will be available for 

inspection and copying at the principal 

offices 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–NYSE–2018–29, and 

should be submitted on or before July 

24, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14286 Filed 7–2–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83543; File No. SR– 

NYSEArca–2013–107] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting an 

Extension to Limited Exemptions From 

Rule 612(c) of Regulation NMS In 

Connection With the Exchange’s Retail 

Liquidity Programs Until December 31, 

2018 

June 28, 2018. 

On December 23, 2013, the Securities 

and Exchange Commission 

(‘‘Commission’’) issued an order 

pursuant to its authority under Rule 

612(c) of Regulation NMS (‘‘Sub-Penny 

Rule’’) 1 that granted NYSE Arca, Inc. 

(‘‘Exchange’’) a limited exemption from 

the Sub-Penny Rule in connection with 

the operation of the Exchange’s Retail 

Liquidity Program (the ‘‘Program’’).2

The limited exemption was granted 

concurrently with the Commission’s 

approval of the Exchange’s proposal to 

adopt its Program for a one-year pilot 

term.3 The exemption was granted 

coterminous with the effectiveness of 

the pilot Program; both the pilot 

Program and exemption are scheduled 

to expire on June 30, 2018.4

The Exchange now seeks to extend 

the exemptions until December 31, 

2018.5 The Exchange’s request was 

made in conjunction with an 

immediately effective filing that extends 


sradovich on DSK3GMQ082PROD with NOTICES