[Federal Register Volume 89, Number 42 (Friday, March 1, 2024)]
[Notices]
[Pages 15242-15251]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-04295]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99598; File No. SR-BX-2024-006]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Adopt an OTTO 
Protocol

February 26, 2024
    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 February 15, 2024, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I, II, and III, below, 
which Items have been prepared by the Exchange. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt a new protocol, ``Ouch to Trade 
Options'' or ``OTTO'' and establish pricing for this new protocol.
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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

1. Purpose
    BX proposes to offer a new order entry protocol called OTTO. Today, 
BX Participants may enter orders into the Exchange through the 
``Financial Information eXchange'' or ``FIX.'' \3\ The proposed new 
OTTO protocol is identical to the OTTO protocol offered today on 3 
Nasdaq affiliated exchanges, Nasdaq ISE, LLC (``ISE''), Nasdaq GEMX, 
LLC (``GEMX'') and Nasdaq MRX, LLC (``MRX'').
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    \3\ FIX is an interface that allows Participants 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. 
In addition, a BX Participant may elect to utilize FIX to send a 
message and PRISM Order, as defined within Options 3, Section 13, to 
all BX Participants that opt in to receive Requests for PRISM 
requesting that it submit the sender's PRISM Order with responder's 
Initiating Order, as defined within Options 3, Section 13, into the 
Price Improvement Auction (``PRISM'') mechanism, pursuant to Options 
3, Section 13 (``Request for PRISM''). See Options 3, Section 
7(e)(1)(A).
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    The OTTO protocol is a proprietary protocol of Nasdaq, Inc. The 
Exchange continues to innovate and modernize technology so that it may 
continue to compete among options markets. The ability to continue to 
innovate with technology and offer new products to market participants 
allows BX to remain competitive in the options space which currently 
has seventeen options markets and potential new entrants.
OTTO Protocol
    As proposed, OTTO would allow Participants and their Sponsored 
Customers \4\ to connect, send, and receive messages related to orders, 
auction orders, and auction responses to the Exchange. OTTO features 
would include the following: (1) options symbol directory messages 
(e.g., underlying and complex instruments); (2) System \5\ event 
messages (e.g., start of

[[Page 15243]]

trading hours messages and start of opening); (3) trading action 
messages (e.g., halts and resumes); (4) execution messages; (5) order 
messages; (6) risk protection triggers and cancel notifications; (7) 
auction notifications; (8) auction responses; and (9) post trade 
allocation messages. The Exchange notes that unlike FIX, which offers 
routing capability, OTTO does not permit routing. The Exchange proposes 
to include this description of OTTO in new Options 3, Section 
7(e)(1)(B) and re-letter current ``B'' as ``C''.
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    \4\ General 2, Section 22 describes Sponsored Access 
arrangements.
    \5\ The term ``System'' or ``Trading System'' means the 
automated system for order execution and trade reporting owned and 
operated by BX as the BX Options market. The BX Options market 
comprises: (A) an order execution service that enables Participants 
to automatically execute transactions in option series; and provides 
Participants with sufficient monitoring and updating capability to 
participate in an automated execution environment; (B) a trade 
reporting service that submits ``locked-in'' trades for clearing to 
a registered clearing agency for clearance and settlement; transmits 
last-sale reports of transactions automatically to the Options Price 
Reporting Authority for dissemination to the public and industry; 
and provides participants with monitoring and risk management 
capabilities to facilitate participation in a ``locked-in'' trading 
environment; and (C) the data feeds described in Options 3, Section 
23. See BX Options 1, Section 1(a)(59).
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    Only one order protocol is required for a BX Participant to submit 
orders into BX. Only BX Participants may utilize ports on BX. Any 
market participant that sends orders to a BX Participant would not need 
to utilize a port. The BX Participant may send all orders, proprietary 
and agency, through one port to BX. Participants may elect to obtain 
multiple ports to organize their business,\6\ however only one port is 
necessary for a Participant to enter orders on BX.
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    \6\ For example, a Participant may desire to utilize multiple 
FIX or OTTO Ports for accounting purposes, to measure performance, 
for regulatory reasons, segregating order flow among different 
trading desks, or other determinations that are specific to that 
Participant. A market participant may utilize multiple ports in some 
cases to send multiple orders through different ports to avoid any 
latency or queuing of orders. The Exchange notes that to the extent 
that different OTTO Ports are used to send multiple orders as 
compared to sending multiple orders through one OTTO Port the 
difference from a latency standpoint would be in nanoseconds.
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    Participants may elect to enter their orders through FIX, OTTO, or 
both protocols, although both protocols are not necessary. Participants 
may prefer one protocol as compared to another protocol, for example, 
the ability to route may cause a Participant to utilize FIX and a 
Participant that desires to execute an order locally may prefer OTTO. 
Also, the OTTO Port offers lower latency as compared to the FIX Port, 
which may be attractive to Participants depending on their trading 
behavior. Nasdaq believes that the addition of OTTO will provide BX 
Participants with additional choice when submitting orders to BX.
    While the Exchange has no way of predicting with certainty the 
amount or type of OTTO Ports market participants will in fact purchase, 
the Exchange anticipates that some Participants will subscribe to 
multiple OTTO Ports in combination with FIX Ports. The Exchange notes 
that Options Participants may use varying number of OTTO ports based on 
their business needs.
Other Amendments
    In connection with offering OTTO, the Exchange proposes to amend 
other rules within Options 3. Each amendment is described below.
Options 3, Section 7
    BX proposes to amend Options 3, Section 7, Types of Orders and 
Quote Protocols. Specifically, BX proposes to amend Options 3, Section 
7 (b)(2) that describes the Immediate-or-Cancel'' or ``IOC'' order. 
Today, Options 3, Section 7(b)(2)(B) notes that an IOC order may be 
entered through FIX or SQF, provided that an IOC Order entered by a 
Market Maker through SQF is 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. The Exchange 
proposes to add ``OTTO'' to the list of protocols to note that an IOC 
order may also be entered through OTTO.
    BX also proposes to amend the ``DAY'' order in Options 3, Section 
7(b)(3) that currently provides that a Day order may be entered through 
FIX. With the addition of OTTO, a Day order may also be entered through 
OTTO.
    BX also proposes to amend the ``Good Til Cancelled'' or ``GTC'' 
order which currently does not specify that a GTC order may be entered 
through FIX. GTC orders would only be able to be entered through FIX 
and not OTTO. The Exchange proposes to amend Options 3, Section 7(b)(4) 
to add a sentence to note that GTC orders may be entered through FIX.
Options 3, Section 8
    BX proposes to amend Options 3, Section 8, Options Opening Process. 
BX proposes to amend Options 3, Section 8(l) that describes the Opening 
Process Cancel Timer. The Opening Process Cancel Timer represents a 
period of time since the underlying market has opened. If an option 
series has not opened before the conclusion of the Opening Process 
Cancel Timer, a Participant may elect to have orders returned by 
providing written notification to the Exchange. Today, these orders 
include all non-Good Til Cancelled Orders received over the FIX 
protocol. The Exchange proposes to add the OTTO protocol as well to the 
rule text language in that paragraph.
Options 3, Section 12
    The Exchange proposes to amend the Options 3, Section 12, Crossing 
Orders. Specifically, the Exchange proposes to amend Customer Crossing 
Orders in Options 3, Section 12(a) that currently provides Public 
Customer-to-Public Customer Cross Orders are automatically executed 
upon entry provided that the execution is at or between the best bid 
and offer on the Exchange and (i) is not at the same price as a Public 
Customer Order on the Exchange's limit order book and (ii) will not 
trade through the NBBO. Public Customer-to-Public Customer Cross Orders 
must be entered through FIX. The Exchange proposes to remove the 
sentence that provides that Public Customer-to-Public Customer Cross 
Orders must be entered through FIX because they will be able to be 
entered through both FIX and OTTO.
Options 3, Section 17
    The Exchange proposes to amend the Kill Switch at Options 3, 
Section 17. The Kill Switch provides Participants with an optional risk 
management tool to promptly cancel and restrict orders. With the 
introduction of OTTO, the Exchange proposes to align its Kill Switch 
rule text with MRX's Kill Switch.\7\ The Exchange proposes to note in 
Options 3, Section 17(a) that BX Participants may initiate a message(s) 
to the System to promptly cancel and restrict their order activity on 
the Exchange, as is the case today, as described in section (a)(1). 
This amendment simply rewords the rule text without a substantive 
amendment to the rule text.
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    \7\ See MRX Options 3, Section 17.
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    The Exchange proposes to renumber Options 3, Section 17(a)(i) and 
(ii) as (a)(1) and (2). Current Options 3, Section 17(a)(i) states, 
``If orders are cancelled by the BX Participant utilizing the Kill 
Switch, it will result in the cancellation of all orders requested for 
the Identifier(s). The BX Participant will be unable to enter 
additional orders for the affected Identifier(s) until re-entry has 
been enabled pursuant to section (a)(ii).'' The Exchange proposes to 
instead provide, ``A BX Participant may submit a request to the System 
through FIX or OTTO to cancel all existing orders and restrict entry of 
additional orders for the requested Identifier(s) on a user level on 
the Exchange.'' With the addition of OTTO, the Exchange notes

[[Page 15244]]

that both FIX and OTTO orders may be cancelled. Further, today, BX 
Participants utilize an interface to send a message to the Exchange to 
initiate a Kill Switch.\8\ The Exchange notes that in lieu of the 
interface, BX Participants will only be able to initiate a cancellation 
of their orders by sending a mass purge request through FIX or OTTO. 
This change will align the Kill Switch functionality to that of ISE, 
GEMX and MRX Options 3, Section 17 and will enable BX Participants to 
initiate the Kill Switch more seamlessly without the need to utilize a 
separate interface. When initiating a cancellation of their orders by 
sending a mass purge request through FIX or OTTO, Participants will be 
able to submit a Kill Switch request on a user level only. This is a 
change from the ability to cancel orders on either a user or group 
level \9\ with the interface. The Exchange proposes to amend Options 3, 
Section 17(a) to note this change by removing the words ``or group'' 
and the following sentence that applies to a group.\10\
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    \8\ See Securities Exchange Act Release No. 76116 (October 8, 
2015), 80 FR 62147 (October 15, 2015) (SR-BX-2015-050) (Order 
Approving Proposed Rule Change To Adopt a Kill Switch).
    \9\ A permissible group could include all badges associated with 
a Market Maker. Today, a Participant is able to set up these groups 
in the interface to include all or some of the Identifiers 
associated with the Participant firm so that a GUI Kill Switch 
request could apply to this pre-defined group.
    \10\ The Exchange proposes to remove this sentence, 
``Permissible groups must reside within a single broker-dealer'' as 
the group option would no longer exist.
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    Finally, the Exchange proposes to amend proposed Options 3, Section 
17(a)(2) to align to MRX's rule text by providing ``Once a BX 
Participant initiates a Kill Switch pursuant to (a)(1) above . . .'' in 
the first sentence. This amendment simply rewords the rule text without 
a substantive amendment to the rule text.
Options 3, Section 18
    The Exchange proposes to amend Options 3, Section 18, Detection of 
Loss of Communication. The Exchange proposes to add OTTO to Options 3, 
Section 18 as OTTO would also be subject to this rule. Today, when the 
SQF Port or the FIX Port detects the loss of communication with a 
Participant's Client Application because the Exchange's server does not 
receive a Heartbeat message for a certain time period, the Exchange 
will automatically logoff the Participant's affected Client Application 
and automatically cancel all of the Participant's open quotes through 
SQF and open orders through FIX. Quotes and orders are cancelled across 
all Client Applications that are associated with the same BX Options 
Market Maker ID and underlying issues.
    At this time, the Exchange proposes to permit orders entered 
through OTTO to be cancelled similar to FIX orders when the Exchange's 
server does not receive a Heartbeat message for a certain time period. 
The Exchange is proposing to amend Options 3, Section 18 to also 
rearrange the rule text to add the word ``Definitions'' next to ``a'' 
and move the rule text in current ``a'' to ``b'' and re-letter the 
other paragraphs accordingly. Also, the Exchange proposes to define 
``Session of Connectivity'' for purposes of this rule to mean each time 
the Participant connects to the Exchange's System. Further, each new 
connection, intra-day or otherwise, is a new Session of Connectivity. 
The Exchange proposes to use the new definition throughout Options 3, 
Section 18.
    Similar to FIX, when the OTTO Port detects the loss of 
communication with a Participant's Client Application because the 
Exchange's server does not receive a Heartbeat message for a certain 
time period, the Exchange will automatically logoff the Participant's 
affected Client Application and automatically cancel all of the 
Participant's open orders through OTTO. Orders would be cancelled 
across all Client Applications that are associated with the same BX 
Options Market Maker ID and underlying issues. The Exchange proposes to 
update Options 3, Section 18 to provide in proposed Options 3, Section 
18(a)(3) that the OTTO Port is the Exchange's proprietary System 
component through which Participants communicate their orders from the 
Client Application. Further, the Exchange would note in proposed 
Options 3, Section 18(c) that when the OTTO Port detects the loss of 
communication with a Participant's Client Application because the 
Exchange's server does not receive a Heartbeat message for a certain 
time period (``nn'' seconds), the Exchange will automatically logoff 
the Participant's affected Client Application and if the Participant 
has elected to have its orders cancelled pursuant to proposed Section 
18(f), automatically cancel all orders. Proposed Options 3, Section 
18(f) would provide that the default period of ``nn'' seconds for OTTO 
Ports would be fifteen (15) seconds for the disconnect and, if elected, 
the removal of orders. A Participant may determine another time period 
of ``nn'' seconds of no technical connectivity, as required in proposed 
paragraph (c), to trigger the disconnect and, if so elected, the 
removal of orders and communicate that time to the Exchange. The period 
of ``nn'' seconds may be modified to a number between one hundred (100) 
milliseconds and 99,999 milliseconds for OTTO Ports prior to each 
Session of Connectivity to the Exchange. This feature may be disabled 
for the removal of orders, however the Participant will be 
disconnected.
    Proposed Options 3, Section 18(f)(1) would provide that if the 
Participant changes the default number of ``nn'' seconds, that new 
setting shall be in effect throughout the current Session of 
Connectivity and will then default back to fifteen seconds. The 
Participant may change the default setting prior to each Session of 
Connectivity. Finally, as proposed in Options 3, Section 18(f)(2), if 
the time period is communicated to the Exchange by calling Exchange 
operations, the number of ``nn'' seconds selected by the Participant 
will persist for each subsequent Session of Connectivity until the 
Participant either contacts Exchange operations by phone and changes 
the setting or the Participant selects another time period through the 
Client Application prior to the next Session of Connectivity. The 
trigger for OTTO Ports is event and Client Application specific. The 
automatic cancellation of the BX Options Market Maker's open orders for 
OTTO Ports entered into the respective OTTO Ports via a particular 
Client Application will neither impact nor determine the treatment of 
orders of the same or other Participants entered into the OTTO Ports 
via a separate and distinct Client Application. The proposed amendments 
for OTTO mirror the manner in which FIX Ports are treated when the 
Exchange's server does not receive a Heartbeat message for a certain 
time period for a FIX Port.\11\
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    \11\ The Exchange proposes to update internal cross-references 
to accommodate relocated text.
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Pricing
    BX proposes to amend its Pricing Schedule at Options 7, Section 3, 
BX Options Market--Ports and other Services, to add pricing for the new 
OTTO protocol. Specifically, BX proposes to offer Participants the 
first OTTO Port at no cost. The one OTTO Port would permit BX 
Participants to submit orders into BX. Today, only one account number 
\12\ is necessary to transact an options business on BX and account 
numbers are available to Participants at no cost. The Exchange proposes 
to note in the Pricing Schedule at Options 7, Section 3 that BX does 
not

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assess a fee for an account number to provide greater transparency to 
Participants.
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    \12\ An ``account number'' means a number assigned to a 
Participant. Participants may have more than one account number. See 
Options 1, Section 1(a)(2).
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    The Exchange proposes to assess an OTTO Port Fee of $650 per port, 
per month, per account number for each subsequent port beyond the first 
port. This is the same fee assessed for OTTO Ports on MRX and GEMX.\13\ 
Additional OTTO Ports beyond the first OTTO Port would be optional for 
Participants to utilize as the Exchange is offering the first OTTO 
order protocol, per Participant, at no cost and only one port is 
necessary to enter orders into BX.\14\
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    \13\ See MRX Options 7, Section 6 and GEMX Options 7, Section 6, 
C. MRX and GEMX do not offer an OTTO Port at no cost. MRX offers the 
first FIX Port at no cost.
    \14\ The Exchange proposes to renumber the SQF Port Fee and SQF 
Purge Port Fee in Options 7, Section 3(i).
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Implementation
    The Exchange will implement this rule change on or before December 
20, 2025. The Exchange will announce the operative date to Participants 
in an Options Trader Alert.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\15\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\16\ 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. Additionally, the Exchange believes that its proposal 
furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\17\ 
in particular, in that it provides for the equitable allocation of 
reasonable dues, fees, and other charges among members and issuers and 
other persons using any facility, and is not designed to permit unfair 
discrimination between customers, issuers, brokers, or dealers.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ See 15 U.S.C. 78f(b)(4) and (5).
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OTTO Protocol
    The Exchange's proposal to adopt OTTO is consistent with the Act 
because OTTO would provide BX Participants with an alternative protocol 
to submit orders to the Exchange. As proposed, BX would offer the first 
OTTO Port at no cost to submit orders into BX, which would remove 
impediments to and perfect the mechanism of a free and open market. 
While BX Participants may elect to obtain multiple ports to organize 
their business,\18\ only one order port is necessary for a Participant 
to enter orders on BX. A BX Participant may send all orders, 
proprietary and agency, through one port to BX without incurring any 
cost with this proposal. In the alternative, BX Participants may elect 
to obtain multiple ports to organize their business.\19\
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    \18\ For example, a Participant may desire to utilize multiple 
FIX or OTTO Ports for accounting purposes, to measure performance, 
for regulatory reasons or other determinations that are specific to 
that Participant.
    \19\ For example, a Participant may desire to utilize multiple 
FIX or OTTO Ports for accounting purposes, to measure performance, 
for regulatory reasons or other determinations that are specific to 
that Participant.
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    With the addition of OTTO, a BX Participant may elect to enter 
their orders through FIX, OTTO, or both protocols, although both 
protocols are not necessary. Each BX Participant would receive one OTTO 
Port at no cost, thereby promoting just and equitable principles of 
trade. The Exchange notes that Participants may prefer one order 
protocol as compared to another order protocol, for example, the 
ability to route an order may cause a Participant to utilize FIX and a 
Participant that desires to execute an order locally may utilize OTTO. 
Also, the OTTO Port offers lower latency as compared to the FIX Port, 
which may be attractive to Participants depending on their trading 
behavior. With this proposal, BX Participant may organize their 
business as they chose with the ability to send orders to BX at no 
cost. The proposed new OTTO protocol is identical to the OTTO protocol 
offered today on ISE, GEMX, MRX.
Other Amendments
    In connection with offering OTTO, the Exchange proposes to amend 
other rules within Options 3 to make clear where the FIX and OTTO 
protocols may be utilized. IOC Orders may be entered through FIX, OTTO 
or SQF. A Day order may be entered through FIX or OTTO. A GTC order may 
only be entered through FIX. A Public Customer-to-Public Customer Cross 
Order may be entered through FIX or OTTO. Other processes such the 
Opening Cancel Timer would impact FIX and OTTO equally.
    The Exchange's proposal to amend the Kill Switch at Options 3, 
Section 17 to align its rule text in proposed Options 3, Section 17(a) 
and (a)(2) with MRX's Options 3, Section 17 is consistent with the Act 
because it does not substantively amend the functionality beyond 
removing the group level cancel capability. The Exchange's proposal to 
amend proposed Options 3, Section 17(a)(2) to specify that FIX and OTTO 
orders may be cancelled is consistent with the Act as it will make 
clear that all orders entered on BX may be purged through the Kill 
Switch. Finally, allowing BX Participants to send a mass purge request 
through FIX or OTTO, in lieu of an interface, is consistent with Act 
and the protection of investors and the general public because it will 
enable BX Participants to initiate the Kill Switch more seamlessly 
without the need to utilize a separate interface. Further, utilizing 
the order protocols directly, in lieu of the interface, will align the 
Kill Switch functionality to that of ISE, GEMX and MRX. When initiating 
a cancellation of their orders by sending a mass purge request through 
FIX or OTTO, Participants will be able to submit a Kill Switch request 
on a user level only because the purge will be specific to a FIX or 
OTTO user for these ports.
    Finally, the Detection of Loss of Communication would apply equally 
to FIX and OTTO. The Exchange believes that its proposal is consistent 
with the Act and protects investors as the Exchange is making clear 
what types of order types and other mechanisms may utilize OTTO. Today, 
BX Participants utilize FIX to enter their orders. Despite the fact 
that OTTO would not be available for the GTC Time-In-Force modifier, 
the Exchange notes that one OTTO Port is being provided to Participants 
at no cost. Today, FIX is the only manner in which to enter orders into 
BX.
Pricing
    BX's proposal to amend its Pricing Schedule at Options 7, Section 3 
will offer BX Participants the first OTTO Port at no cost to submit 
orders into BX. Only BX Participants may utilize ports on BX. A 
Participant can send all orders, proprietary and agency, through one 
port to BX. Only one order entry protocol is required for BX 
Participants to submit orders into BX to meet its regulatory 
requirements.\20\ Additional ports beyond one port are not required for 
a BX Participant to meet its regulatory obligations. Participants may 
elect to obtain multiple account numbers to organize their business, 
however only one account number is necessary to transact options 
business on BX and account numbers are available to Participants at no 
cost.
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    \20\ BX Participants have trade-through requirements under 
Regulation NMS as well as broker-dealers' best execution 
obligations. See Rule 611 of Regulation NMS; 17 CFR 242.611 and 
FINRA Rule 5310.
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    The Exchange's proposal is reasonable, equitable and not unfairly

[[Page 15246]]

discriminatory as BX is providing Participants the first OTTO Port to 
submit orders at no cost. One OTTO Port would allow a BX Participant to 
meet its regulatory requirements. Additional OTTO Ports, beyond the 
first port which is being offered at no cost, are not required for a BX 
Participant to meet its regulatory obligations. For the foregoing 
reasons, the Exchange believes that it is reasonable to assess no fee 
for the first OTTO Port obtained by a BX Participant as a BX 
Participant is able to meet its regulatory requirements with one OTTO 
Port. Additionally, the OTTO protocol is a proprietary protocol of 
Nasdaq, Inc. The Exchange continues to innovate and modernize 
technology so that it may continue to compete among options markets. 
The ability to continue to innovate with technology and offer new 
products to market participants allows BX to remain competitive in the 
options space which currently has seventeen options markets and 
potential new entrants.
    Today, a Member on ISE, GEMX, or MRX may utilize either a FIX or an 
OTTO Port to submit orders to the respective exchange. In analyzing the 
data provided below for ISE, GEMX and MRX, it is important to note that 
30% of members on ISE subscribe to 1 OTTO Port and 24% of members 
subscribe to 1 FIX Port. ISE had a market share of 5.90% in 2023. Below 
are charts which display the number of members that subscribe to OTTO 
and FIX Ports on MRX.
BILLING CODE 8011-01-P
[GRAPHIC] [TIFF OMITTED] TN01MR24.031

[GRAPHIC] [TIFF OMITTED] TN01MR24.032

    Below are charts which display the number of members that subscribe 
to OTTO and FIX Ports on GEMX.

[[Page 15247]]

[GRAPHIC] [TIFF OMITTED] TN01MR24.033

[GRAPHIC] [TIFF OMITTED] TN01MR24.034

    Below are charts which display the number of members that subscribe 
to OTTO and FIX Ports on ISE.

[[Page 15248]]

[GRAPHIC] [TIFF OMITTED] TN01MR24.035

[GRAPHIC] [TIFF OMITTED] TN01MR24.036

BILLING CODE 8011-01-C
    Further it is equitable and not unfairly discriminatory to assess 
no fee for the first OTTO Port to a BX Participant as all BX 
Participants would be entitled to the first OTTO Port at no cost. With 
this proposal, BX Participants may organize their business in such a 
way as to submit orders to BX at no cost.
    The Exchange's proposal to assess BX Participants $650 per port, 
per month, per account number for OTTO Ports beyond the first port is 
reasonable because these ports are not required for a member to meet 
its regulatory requirements. BX Participants only require one order 
entry port to submit orders to BX. The Exchange is offering 
Participants one free OTTO Port. Participants that subscribe to FIX 
could utilize their FIX Port to submit orders and would not need to 
utilize an OTTO Port. Participants electing to subscribe to more than 
one OTTO Port are choosing the additional ports to accommodate their 
business model. For example, a Participant may purchase one or more 
OTTO Ports for its market making business, and then purchase separate 
OTTO Ports for proprietary trading or customer facing businesses, 
allowing the firm to send multiple messages into the Exchange's System 
in parallel rather than sequentially. Some Participants that provide 
direct market access to their customers may also choose to purchase 
separate ports for different clients. While a smaller Participant may 
choose to subscribe to two OTTO Ports, a larger market participant with 
a substantial and diversified U.S. options business may opt to purchase 
multiple OTTO Ports to support both the volume and types of activity 
that they conduct on the Exchange. While the Exchange has no way of 
predicting with certainty the amount of OTTO Ports market participants 
will in fact purchase, the Exchange anticipates that some Participants 
will subscribe to multiple OTTO Ports. The Exchange believes that the 
proposed OTTO Port fees beyond the first port are reasonable because 
these ports are not required for a member to meet its regulatory 
requirements. Additionally, the proposed OTTO Port fee of $650 per 
port, per month, per account number is the same fee charged for OTTO 
Ports on MRX and GEMX.\21\
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    \21\ See MRX Options 7, Section 6 and GEMX Options 7, Section 6, 
C. MRX and GEMX do not offer an OTTO Port at no cost. MRX offers the 
first FIX Port at no cost.
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    The Exchange's proposal to assess BX Participants $650 per port, 
per month, per account number for OTTO Ports beyond the first port is 
equitable and not unfairly discriminatory because any BX Participant 
may elect to subscribe to

[[Page 15249]]

additional OTTO Ports, however BX Participants only require one order 
entry port to submit orders to BX. The Exchange is offering 
Participants one free OTTO Port. Participants that subscribe to FIX 
could utilize their FIX Port to submit orders and would not need to 
utilize an OTTO Port. As noted herein, all BX Participants would be 
subject to the same fees for OTTO Ports. Also, as noted herein, account 
numbers are available on BX at no cost.
    Unlike ISE, GEMX and MRX, BX only offers its Participants a FIX 
Port to submit orders to BX. As noted herein, the proposed OTTO Port 
Fee for additional ports is comparable to GEMX and MRX, which markets 
assess an OTTO Port Fee of $650 per port, per month, per account 
number.\22\ GEMX and MRX do not offer the first OTTO Port at no cost, 
however MRX offers the first FIX Port at no cost.\23\ Cboe offers more 
than one order entry port. Cboe port fees \24\ are within the range of 
the proposed fees. Cboe does not offer a free order entry port and 
tiers its BOE and FIX Logical ports so that each subsequent port fee is 
higher than BX's port fees. Additionally, Cboe limits usage on each 
port and assesses fees for incremental usage \25\ thereby increasing 
the expense for ports if the usage is exceeded and potentially 
requiring market participants to acquire additional ports to avoid 
additional costs. BOX port fees \26\ are within the range of the 
proposed fees. While BOX does not offer an order entry port at no cost, 
it tiers its FIX and SAIL port fees and each subsequent port fee is 
lower. MIAX port fees \27\ are within the range of the proposed fees. 
MIAX Port users are allocated two (2) Full Service MEI Ports and two 
(2) Limited Service MEI Ports per matching engine to which they 
connect.\28\ NYSE Arca port fees \29\ are within the range of the 
proposed fees. For each order/quote entry port utilized, NYSE Arca 
Market Makers may utilize, free of charge, one port dedicated to quote 
cancellation or ``quote takedown,'' which port(s) will not be included 
in the count of order/quote entry ports utilized.\30\
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    \22\ See GEMX Options 7, Section 6.C and MRX Options 7, Section 
6.
    \23\ See GEMX Options 7, Section 6.C and MRX Options 7, Section 
6.
    \24\ Cboe assesses a fee of $750 per port up to 5 BOE/FIX 
Logical Ports, and $800 per port for over 5 BOE/FIX Logical Ports. 
See Cboe's Fees Schedule.
    \25\ Each Cboe BOE or FIX Logical Port incur the logical port 
fee indicated when used to enter up to 70,000 orders per trading day 
per logical port as measured on average in a single month. For each 
incremental usage of up to 70,000 per day per logical port will 
incur an additional logical port fee of $800 per month. See Cboe's 
Fees Schedule.
    \26\ BOX assesses tiered FIX Port Fees as follows: $500 per port 
per month for the first FIX Port, $250 per port per month for FIX 
Ports 2-5 and $150 per port per month for over 5 FIX Ports. BOX 
assesses $1,000 per month for all SAIL Ports for Market Making and 
$500 per month per port up to 5 ports for order entry and $150 per 
month for each additional port. See BOX's Fee Schedule.
    \27\ MIAX tiers its FIX Port fees as follows: $550 per month for 
the 1st FIX Port, $350 per month per port for the FIX Ports 2 
through 5 and $150 per month for over 5 FIX Ports. MIAX tiers its 
MEI Port Fees and assesses fees per number of classes and as a 
percentage of National Average Daily Volume. MEI Port fees range 
from $5,000 to $20,500 per month. The applicable fee rate is the 
lesser of either the per class basis or percentage of total national 
average daily volume measurement. However, if the Market Maker's 
total monthly executed volume during the relevant month is less than 
0.060% of the total monthly executed volume reported by The Options 
Clearing Corporation in the market maker account type for MIAX-
listed option classes for that month, then the fee will be $14,500 
instead of the fee otherwise applicable. MIAX will assess monthly 
MEI Port Fees on Market Makers in each month the Member has been 
credentialed to use the MEI Port in the production environment and 
has been assigned to quote in at least one class. See MIAX's Fee 
Schedule.
    \28\ MEI Port Fees include MEI Ports at the Primary, Secondary 
and Disaster Recovery data centers. MIAX Market Makers may request 
additional Limited Service MEI Ports for which MIAX will assess MIAX 
Market Makers $100 per month per additional Limited Service MEI Port 
for each engine. See MIAX's Fee Schedule.
    \29\ NYSE Arca assesses a tiered order/quote entry port fee of 
$450 for the first 40 ports and $150 per port per month for the 41 
ports or greater. For purpose of calculating the number of order/
quote entry ports and quote takedown ports, NYSE Arca aggregates the 
ports of affiliates. See NYSE Arca Options Fees and Charges.
    \30\ Any quote takedown port utilized by a NYSE Arca Market 
Maker that is in excess of the number of order/quote entry ports 
utilized will be counted and charged as an order/quote entry port. 
See NYSE Arca Options Fees and Charges.
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
    The OTTO protocol is a proprietary protocol of Nasdaq, Inc. The 
Exchange continues to innovate and modernize technology so that it may 
continue to compete among options markets. The ability to continue to 
innovate with technology and offer new products to market participants 
allows BX to remain competitive in the options space which currently 
has seventeen options markets and potential new entrants. If BX were 
unable to offer and price new protocols, it would result in an undue 
burden on competition as BX would not have the ability to innovate and 
modernize its technology to compete effectively in the options space. 
BX's ability to offer OTTO will enable it to compete with other options 
markets that provide its market participants a choice as to the type of 
order entry protocols that may be utilized. BX's ability to offer and 
price new and innovative products and continue to modernize its 
technology, similar to other options markets, supports intermarket 
competition.
OTTO Protocol
    The Exchange's proposal to adopt an OTTO Protocol does not impose 
an undue burden on intramarket competition. Today, all BX Participants 
utilize FIX to send orders to BX. The Exchange would offer each BX 
Participant the first OTTO Port at no cost with this proposal. With the 
addition of OTTO Ports, a BX Participant may elect to enter their 
orders through FIX, OTTO, or both protocols, although both protocols 
are not necessary. The Exchange's proposal to adopt an OTTO Protocol 
does not impose an undue burden on intermarket competition as other 
options exchanges offer multiple protocols today such as ISE, GEMX and 
MRX.
Other Amendments
    The Exchange's proposal to amend other rules within Options 3 to 
make clear where the FIX and OTTO protocols may be utilized does not 
impose an undue burden on intramarket competition as these rules will 
apply in the same manner to all Participants. The Exchange's proposal 
to amend other rules within Options 3 to make clear where the FIX and 
OTTO protocols may be utilized does not impose an undue burden on 
intermarket competition as other options exchanges may elect to utilize 
their order entry protocols in different ways.
Pricing
    Nothing in the proposal burdens intermarket competition because 
BX's proposal to offer the first OTTO Port for free permits BX to set 
fees, similar to other options markets, while continuing to allow BX 
Participants to meet their regulatory obligations. BX's proposal would 
permit BX Participants the ability to submit orders to BX at no cost 
through OTTO. Additional OTTO Ports are not required for BX 
Participants to meet their regulatory obligations. The proposed port 
fees are similar to port fees assessed by other options markets as 
noted in this proposal. Further, the Exchange does not believe that the 
proposed rule change would place certain market participants at the 
Exchange at a relative disadvantage compared to other market 
participants or affect the ability of such market participants to 
compete. The Exchange notes that while the manner in which an order is 
sent to the Exchange may have an impact on latency, the difference

[[Page 15250]]

from a latency standpoint would be in nanoseconds, and it would depend 
on the manner in which the order is being sent to the Exchange. A 
market participant sending 30 sequential orders through an OTTO Port 
may experience a slight latency of certain nanoseconds (less than a few 
nanoseconds) to permit serialized processing in the port and the match 
engine per order in certain cases. This is compared to a BX participant 
who submits 30 orders through multiple OTTO Ports at the same time. 
This distinction exists today on other options exchanges that offer 
market participants the ability to submit order flow in bulk,\31\ which 
results in a larger number of orders being sent to the exchange's match 
engine in a quicker timeframe as compared to market participants that 
utilize a port that does not support bulk orders. Also, as noted 
herein, OTTO Orders do not route and therefore have a lower latency as 
compared to orders sent via a FIX Port. The Exchange notes that other 
factors may also contribute to the time it takes for an order to be 
executed. For example, on an exchange that offers complex orders, such 
orders with a stock component, may take additional time to execute as 
compared to a market order. In short, while latency may play a very 
small factor in the quantity of ports that are being utilized to send 
an order to the Exchange, all market participants may elect how their 
order is sent to an exchange. The Exchange notes that there is no 
correlation between the number of orders executed on the Exchange by a 
Participant and the number of ports subscribed to by a Participant. 
There are Participants that subscribe to a larger number of ports that 
have lower executed volumes on BX than those with half of the number of 
ports. Also, not all ports subscribed to by a Participant are active. 
Further, all Participants are entitled to obtain additional OTTO Ports 
or a mix of OTTO and FIX Ports. The Exchange is providing each 
Participant the first OTTO Port at no cost. To the extent Participants 
elect to utilize different technologies and connections to the 
Exchange, including different numbers and combinations of ports, the 
Exchange believes that the combinations may result in varying latencies 
as is the case on all other options exchanges today.
---------------------------------------------------------------------------

    \31\ Cboe offers BOE Bulk Logical Ports. See Cboe's Fee 
Schedule. See Securities Exchange Act Release No. 90333 (November 4, 
2020), 85 FR 71666 (November 10, 2020) (SR-CBOE-2020-105). Cboe 
amended access and connectivity fees, including port fees. 
Specifically, Cboe adopted certain logical ports to allow for the 
delivery and/or receipt of trading messages--i.e., orders, accepts, 
cancels, transactions, etc. Cboe established tiered pricing for BOE/
FIX Logical Ports, with the lowest tier starting at $750 per port, 
per month for 1 to 5 ports, and for BOE Bulk Logical Ports with 
separate tiered pricing starting at $1,5000 per port, per month for 
1 to 5 ports. Cboe also established flat prices for DROP, Purge 
Ports, GRP Ports and Multicast PITCH/Top Spin Server Ports.
---------------------------------------------------------------------------

    Nothing in the proposal burdens intra-market competition because 
the Exchange would uniformly assess the OTTO Port fees to all BX 
Participants, as applicable. Further, other exchanges have increased or 
added port fees in recent years. As recently as 2020, Cboe amended its 
port fees.\32\ Specifically, Cboe adopted certain logical ports to 
allow for the delivery and/or receipt of trading messages--i.e., 
orders, accepts, cancels, transactions, etc. Cboe established tiered 
pricing for BOE and FIX logical ports, tiered pricing for BOE Bulk 
ports, and flat prices for DROP, Purge Ports, GRP Ports and Multicast 
PITCH/Top Spin Server Ports. Cboe argued in its fee proposal that the 
proposed pricing more closely aligned its access fees to those of its 
affiliated exchanges, and reasonably so, as the affiliated exchanges 
offer substantially similar connectivity and functionality and are on 
the same platform that Cboe migrated to as part of its migration. Cboe 
also justified its pricing by stating that, ``. . . the Exchange 
believes substitutable products and services are in fact available to 
market participants, including, among other things, other options 
exchanges a market participant may connect to in lieu of the Exchange, 
indirect connectivity to the Exchange via a third-party reseller of 
connectivity and/or trading of any options product, including 
proprietary products, in the Over-the-Counter (OTC) markets.'' \33\ 
Cboe stated in its proposal that,
---------------------------------------------------------------------------

    \32\ See Securities Exchange Act Release No. 90333 (November 4, 
2020), 85 FR 71666 (November 10, 2020) (SR-CBOE-2020-105).
    \33\ Id. at 71676.

    The rule structure for options exchanges are also fundamentally 
different from those of equities exchanges. In particular, options 
market participants are not forced to connect to (and purchase 
market data from) all options exchanges. For example, there are many 
order types that are available in the equities markets that are not 
utilized in the options markets, which relate to mid-point pricing 
and pegged pricing which require connection to the SIPs and each of 
the equities exchanges in order to properly execute those orders in 
compliance with best execution obligations. Additionally, in the 
options markets, the linkage routing and trade through protection 
are handled by the exchanges, not by the individual members. Thus 
not connecting to an options exchange or disconnecting from an 
options exchange does not potentially subject a broker-dealer to 
violate order protection requirements. Gone are the days when the 
retail brokerage firms (such as Fidelity, Schwab, and eTrade) were 
members of the options exchanges--they are not members of the 
Exchange or its affiliates, they do not purchase connectivity to the 
Exchange, and they do not purchase market data from the Exchange. 
Accordingly, not only is there not an actual regulatory requirement 
to connect to every options exchange, the Exchange believes there is 
also no ``de facto'' or practical requirement as well, as further 
evidenced by the recent significant reduction in the number of 
broker-dealers that are members of all options exchanges.\34\
---------------------------------------------------------------------------

    \34\ Id. at 71677.

    The proposal also referenced the National Market System Plan 
Governing the Consolidated Audit Trail (``CAT NMS Plan''),\35\ wherein 
the Commission discussed the existence of competition in the 
marketplace generally, and particularly for exchanges with unique 
business models. The Commission acknowledged that, even if an exchange 
were to exit the marketplace due to its proposed fee-related change, it 
would not significantly impact competition in the market for exchange 
trading services because these markets are served by multiple 
competitors.\36\ Further, the Commission explicitly stated that 
``[c]onsequently, demand for these services in the event of the exit of 
a competitor is likely to be swiftly met by existing competitors.'' 
\37\ Finally, the Commission recognized that while some exchanges may 
have a unique business model that is not currently offered by 
competitors, a competitor could create similar business models if 
demand were adequate, and if a competitor did not do so, the Commission 
believes it would be likely that new entrants would do so if the 
exchange with that unique business model was otherwise profitable.\38\ 
Cboe concluded that the Exchange is subject to significant 
substitution-based competitive forces in pricing its connectivity and 
access fees.\39\ Cboe stressed that the proof of competitive 
constraints does not depend on showing that members walked away, or 
threatened to walk away, from a product due to a pricing change. 
Rather, the very absence of such negative feedback (in and of itself, 
and particularly when coupled with positive feedback) is indicative 
that the proposed fees are, in fact, reasonable and consistent with the 
Exchange being subject to competitive forces in setting fees.\40\
---------------------------------------------------------------------------

    \35\ See Securities Exchange Act Release No. 86901 (September 9, 
2019), 84 FR 48458 (September 13, 2019) (File No. S7-13-19).
    \36\ Id.
    \37\ Id.
    \38\ Id.
    \39\ Id. at 71679.
    \40\ Id. at 71680.

---------------------------------------------------------------------------

[[Page 15251]]

    MRX recently filed to establish port fees.\41\ In SR-MRX-2023-05, 
MRX proposed to assess no fee for the first FIX Port obtained by an MRX 
Member and established fees for additional FIX Ports of $650 per port, 
per month for each subsequent port beyond the first port. MRX noted in 
SR-MRX-2023-05 that:
---------------------------------------------------------------------------

    \41\ See Securities Exchange Act No. 96824(February 7, 2023), 88 
FR 8975 (February 10, 2023) (SR-MRX-2023-05) (Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change To Amend MRX Options 
7, Section 6).

    Only MRX Members may utilize ports on MRX. Any market 
participant that sends orders to a Member would not need to utilize 
a port. The Member can send all orders, proprietary and agency, 
through one port to MRX. Members may elect to obtain multiple 
account numbers to organize their business, however only one account 
number and one port for orders and one port for quotes is necessary 
for a Member to trade on MRX. All other ports offered by MRX are not 
---------------------------------------------------------------------------
required for an MRX Member to meet its regulatory obligations.

    MRX also established fees for OTTO Ports, which ports are identical 
to the ports being offered on BX, and priced them the same as the 
proposed OTTO fees for BX. MRX assesses an OTTO Port Fee of $650 per 
port, per month, per account number but does not offer the first OTTO 
Port at no cost because it was offering one FIX Port at no cost for 
order entry.
    If the Commission were to apply a different standard of review to 
this proposal than it applied to other exchange fee filings, such as 
the Cboe or MRX fee filings,\42\ it would create a burden on 
competition such that it would impair BX's ability to innovate new 
products, modernize its technology, and compete with other options 
markets.
---------------------------------------------------------------------------

    \42\ See notes 30 and 39 above.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing 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)(iii) of the Act \43\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\44\
---------------------------------------------------------------------------

    \43\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \44\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.
---------------------------------------------------------------------------

    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 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

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#c5b7b0a9a0e8a6aaa8a8a0abb1b685b6a0a6eba2aab3"><span class="__cf_email__" data-cfemail="2a585f464f07494547474f445e596a594f49044d455c">[email protected]</span></a>. Please include 
file number SR-BX-2024-006 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-BX-2024-006. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-BX-2024-006 and should be 
submitted on or before March 22, 2024.
---------------------------------------------------------------------------

    \45\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\45\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-04295 Filed 2-29-24; 8:45 am]
BILLING CODE 8011-01-P


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