[Federal Register Volume 80, Number 60 (Monday, March 30, 2015)]
[Notices]
[Pages 16716-16719]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-07134]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74570; File No. SR-NYSE-2015-12]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Rule 13 Relating to Pegging Interest

March 24, 2015.
    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 March 17, 2015, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 13 (Orders and Modifiers) 
relating to pegging interest. The text of the proposed rule change is 
available on the Exchange's Web site 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.

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

1. Purpose
    The Exchange proposes to amend Rule 13 relating to pegging interest 
to provide that if the protected best bid or offer (``PBBO'') is not 
within the range of the pegging interest, the pegging interest would 
peg to the ``next best-priced available displayable interest,'' rather 
than the ``next best-priced available interest.'' This amendment would 
therefore exclude non-displayed interest from consideration as part of 
the ``next best-priced available interest'' under the rule.
Background
    Under current Rule 13, pegging interest pegs to prices based on (i) 
a PBBO, which may be available on the Exchange or an away market, or 
(ii)

[[Page 16717]]

interest that establishes a price on the Exchange.\4\ In addition, 
pegging interest will peg only within a price range specified by the 
floor broker submitting the order. Thus, if the PBBO is not within the 
specified price range of the pegging interest, the pegging interest 
will instead peg to the next available best-priced interest that is 
within the specified price range.\5\ For example, if pegging interest 
to buy 100 shares has a specified price range up to $10.00, but the 
best protected bid (``PBB'') of 100 shares is $10.01, then such pegging 
interest could not peg to the $10.01 PBB because it is not within the 
specified price range of the pegging interest. The pegging interest 
would instead peg to the next available best-priced interest within the 
specified price range of up to $10.00.\6\
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    \4\ See paragraph (a)(3) to Rule 13 governing pegging interest.
    \5\ See paragraph (a)(4) to Rule 13 governing pegging interest.
    \6\ See paragraph (a)(4)(A) to Rule 13 governing pegging 
interest. Similarly, if pegging interest would peg to a price that 
would lock or cross the Exchange best offer or bid, the pegging 
interest would instead peg to the next available best-priced 
interest that would not lock or cross the Exchange best bid or 
offer. See paragraph (c)(1) to Rule 13 governing pegging interest.
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    The ``next available best-priced interest'' concept in the current 
rule was originally expressed in a different fashion (when pegging was 
based on the Exchange's BBO, rather than the PBBO), but the basic 
functionality has always been the same. Specifically, when the pegging 
interest was introduced in 2006, if the Exchange BBO was higher (lower) 
than the price limit on the pegging interest to buy (sell), the pegging 
interest would peg to the highest (lowest) price at which there was 
other interest within the pegging price range.\7\ In 2008, the Exchange 
introduced Non-Displayed Reserve Orders, without changing the 
underlying functionality of pegging interest to exclude the prices of 
such orders from the evaluation of what constitutes the highest 
(lowest) price at which there is other interest available within the 
range of the pegging interest.\8\ In 2011, the Exchange amended the 
rule governing pegging interest to make a non-substantive change to the 
rule text to use the term ``next available best-priced non-pegging 
interest'' to describe the highest (lowest) priced interest in the 
Exchange Book or a protected bid or offer on an away market to which 
pegging interest to buy (sell) could peg.\9\ Accordingly, the next 
available best-priced interest for pegging interest to buy (sell) is 
the next highest (lowest)-priced buy (sell) interest within Exchange 
systems or an away market protected quote that is available for an 
execution at any given time. That interest could be same-side non-
marketable displayable interest or same-side non-marketable non-
displayable interest.
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    \7\ See Securities Exchange Act Release No. 54577 (Oct. 5, 
2006), 71 FR 60208, 60210-11 (Oct. 12, 2006) (SR-NYSE-2006-36) 
(``Pegging Approval Order'') (order approving, among other things, 
introduction of pegging functionality for Floor brokers, including 
``if the Exchange best bid is higher than the ceiling price of a 
pegging buy-side e-Quote or d-Quote, the e-Quote or d-Quote would 
remain at its quote price or the highest price at which there is 
other interest within its pegging price range, whichever is higher 
(consistent with the limit price of the order underlying the e-Quote 
or d-Quote). Similarly, if the Exchange best offer is lower than the 
floor price of a pegging sell-side e-Quote or d-Quote, the e-Quote 
or d-Quote would remain at its quote price or the lowest price at 
which there is other interest within its pegging price range, 
whichever is lower (consistent with the limit price of the order 
underlying the e-Quote or d-Quote).'' (emphasis added)).
    \8\ See Securities Exchange Act Release No. 58845 (Oct. 24, 
2008), 73 FR 64379 (Oct. 29, 2008) (SR-NYSE-2008-46) (introducing 
Non-Display Reserve Orders).
    \9\ See Securities Exchange Act Release No. 66031 (Dec. 22, 
2011), 76 FR 82024 (Dec. 29, 2011) (SR-NYSE-2011-62) (``Because the 
next available best-priced non-pegging interest may be on an away 
market, the Exchange further proposes to amend paragraph (vii) to 
Supplementary Material .26 to specify that the non-pegging interest 
against which pegging interest pegs may either be available on the 
Exchange or may be a protected bid or offer on an away market.'') 
(``2011 Pegging Filing''); see also Securities Exchange Act Release 
No. 68302 (Nov. 27, 2012), 77 FR 71658, 71662 (Dec. 3, 2012) (SR-
NYSE-2012-65) (amending Exchange rule governing pegging to, among 
other things, consolidate rule text from separate parts of the then-
existing rule in a streamlined format, including use of the term 
``next available best-priced interest'') (``2012 Pegging Filing'').
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    Taking the above example, assume that the next price points on the 
Exchange's book priced below the $10.01 PBB are a Non-Display Reserve 
Order to buy 100 for $9.99 and a Limit Order to buy 100 for $9.98. 
Because the Non-Display Reserve Order is the next available best-priced 
interest within the specified price range, the pegging interest would 
peg to the $9.99 price of the Non-Display Reserve Order.
Proposed Rule Change
    The Exchange proposes to revise its rule to limit the type of 
interest to which pegging interest would peg if the PBBO is not within 
the specified price range of the pegging interest. As proposed, if the 
PBBO is not within the specified price range, the pegging interest 
would only peg to the next available best-priced displayable interest. 
The term ``displayable'' is defined in Rule 72(a)(i) as that portion of 
interest that could be published as, or as part of, the Exchange BBO 
and includes non-marketable odd-lot and round-lot orders.
    Using the above example, under the proposed change, the pegging 
interest to buy would instead peg to the Limit Order to buy for $9.98, 
and not the higher-priced Non-Display Reserve Order to buy for $9.99.
    The Exchange also proposes to make a conforming change to paragraph 
(c)(1) of Rule 13 to provide that if pegging interest would peg to a 
price that is locking or crossing the Exchange best bid or offer, the 
pegging interest would instead peg to the next available best-priced 
displayable interest that would not lock or cross the Exchange best bid 
or offer.
    Currently, under any circumstance when pegging interest cannot peg 
to the PBBO, whether because of a price restriction or if the PBBO does 
not meet a minimum size designation, pegging interest pegs instead to 
the next available best-priced interest. For example, pursuant to 
paragraph (c)(5) of Rule 13 governing pegging interest, the Exchange 
offers an optional feature whereby pegging interest may be designated 
with a minimum size of same-side volume to which such pegging interest 
would peg. If the PBBO does not meet the optional minimum size 
designation, the pegging interest pegs to the next available best-
priced interest, without regard to size.\10\ Accordingly, the Exchange 
also proposes to make a related change to current paragraph (c)(5) 
(which is being renumbered as paragraph (b)(4)) to
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    \10\ When the Exchange adopted this feature in 2006, the 
Exchange only considered the Exchange BBO for purposes of 
determining whether the size condition was met, and specifically 
excluded pegging interest that was pegging to the Exchange BBO. See 
Pegging Approval Order, supra, n. 7 at 60211. The Exchange now 
evaluates the minimum size requirement based on the PBBO instead of 
the Exchange BBO. See 2012 Pegging Filing, supra, n. 9 at 71663.
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    <bullet> specify that, if the PBBO does not meet a minimum size 
requirement specified by the pegging interest, the pegging interest 
pegs to the next available best-priced interest, without regard to 
size, and
    <bullet> modify current functionality so that only displayable 
interest may be pegged [sic] in such circumstances.\11\
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    \11\ The Exchange also proposes to delete the clause ``which may 
not be the PBB or PBO'' in current paragraph (c)(5), which is rule 
text that related to when primary pegging interest had an optional 
offset feature, in which case the minimum quantity would not have 
been evaluated against the PBBO because primary pegging interest 
with an offset would not have pegged to the PBBO. The Exchange did 
not implement the offset functionality and previously filed a rule 
change to delete the rule text relating to the optional offset. See 
Securities Exchange Act Release No. 71897 (April 8, 2014), 79 FR 
20953 (April 14, 2014) (SR-NYSE-2014-16) (amending rules governing 
pegging interest to conform to functionality that is available at 
the Exchange).

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[[Page 16718]]

    The Exchange also proposes non-substantive amendments to delete 
references to ``reserved'' paragraphs of the rule and renumber the rule 
accordingly.
    Because of the technology changes associated with this proposed 
rule change, the Exchange will announce by Trader Update when this 
change will be implemented, which will be within 30 days of the 
effective date of this filing.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\12\ in general, and furthers the objectives of Section 
6(b)(5),\13\ in particular, because it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, 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. Specifically, the proposed change is 
intended to respond to the concern raised by the Commission \14\ that 
the current rule permitting pegging to prices of non-displayable same-
side non-marketable interest could potentially allow the user of the 
pegging interest to ascertain the presence of hidden liquidity at those 
price levels. Eliminating that functionality to respond to the 
Commission concern (along with conforming changes in the relevant rule) 
is, therefore, consistent with the Act. Similarly, the Exchange 
believes that specifying in its rules how the Exchange treats pegging 
interest that cannot peg to the PBBO, whether because of a price or 
size restriction, would remove impediments to and perfect the mechanism 
of a free and open market because it would provide transparency 
regarding the Exchange's pegging functionality.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
    \14\ See Securities Exchange Act Release No. 74298 (Feb. 18, 
2015), 80 FR 9770, 9772-73 (Feb. 24, 2015) (SR-NYSEMKT-2014-95) 
(Order instituting proceedings to determine whether to approve or 
disapprove a proposed rule change to NYSE MKT, LLC Rule 13--
Equities, which is based on NYSE Rule 13).
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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 change is not 
intended to address any competitive issues but rather to specify and 
amend the functionality associated with pegging interest to respond to 
concerns raised regarding current functionality.

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 \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
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 prior to 
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 and Rule 19b-
4(f)(6)(iii) thereunder.\17\
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    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 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.
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    A proposed rule change filed under Rule 19b-4(f)(6) \18\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\19\ 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 Exchange asserts that 
such a waiver is consistent with the protection of investors and the 
public interest because it would permit the Exchange to implement the 
proposed change as soon as the technology supporting the change is 
available, because it would respond to the Commission concerns that the 
current rule could potentially allow the user of pegging interest to 
ascertain the presence of hidden liquidity, and because it would 
provide transparency regarding the pegging functionality. The 
Commission believes that waiver of the operative delay is consistent 
with the protection of investors and the public interest. Accordingly, 
the Commission hereby waives the 30-day operative delay and designates 
the proposal operative upon filing.\20\
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    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6)(iii).
    \20\ For 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).
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    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.\21\
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    \21\ 15 U.S.C. 78s(b)(3)(C).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e391968f86ce808c8e8e868d9790a3908680cd848c95"><span class="__cf_email__" data-cfemail="89fbfce5eca4eae6e4e4ece7fdfac9faeceaa7eee6ff">[email protected]</span></a>. Please include 
File Number SR-NYSE-2015-12 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2015-12. 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 Web site (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

[[Page 16719]]

public in accordance with the provisions of 5 U.S.C. 552, will be 
available for Web site 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 will also be available for inspection and copying at the 
NYSE's principal office and on its Internet Web site at www.nyse.com. 
All comments received will be posted without change; the Commission 
does not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly. All submissions should refer to File Number SR-NYSE-2015-12 
and should be submitted on or before April 20, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(59).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-07134 Filed 3-27-15; 8:45 am]
 BILLING CODE 8011-01-P


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