[Federal Register Volume 80, Number 58 (Thursday, March 26, 2015)]
[Notices]
[Pages 16050-16072]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-06891]



[[Page 16050]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74558; File No. SR-NASDAQ-2015-024]


Self-Regulatory Organizations; The NASDAQ Stock Market, LLC; 
Notice of Proposed Rule Change To Amend and Restate Certain Nasdaq 
Rules That Govern the Nasdaq Market Center

March 20, 2015.
    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 March 16, 2015, The NASDAQ Stock Market LLC (``NASDAQ'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by NASDAQ. 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 the 
Substance of the Proposed Rule Change

    Nasdaq proposes to amend and restate certain Nasdaq rules that 
govern the Nasdaq Market Center in order to provide a clearer and more 
detailed description of certain aspects of its functionality. The text 
of the proposed rule change is available at nasdaq.cchwallstreet.com, 
at NASDAQ's principal office, 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, NASDAQ 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. NASDAQ 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
    Nasdaq proposes to amend and restate certain Nasdaq rules that 
govern the Nasdaq Market Center in order to provide a clearer and more 
detailed description of certain aspects of its functionality. The 
proposed rule change is responsive to the request of Commission Chair 
White that each self-regulatory organization (``SRO'') conduct a 
comprehensive review of each order type offered to members, and how it 
operates in practice.\3\ Nasdaq believes that its current rules and 
other public disclosures provide a comprehensive description of the 
operation of the Nasdaq Market Center, so that members and the 
investing public have an accurate understanding of its market 
structure. Nevertheless, Nasdaq has concluded that a restatement of 
certain rules will further enhance their clarity. In particular, Nasdaq 
believes that providing additional examples of order type operation in 
the rule text will promote greater understanding of Nasdaq's market 
structure. In addition, Nasdaq notes that certain functionality added 
to its market in past years has been described as an ``order type'' but 
would be more precisely described as an attribute that may be added to 
a particular order. Accordingly, the restated rules will distinguish 
between ``Order Types'' and ``Order Attributes,'' while providing a 
full description of the Order Attributes that may be attached to 
particular Order Types. Except where specifically stated otherwise, all 
proposed rules are restatements of existing rules and therefore do not 
reflect substantive changes in the rule text or in the operation of the 
Nasdaq Market Center.
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    \3\ See Mary Jo White, Chair, Commission, Speech at the Sandler 
O'Neill & Partners, L.P. Global Exchange and Brokerage Conference 
(June 5, 2014), available at http://www.sec.gov/News/Speech/Detail/Speech/1370542004312.
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General Framework for Rule Restatement
    At present, most of the rules governing Nasdaq Order Types and 
Order Attributes are found in Rule 4751 (Definitions). Nasdaq is 
proposing to restate Rule 4751 as Rule 4701, which is currently not in 
use, with certain amended definitions being adopted therein. Nasdaq is 
also proposing to remove definitions pertaining to Order Types and 
Order Attributes and adopt them as separate new Rules 4702 (Order 
Types) and 4703 (Order Attributes). While Nasdaq is also proposing 
certain conforming changes to other rules, in subsequent proposed rule 
changes Nasdaq plans to restate the remainder of the rules numbered 
4752 through 4780 so that they appear sequentially following Rule 4703.
Definitions
    New Rule 4701 will adopt revised definitions applicable to the Rule 
4000 Series of the Nasdaq rules: \4\
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    \4\ Other definitions in current Rule 4751 are being superseded 
by descriptions of Order Types and Order Attributes in Rules 4702 
and 4703, or are being eliminated because they are no longer used. 
The definition of ``Directed Order,'' which described a routing 
strategy rather than an Order Type, is being moved to Rule 4758 
(Order Routing). In addition, Rule 4755 (Order Entry Parameters) is 
being deleted because the material contained therein is superseded 
by proposed Rules 4702 and 4703.
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    <bullet> The terms ``Best Bid'', ``Best Offer'', ``National Best 
Bid and National Best Offer'', ``Protected Bid'', ``Protected Offer'', 
``Protected Quotation'', and ``Intermarket Sweep Order'' shall have the 
meanings assigned to them under Rule 600 under SEC Regulation NMS; \5\ 
provided, however, that the terms ``Best Bid'', ``Best Offer'', 
``Protected Bid'', ``Protected Offer'', and ``Protected Quotation'' 
shall, unless otherwise stated, refer to the bid, offer, or quotation 
of a market center other than Nasdaq. The term ``NBBO'' shall mean the 
``National Best Bid and National Best Offer''.
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    \5\ 17 CFR 242.600.
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    <bullet> The term ``Nasdaq Market Center,'' or ``System'', which 
defines the components of the securities execution and trade reporting 
system owned and operated by The NASDAQ Stock Market LLC, is being 
modified to state that the System includes a montage for ``Quotes'' and 
``Orders'', referred to as the ``Nasdaq Book'', that collects and ranks 
all Quotes and Orders submitted by ``Participants''.\6\ The definition 
is further being modified to make it clear that data feeds made 
available with respect to the Nasdaq Market Center disseminate depth-
of-book data regarding Quotes and ``Displayed'' Orders \7\ and also 
such additional information about Quotes, Orders, and transactions 
within the Nasdaq Market Center as shall be reflected in the Nasdaq 
Rules.
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    \6\ The modified definitions of ``Quotes'' and ``Orders'' are 
described below. The term ``Participant'', which is being amended 
only to add a clarifying reference to Regulation NMS, means an 
entity that fulfills the obligations contained in Rule 4611 
regarding participation in the System, and includes Nasdaq ECNs, 
Nasdaq Market Makers, and Order Entry Firms.
    \7\ As provided in proposed Rule 4703, a Displayed Order is an 
Order with a Display Order Attribute that allows its price and size 
to be disseminated to Participants.
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    <bullet> The term ``Quote'' is being modified to make it clear that 
a Quote is an Order with Attribution (as defined in Rule 4703) entered 
by a Market Maker or Nasdaq ECN for display (price and size) next to 
the Participant's MPID in the

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Nasdaq Book. Accordingly, all Quotes are also Orders.
    <bullet> The definition of the term ``Order'' is being amended to 
mean an instruction to trade a specified number of shares in a 
specified System Security \8\ submitted to the Nasdaq Market Center by 
a Participant. An ``Order Type'' is a standardized set of instructions 
associated with an Order that define how it will behave with respect to 
pricing, execution, and/or posting to the Nasdaq Book when submitted to 
Nasdaq. An ``Order Attribute'' is a further set of variable 
instructions that may be associated with an Order to further define how 
it will behave with respect to pricing, execution, and/or posting to 
the Nasdaq Book when submitted to Nasdaq. The available Order Types and 
Order Attributes, and the Order Attributes that may be associated with 
particular Order Types, are described in Rules 4702 and 4703.
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    \8\ The definition of a ``System Security,'' which is not being 
modified, includes ``(1) all securities listed on Nasdaq and (2) all 
securities subject to the Consolidated Tape Association Plan and the 
Consolidated Quotation Plan except securities specifically excluded 
from trading via a list of excluded securities posted on 
www.nasdaqtrader.com.''
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    <bullet> The term ``ET'' means Eastern Standard Time or Eastern 
Daylight Time, as applicable.
    <bullet> The term ``Market Hours'' is being defined to mean the 
period of time beginning at 9:30 a.m. ET and ending at 4:00 p.m. ET (or 
such earlier time as may be designated by Nasdaq on a day when Nasdaq 
closes early). The term ``System Hours'' means the period of time 
beginning at 4:00 a.m. ET and ending at 8:00 p.m. ET (or such earlier 
time as may be designated by Nasdaq on a day when Nasdaq closes early). 
The term ``Pre-Market Hours'' means the period of time beginning at 
4:00 a.m. ET and ending immediately prior to the commencement of Market 
Hours. The term ``Post-Market Hours'' means the period of time 
beginning immediately after the end of Market Hours and ending at 8:00 
p.m. ET.\9\
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    \9\ The proposed definition further notes that in certain 
contexts, times cited in the Nasdaq Rules may be approximate. For 
example, for a System Security in which the Nasdaq Opening Cross 
occurs, the first transactions executed during Market Hours will 
occur in the Nasdaq Opening Cross. However, because Nasdaq Opening 
Crosses for different System Securities occur sequentially rather 
than simultaneously, the first Market Hours transactions in a 
particular System Security are likely to occur during a brief period 
following 9:30 a.m. ET, not precisely at 9:30 a.m. ET.
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    <bullet> The term ``marketable'' with respect to an Order to buy 
(sell) means that, at the time it is entered into the System, the Order 
is priced at the current Best Offer or higher (at the current Best Bid 
or lower).
    <bullet> The term ``market participant identifier'' or ``MPID'' 
means a unique four-letter mnemonic assigned to each Participant in the 
Nasdaq Market Center. A Participant may have one or more than one MPID.
    <bullet> The term ``minimum price increment'' means $0.01 in the 
case of a System Security priced at $1 or more per share, and $0.0001 
in the case of a System Security priced at less than $1 per share.
    <bullet> The definition of the term ``System Book Feed'', which 
means a data feed for System Securities, is being amended to clarify 
that it is the data feed generally known as the TotalView ITCH feed.
Order Types
    Proposed Rule 4702 provides that Participants may express their 
trading interest in the Nasdaq Market Center by entering Orders. The 
Nasdaq Market Center offers a range of Order Types that behave in the 
manner specified for each particular Order Type. Each Order Type may be 
assigned certain Order Attributes that further define its behavior. All 
Order Types and Order Attributes operate in a manner that is reasonably 
designed to comply with the requirements of Rules 610 and 611 under 
Regulation NMS. Specifically, Orders are reasonably designed to prevent 
trade-throughs of Protected Quotations to the extent required by Rule 
611 under Regulation NMS, and to prevent the display of quotations that 
lock or cross Protected Quotations to the extent required by Rule 610 
under Regulation NMS.\10\ Each Order must designate whether it is to 
effect a buy, a long sale, a short sale, or an exempt short sale.
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    \10\ It should be noted that Nasdaq Rule 4613(e), Nasdaq's rule 
with respect to locked and crossed markets, as adopted pursuant to 
Rule 610(d) under Regulation NMS and approved by the Commission, 
applies only during Market Hours (approved in Securities Exchange 
Act Release No. 54155 (July 14, 2006), 71 FR 41291 (July 20, 2006) 
(SR-NASDAQ-2006-001)). Note also that Rule 600 under Regulation NMS 
defines a ``trade-through'' as ``the purchase or sale of an NMS 
stock during regular trading hours, either as principal or agent, at 
a price that is lower than a protected bid or higher than a 
protected offer.'' ``Regular trading hours'' are defined, in 
pertinent part, as ``the time between 9:30 a.m. and 4:00 p.m. 
Eastern Time.'' 17 CFR 242.600.
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    Proposed Rule 4702 further provides that Nasdaq maintains several 
communications protocols for Participants to use in entering Orders and 
sending other messages to the Nasdaq Market Center:
    <bullet> OUCH is a Nasdaq proprietary protocol;
    <bullet> RASH is a Nasdaq proprietary protocol;
    <bullet> QIX is a Nasdaq proprietary protocol;
    <bullet> FLITE is a Nasdaq proprietary protocol;
    <bullet> FIX is a non-proprietary protocol.
Except Where Otherwise Stated, All Protocols Are Available for All 
Order Types and Order Attributes
    Upon entry, an Order is processed to determine whether it may 
execute against any contra-side Orders on the Nasdaq Book in accordance 
with the parameters applicable to the Order Type and Order Attributes 
selected by the Participant and in accordance with the priority for 
Orders on the Nasdaq Book provided in Rule 4757.\11\ Thus, for example, 
a ``Price to Comply Order'' would be evaluated for potential execution 
in accordance with different criteria than a ``Post-Only Order.'' \12\ 
In addition, the Order may have its price adjusted in accordance with 
applicable parameters and may be routed to other market centers for 
potential execution if designated as ``Routable.'' \13\ The Order may 
then be posted to the Nasdaq Book if consistent with the parameters of 
the Order Type and Order Attributes selected by the Participant. For 
example, an Order with a ``Time-in-Force'' of ``Immediate or Cancel'' 
would not be posted.\14\
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    \11\ Under Rule 4757, the order in which Orders on the Nasdaq 
Book are presented for execution against incoming Orders is 
determined first by price (with better priced Orders presented 
first). As among equally priced Orders, priority is determined by 
Display characteristics and timestamps. Thus, Displayed Orders at a 
given price are processed first based on their timestamps, with 
earlier Orders processed first. Next, Orders with a Non-Display 
Attribute (including the Non-Displayed portion of an Order with 
Reserve Size) are processed based on their respective timestamps. 
Finally, an incoming Order may be presented for potential execution 
against Supplemental Order (as described in Rule 4757 and proposed 
Rule 4702(a)(6)). Nasdaq is amending Rule 4757 to remove an obsolete 
reference to Discretionary Orders. As provided in current Rule 
4751(f)(1) and proposed Rule 4703(g), Orders with Discretion 
Attribute rest on the Nasdaq Book at a single price and generate an 
Order with a Time-in-Force of Immediate or Cancel under certain 
circumstances. Thus, an Order with a Discretion Attribute would not 
execute against an incoming Order with a price within its 
discretionary range. Nasdaq is amending Rule 4757 to remove this 
reference and to make wording changes to improve the clarity of the 
rule.
    \12\ These Order Types are described below and in proposed Rule 
4702.
    \13\ The Routing Order Attribute is described below, in proposed 
Rule 4703, and in current Rule 4758.
    \14\ Available Times-in-Force are described below and in 
proposed Rule 4703.
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    Thereafter, as detailed in proposed Rules 4702 and 4703, and 
current Rule 4758 (Order Routing), there are numerous circumstances in 
which the

[[Page 16052]]

Order on the Nasdaq Book may be modified and receive a new timestamp. 
The sole instances in which the modification of an Order on the Nasdaq 
Book will not result in a new timestamp are: (i) A decrease in the size 
of the Order due to execution or modification by the Participant or by 
the System, and (ii) a redesignation of a sell Order as a long sale, a 
short sale, or an exempt short sale.\15\ Whenever an Order receives a 
new timestamp for any reason, it is processed by the System as a new 
Order with respect to potential execution against Orders on the Nasdaq 
Book, price adjustment, routing, reposting to the Nasdaq Book, and 
subsequent execution against incoming Orders, except where otherwise 
stated. Thus, for example, if an Order with a ``Pegging'' Order 
Attribute had its price changed due to a change in the NBBO,\16\ it 
would be processed by the System as a new Order with respect to 
potential execution, price adjustment, routing, reposting to the Nasdaq 
Book, and subsequent execution against incoming Orders. An exception to 
the general rule is noted in Rule 4703(h) with respect to Orders with 
``Reserve Size'' \17\ that have a Routing Order Attribute; such Orders 
are not routed if reentered due to a replenishment of the Order's 
Displayed Size.
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    \15\ Accordingly, there are no circumstances in which an Order 
that was previously entered but not displayed on the Nasdaq Book 
would be displayed without also receiving a new timestamp, and thus 
no possibility for a Participant to ``jump the queue'' with respect 
to other Orders.
     Nasdaq is amending Rule 4756 to make it clear that the 
redesignation of a sell Order as a long sale, short sale, or exempt 
short sale can be done only with respect to Orders entered through 
OUCH or FLITE; Orders entered through RASH, QIX, or FIX would have 
to be cancelled and reentered to change their designation. 
Similarly, Rule 4756 is being amended to clarify that modification 
of an Order by the Participant to decrease its size is not possible 
with respect to an MOO Order, an LOO Order, an OIO Order, an MOC 
Order, an LOC Order, an IO Order, or a Pegged Order (including a 
Discretionary Order that is Pegged). Such an Order would have to be 
cancelled and reentered by the Participant to reduce its size.
    \16\ The Pegging Order Attribute adjusts the price of the Order 
based on changes in the NBBO and is described below and in proposed 
Rule 4703.
    \17\ The Reserve Size Order Attribute is described below and in 
Rule 4703.
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    In addition, the proposed rule notes that all Orders are also 
subject to cancellation and/or repricing and reentry onto the Nasdaq 
Book in the circumstances described in Rule 4120(a)(12) (providing for 
compliance with Plan to Address Extraordinary Market Volatility) and 
Rule 4763 (providing for compliance with Regulation SHO). In all 
circumstances where an Order is repriced pursuant to those provisions, 
it is processed by the System as a new Order with respect to potential 
execution against Orders on the Nasdaq Book, price adjustment, routing, 
reposting to the Nasdaq Book, and subsequent execution against incoming 
Orders. If multiple Orders at a given price are repriced, the Order in 
which they are reentered is random, based on the respective processing 
time for each such Order; \18\ provided, however, that in the case of 
Price to Comply Orders and Post-Only Orders that have their prices 
adjusted upon entry because they lock a Protected Quotation but that 
are subsequently displayed at their original entered limit price as 
provided in Rules 4702(b)(1)(B) and (4)(B),\19\ they are processed in 
accordance with the time priority under which they were previously 
ranked on the Nasdaq Book. If an Order is repriced and/or reentered 
10,000 times for any reason, the Order will be cancelled. This 
restriction is designed to conserve System resources by limiting the 
persistence of Orders that update repeatedly without any reasonable 
prospect of execution.
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    \18\ This is the case because when Orders are repriced, multiple 
instructions to reprice are sent simultaneously through multiple 
System gateways in order to modify the Orders as quickly as possible 
and thereby minimize the possibility that they will be disadvantaged 
vis-[agrave]-vis newly entered Orders.
    \19\ Governing handling of Price to Comply and Post-Only Orders 
when formerly unavailable price levels become available.
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    Proposed Rule 4702 further describes the behavior of each Order 
Type. Except where otherwise stated, each Order Type is available to 
all Participants, although certain Order Types and Order Attributes may 
require the use of a specific protocol. As a result, a Participant 
would be required to use that protocol in order to use Order Types and 
Order Attributes available through it. Moreover, a small number of 
Order Types and Order Attributes are available only to registered 
Market Makers in the security for which they are registered.
Price To Comply Order
    The Price to Comply Order is an Order Type designed to comply with 
Rule 610(d) under Regulation NMS by having its price and display 
characteristics adjusted to avoid the display of quotations that lock 
or cross any Protected Quotation in a System Security during Market 
Hours. The Price to Comply Order is also designed to provide potential 
price improvement. The Nasdaq Market Center does not have a ``plain 
vanilla'' limit order that attempts to execute at its limit price and 
is then posted at its price or rejected if it cannot be posted; rather, 
the Price to Comply Order, with its price and display adjustment 
features, is one of the primary Order Types used by Participants to 
access and display liquidity in the Nasdaq Market Center. The price and 
display adjustment features of the Order Type enhance efficiency and 
investor protection by offering an Order Type that first attempts to 
access available liquidity and then to post the remainder of the Order 
at prices that are designed to maximize their opportunities for 
execution.
    When a Price to Comply Order is entered, the Price to Comply Order 
will be executed against previously posted Orders on the Nasdaq Book 
that are priced equal to or better than the price of the Price to 
Comply Order, up to the full amount of such previously posted Orders, 
unless such executions would trade through a Protected Quotation. Any 
portion of the Order that cannot be executed in this manner will be 
posted on the Nasdaq Book (and/or routed if it has been designated as 
Routable).\20\
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    \20\ See Rules 4703(f) and 4758.
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    During Market Hours, the price at which a Price to Comply Order is 
posted is determined in the following manner. If the entered limit 
price of the Price to Comply Order would lock or cross a Protected 
Quotation and the Price to Comply Order could not execute against an 
Order on the Nasdaq Book at a price equal to or better than the price 
of the Protected Quotation, the Price to Comply Order will be displayed 
on the Nasdaq Book at a price one minimum price increment lower than 
the current Best Offer (for a Price to Comply Order to buy) or higher 
than the current Best Bid (for a Price to Comply Order to sell) but 
will also be ranked on the Nasdaq Book with a non-displayed price equal 
to the current Best Offer (for a Price to Comply Order to buy) or to 
the current Best Bid (for a Price to Comply Order to sell). The posted 
Order will then be available for execution at its non-displayed price, 
thus providing opportunities for price improvement to incoming Orders.
    For example, if a Price to Comply Order to buy at $11 would lock a 
Protected Offer of $11, the Price to Comply Order will be ranked at a 
non-displayed price of $11 but will be displayed at $10.99. An incoming 
Order to sell at a price of $11 or lower would execute against the 
Price to Comply Order at $11.\21\
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    \21\ Unless the incoming Order was an Order Type that was not 
immediately executable, in which case the incoming Order would 
behave in the manner specified for that Order Type. For example, as 
discussed below, a Post-Only Order to sell priced at $11 would be 
repriced and posted at $11.01.

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    During Pre-Market Hours and Post-Market Hours, a Price to Comply 
Order will be ranked and displayed at its entered limit price without 
adjustment. This is the case because Nasdaq's rule with respect to 
locked and crossed markets, as adopted pursuant to Rule 610(d) under 
Regulation NMS and approved by the Commission, applies only during 
Market Hours.\22\
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    \22\ See supra n. 10.
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    Depending on the protocol used to enter a Price to Comply Order, 
Participants have different options with respect to adjustment of the 
Price to Comply Order following its initial entry and posting to the 
Nasdaq Book. Specifically, if a Price to Comply Order is entered 
through RASH, QIX, or FIX, during Market Hours the price of the Price 
to Comply Order will be adjusted in the following manner after initial 
entry and posting to the Nasdaq Book (unless the Order is assigned a 
Routing Order Attribute that would cause it to be routed to another 
market center rather than remaining on the Nasdaq Book):
    <bullet> If the entered limit price of the Price to Comply Order 
locked or crossed a Protected Quotation and the NBBO changes, the 
displayed and non-displayed price of the Price to Comply Order will be 
adjusted repeatedly in accordance with changes to the NBBO; provided, 
however, that if the quotation of another market center moves in a 
manner that would lock or cross the displayed price of a Price to 
Comply Order, the prices of the Price to Comply Order will not be 
adjusted. For example, if a Price to Comply Order to buy at $11.02 
would cross a Protected Offer of $11, the Order will be ranked at its 
non-displayed price of $11 but will be displayed at $10.99. If the Best 
Offer then moves to $11.01, the displayed price will be changed to $11 
and the Order will be ranked at a non-displayed price of $11.01. 
However, if another market center then displays an offer of $11 
(thereby locking the previously displayed price of the Price to Comply 
Order, notwithstanding Rule 610(d) under Regulation NMS), the price of 
the Price to Comply Order will not be changed.\23\ The Order may be 
repriced repeatedly until such time as the Price to Comply Order is 
able to be ranked and displayed at its original entered limit price 
($11.02 in the example). The Price to Comply Order receives a new 
timestamp each time its price is changed.
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    \23\ This means that, in general, the price of the Price to 
Comply Order will move toward, but not away from, its original 
entered limit price. Because a Price to Comply Order is removed from 
the Nasdaq Book while it is being repriced, however, it is possible 
that the Order's price will move away from its original entered 
limit price in the case of a ``race condition'' where the NBBO 
changes again while the Order is not on the Nasdaq Book.
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    <bullet> If the original entered limit price of the Price to Comply 
Order would no longer lock or cross a Protected Quotation, the Price to 
Comply Order will be ranked and displayed at that price and will 
receive a new timestamp, and will not thereafter be adjusted under this 
provision.\24\
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    \24\ Thus, the price of the Order will not move beyond its limit 
price.
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    If a Price to Comply Order is entered through OUCH or FLITE, during 
Market Hours the price of the Price to Comply Order may be adjusted in 
the following manner after initial entry and posting to the Nasdaq 
Book:
    <bullet> If the entered limit price of the Price to Comply Order 
crossed a Protected Quotation and the NBBO changes so that the Price to 
Comply Order could be displayed at a price at or closer to its entered 
limit price without locking or crossing a Protected Quotation, the 
Price to Comply Order may either remain on the Nasdaq Book unchanged or 
may be cancelled back to the Participant, depending on its choice. For 
example, if a Price to Comply Order to buy at $11.02 would cross a 
Protected Offer of $11, the Order will be ranked at a non-displayed 
price of $11 but will be displayed at $10.99. If the Best Offer changes 
to $11.01, the Order will not be repriced, but rather will either 
remain with a displayed price of $10.99 but ranked at a non-displayed 
price of $11 or be cancelled back to the Participant, depending on its 
choice. A Participant's choice with regard to maintaining the Price to 
Comply Order or cancelling it is set in advance for each port through 
which the Participant enters Orders.
    <bullet> If the entered limit price of the Price to Comply Order 
locked a Protected Quotation, the price of the Price to Comply Order 
will be adjusted after initial entry only as follows. If the entered 
limit price would no longer lock a Protected Quotation, the Price to 
Comply Order may either remain on the Nasdaq Book unchanged, may be 
cancelled back to the Participant, or may be ranked and displayed at 
its original entered limit price, depending on the Participant's 
choice. For example, if a Price to Comply Order to buy at $11 would 
lock a Protected Offer of $11, the Price to Comply Order will be ranked 
at a non-displayed price of $11 but will be displayed at $10.99. If the 
Best Offer changes to $11.01, the Price to Comply Order may either 
remain with a displayed price of $10.99 but ranked at a non-displayed 
price of $11, be cancelled back to the Participant, or be ranked and 
displayed at $11, depending on the Participant's choice. A 
Participant's choice with regard to maintaining the Price to Comply 
Order, cancelling it, or allowing it to be displayed is set in advance 
for each port through which the Participant enters Orders. If the Price 
to Comply Order is ranked and displayed at its original entered limit 
price, it will receive a new timestamp, and will not thereafter be 
adjusted under this provision.\25\
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    \25\ Thus, the price of the Order will not move beyond it limit 
price.
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    With regard to the foregoing options, it is important to emphasize 
that the Price to Comply Order receives a new timestamp whenever its 
price is changed, and also receives a new timestamp if the Price to 
Comply Order would no longer lock a Protected Quotation and is 
therefore displayed at its original entered limit price. Thus, there 
are no circumstances under which a Price to Comply Order that 
originally locked or crossed a Protected Quotation would ``jump the 
queue'' and be displayed at its original entered limit price while 
retaining its original time priority. In fact, as discussed throughout 
this filing, Nasdaq does not offer any functionality that enables a 
Participant to ``jump the queue'' by displaying a previously entered 
non-displayed Orders without also receiving a new timestamp.\26\
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    \26\ As a result, it is possible that a new Order that is 
entered while previously booked Orders are being repriced may be 
placed on the Nasdaq Book ahead of them.
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    The following Order Attributes may be assigned to a Price to Comply 
Order. The effect of each Order Attribute is discussed in detail below 
with respect to proposed new Rule 4703.
    <bullet> Price. As described above, the price of the Order may be 
adjusted to avoid locking or crossing a Protected Quotation, and may 
include a displayed price as well as a non-displayed price.
    <bullet> Size.
    <bullet> Reserve Size (available through RASH, FIX and QIX only).
    <bullet> A Time-in-Force other than ``Immediate or Cancel'' 
(``IOC'').\27\
---------------------------------------------------------------------------

    \27\ As discussed below, IOC is a Time-in-Force under which an 
Order is evaluated to determine if it is marketable, with unexecuted 
shares cancelled. A Price to Comply Order entered with a Time-in-
Force of IOC would be accepted but would be processed as a Non-
Displayed Order with a Time-in-Force of IOC.
---------------------------------------------------------------------------

    <bullet> Designation as an ``ISO''. In accordance with Regulation 
NMS, a Price to Comply Order designated as an ISO would be processed at 
its entered limit price, since such a designation reflects a 
representation by the Participant that it has simultaneously

[[Page 16054]]

routed one or more additional limit orders, as necessary, to execute 
against the full displayed size of any Protected Quotations that the 
Price to Comply Order would lock or cross.
    <bullet> Routing (available through RASH, FIX and QIX only).
    <bullet> ``Primary Pegging'' and ``Market Pegging'' (available 
through RASH, FIX, and QIX only).
    <bullet> ``Discretion'' (available through RASH, FIX and QIX only).
    <bullet> Participation in the Nasdaq Opening Cross and/or the 
Nasdaq Closing Cross.\28\
---------------------------------------------------------------------------

    \28\ Primary Pegging, Market Pegging, Discretion and 
Participation in the Nasdaq Opening Cross and/or the Nasdaq Closing 
Cross are discussed below and in proposed Rule 4703.
---------------------------------------------------------------------------

    <bullet> Display. A Price to Comply Order is always displayed, 
although, as provided above, it may also have a non-displayed price 
and/or Reserve Size.
Price To Display Order
    A ``Price to Display Order'' is an Order Type designed to comply 
with Rule 610(d) under Regulation NMS by avoiding the display of 
quotations that lock or cross any Protected Quotation in a System 
Security during Market Hours. Price to Display Orders are available 
solely to Participants that are Market Makers and are always 
Attributable.\29\ Like a Price to Comply Order, a Price to Display 
Order is another form of priced Order that first accesses available 
liquidity and then posts remaining shares, with price adjustment 
features similar to those of the Price to Comply Order that provide a 
means to post displayed Orders at prices that are designed to maximize 
their opportunities for execution.
---------------------------------------------------------------------------

    \29\ As described below and in proposed Rule 4703, Attribution 
is an Order Attribute that allows for display of the price and size 
of an Order next to a Market Maker's MPID. In the current rule, the 
Price to Display Order is referred to as the ``Price to Comply Post 
Order.'' The fact that this Order Type is Attributable and available 
only to registered Market Makers reflects a substantive 
clarification to the language of the existing rule.
---------------------------------------------------------------------------

    When a Price to Display Order is entered, if its entered limit 
price would lock or cross a Protected Quotation, the Price to Display 
Order will be repriced to one minimum price increment lower than the 
current Best Offer (for a Price to Display Order to buy) or higher than 
the current Best Bid (for a Price to Display Order to sell). For 
example, if a Price to Display Order to buy at $11 would cross a 
Protected Offer of $10.99, the Price to Display Order will be repriced 
to $10.98. The Price to Display Order (whether repriced or not 
repriced) will then be executed against previously posted Orders on the 
Nasdaq Book that are priced equal to or better than the adjusted price 
of the Price to Display Order, up to the full amount of such previously 
posted Orders, unless such executions would trade through a Protected 
Quotation. Any portion of the Order that cannot be executed in this 
manner will be posted on the Nasdaq Book (and/or routed if it has been 
designated as Routable).\30\
---------------------------------------------------------------------------

    \30\ See Rules 4703(f) and 4758.
---------------------------------------------------------------------------

    During Market Hours, the price at which a Price to Display Order is 
displayed and ranked on the Nasdaq Book will be its entered limit price 
if the Price to Display Order was not repriced upon entry, or the 
adjusted price if the Price to Comply Order [sic] was repriced upon 
entry, such that the price will not lock or cross a Protected 
Quotation. During Pre-Market Hours and Post-Market Hours, a Price to 
Display Order will be displayed and ranked at its entered limit price 
without adjustment.
    As is the case with a Price to Comply Order, a Price to Display 
Order may be adjusted after initial entry.\31\ Specifically, if a Price 
to Display Order is entered through RASH, QIX, or FIX, during Market 
Hours the Price to Display Order may be adjusted in the following 
manner after initial entry and posting to the Nasdaq Book (unless the 
Order is assigned a Routing Order Attribute that would cause it to be 
routed to another market center rather than remaining on the Nasdaq 
Book):
---------------------------------------------------------------------------

    \31\ These adjustments reflect a substantive clarification to 
the language of the existing rule.
---------------------------------------------------------------------------

    <bullet> If the entered limit price of the Price to Display Order 
locked or crossed a Protected Quotation and the NBBO changes, the price 
of the Order will be adjusted repeatedly in accordance with changes to 
the NBBO; provided, however, that if the quotation of another market 
center moves in a manner that would lock or cross the price of a Price 
to Display Order, the price of the Price to Display Order will not be 
adjusted.\32\ For example, if a Price to Display Order to buy at $11.02 
would cross a Protected Offer of $11, the Order will be displayed and 
ranked at $10.99. If the Best Offer then moves to $11.01, the 
displayed/ranked price will be changed to $11. However, if another 
market center then displays an offer of $11 (thereby locking the 
previously displayed price of the Price to Display Order, 
notwithstanding Rule 610(d) under Regulation NMS), the price of the 
Price to Display Order will not be changed. The Order may be repriced 
repeatedly until such time as the Price to Display Order is able to be 
displayed and ranked at its original entered limit price ($11.02 in the 
example). The Price to Display Order receives a new timestamp each time 
its price is changed.
---------------------------------------------------------------------------

    \32\ This means that, in general, the price of the Price to 
Display Order will move toward, but not away from, its original 
entered limit price. Because a Price to Display Order is removed 
from the Nasdaq Book while it is being repriced, however, it is 
possible that the Order's price will move away from its original 
entered limit price in the case of a ``race condition'' where the 
NBBO changes again while the Order is not on the Nasdaq Book.
---------------------------------------------------------------------------

    <bullet> If the original entered limit price of the Price to 
Display Order would no longer lock or cross a Protected Quotation, the 
Price to Display Order will be displayed and ranked at that price and 
will receive a new timestamp, and will not thereafter be adjusted under 
this provision.\33\
---------------------------------------------------------------------------

    \33\ Thus, the price of the Order will not move beyond its limit 
price.
---------------------------------------------------------------------------

    If a Price to Display Order is entered through OUCH or FLITE, 
during Market Hours the Price to Display Order may be adjusted in the 
following manner after initial entry and posting to the Nasdaq Book:
    <bullet> If the entered limit price of the Price to Display Order 
locked or crossed a Protected Quotation and the NBBO changes so that 
the Price to Display Order could be ranked and displayed at a price at 
or closer to its original entered limit price without locking or 
crossing a Protected Quotation, the Price to Display Order may either 
remain on the Nasdaq Book unchanged or may be cancelled back to the 
Participant, depending on the Participant's choice. For example, if a 
Price to Display Order to buy at $11.02 would cross a Protected Offer 
of $11, the Order will be ranked and displayed at $10.99. If the Best 
Offer changes to $11.01, the Price to Display Order will not be 
repriced, but rather will either remain at its current price or be 
cancelled back to the Participant, depending on its choice. A 
Participant's choice with regard to maintaining the Price to Display 
Order or cancelling it is set in advance for each port through which 
the Participant enters Orders.
    The following Order Attributes may be assigned to a Price to 
Display Order:
    <bullet> Price. As described above, the price of the Order may be 
adjusted to avoid locking or crossing a Protected Quotation.
    <bullet> Size.
    <bullet> Reserve Size (available through RASH, FIX and QIX only).
    <bullet> A Time-in-Force other than IOC.\34\
---------------------------------------------------------------------------

    \34\ A Price to Display Order entered with a Time-in-Force of 
IOC would be processed as a Non-Displayed Order with a Time-in-Force 
of IOC.
---------------------------------------------------------------------------

    <bullet> Designation as an ISO. In accordance with Regulation NMS, 
a Price to Display Order designated as an ISO would be processed at its 
entered

[[Page 16055]]

limit price, since such a designation reflects a representation by the 
Participant that it has simultaneously routed one or more additional 
limit orders, as necessary, to execute against the full displayed size 
of any Protected Quotations that the Price to Display Order would lock 
or cross.
    <bullet> Routing (available through RASH, FIX and QIX only).\35\
---------------------------------------------------------------------------

    \35\ The availability of routing for Price to Display Orders 
reflects a substantive clarification to the language of the existing 
rule.
---------------------------------------------------------------------------

    <bullet> Primary Pegging and Market Pegging (available through 
RASH, FIX and QIX only).
    <bullet> Discretion (available through RASH, FIX and QIX only).
    <bullet> Participation in the Nasdaq Opening Cross and/or the 
Nasdaq Closing Cross.
    <bullet> Attribution. All Price to Display Orders are Attributable 
Orders.
    <bullet> Display. A Price to Display Order is always displayed (but 
may also have Reserve Size).
Non-Displayed Order
    A ``Non-Displayed Order'' is an Order Type that is not displayed to 
other Participants, but nevertheless remains available for potential 
execution against incoming Orders until executed in full or cancelled. 
Thus, the Order Type provides a means by which Participants may access 
and/or offer liquidity without signaling to other Participants the 
extent of their trading interest. The Order may also serve to provide 
price improvement vis-[agrave]-vis the NBBO. Under Regulation NMS, a 
Non-Displayed Order may lock a Protected Quotation and may be traded-
through by other market centers.\36\ In addition to the Non-Displayed 
Order Type, there are other Order Types that are not displayed on the 
Nasdaq Book. Thus, ``Non-Display'' is both a specific Order Type and an 
Order Attribute of certain other Order Types.
---------------------------------------------------------------------------

    \36\ Rule 611 [sic] requires exchanges to adopt rules that 
``require . . . members reasonably to avoid . . . [d]isplaying 
quotations that lock or cross any protected quotations'' (emphasis 
added). Similarly, under Rule 600, a Non-Displayed Order is not a 
Protected Quotation because it is not displayed. Accordingly, the 
definition of trade-through does not apply to a transaction at a 
price that is worse than the price of a Non-Displayed Order. Thus, 
in opting to use a Non-Displayed Order, a Participant must balance 
the benefits of not disclosing its trading intentions against the 
loss of trade-through protection. However, because a Non-Displayed 
Order may not itself trade-through a Protected Quotation, as 
described below, the Nasdaq Market Center protects against such 
trade-throughs by repricing and/or cancelling Non-Displayed Orders 
that cross or are crossed by a Protected Quotation.
---------------------------------------------------------------------------

    When a Non-Displayed Order is entered, the Non-Displayed Order will 
be executed against previously posted Orders on the Nasdaq Book that 
are priced equal to or better than the price of the Non-Displayed 
Order, up to the full amount of such previously posted Orders, unless 
such executions would trade through a Protected Quotation. Any portion 
of the Non-Displayed Order that cannot be executed in this manner will 
be posted to the Nasdaq Book (unless the Non-Displayed Order has a 
Time-in-Force of IOC) and/or routed if it has been designated as 
Routable.\37\
---------------------------------------------------------------------------

    \37\ See Rules 4703(f) and 4758.
---------------------------------------------------------------------------

    During Market Hours, the price at which a Non-Displayed Order is 
posted is determined in the following manner. If the entered limit 
price of the Non-Displayed Order would lock a Protected Quotation, the 
Non-Displayed Order will be placed on the Nasdaq Book at the locking 
price. If the Non-Displayed Order would cross a Protected Quotation, 
the Non-Displayed Order will be repriced to a price that would lock the 
Protected Quotation and will be placed on the Nasdaq Book at that 
price.\38\ For example, if a Non-Displayed Order to buy at $11 would 
cross a Protected Offer of $10.99, the Non-Displayed Order will be 
repriced and posted at $10.99. A Non-Displayed Order to buy at $10.99 
would also be posted at $10.99. During Pre-Market Hours and Post-Market 
Hours, a Non-Displayed Order will be posted at its entered limit price 
without adjustment.
---------------------------------------------------------------------------

    \38\ Repricing the crossing Non-Displayed Order helps ensure 
that the Non-Displayed Order will not trade-through the Protected 
Quotation.
---------------------------------------------------------------------------

    As is the case with a Post to Comply Order, a Non-Displayed Order 
may be adjusted after initial entry.\39\ Specifically, if a Non-
Displayed Order is entered through RASH, QIX, or FIX, during Market 
Hours the Non-Displayed Order may be adjusted in the following manner 
after initial entry and posting to the Nasdaq Book (unless the Order is 
assigned a Routing Order Attribute that would cause it to be routed to 
another market center rather than remaining on the Nasdaq Book):
---------------------------------------------------------------------------

    \39\ These adjustments reflect a substantive clarification to 
the language of the existing rule.
---------------------------------------------------------------------------

    <bullet> If the original entered limit price of a Non-Displayed 
Order is higher than the Best Offer (for an Order to buy) or lower than 
the Best Bid (for an Order to sell) and the NBBO moves toward the 
original entered limit price of the Non-Displayed Order, the price of 
the Non-Displayed Order will be adjusted repeatedly in accordance with 
changes to the NBBO. For example, if a Non-Displayed Order to buy at 
$11.02 would cross a Protected Offer of $11, the Non-Displayed Order 
will be priced and posted at $11. If the Best Offer then changes to 
$11.01, the price of the Non-Displayed Order will be changed to $11.01. 
The Order may be repriced repeatedly in this manner, receiving a new 
timestamp each time its price is changed, until the Non-Displayed Order 
is posted at its original entered limit price. \40\ The Non-Displayed 
Order will not thereafter be repriced under this provision, except as 
provided below with respect to crossing a Protected Quotation.
---------------------------------------------------------------------------

    \40\ Note that because the Order receives a new timestamp, it is 
processed like a new Order when it is repriced.
---------------------------------------------------------------------------

    <bullet> If, after being posted to the Nasdaq Book, the NBBO 
changes so that the Non-Displayed Order would cross a Protected 
Quotation, the Non-Displayed Order will be repriced at a price that 
would lock the new NBBO and receive a new timestamp.\41\ For example, 
if a Non-Displayed Order to buy at $11 would lock a Protected Offer of 
$11, the Non-Displayed Order will be posted at $11. If the Best Offer 
then changes to $10.99, the Non-Displayed Order will be repriced at 
$10.99, receiving a new timestamp. The Non-Displayed Order may be 
repriced and receive a new timestamp repeatedly.
---------------------------------------------------------------------------

    \41\ Id. As noted above, the cancellation of a Non-Displayed 
Order in this circumstance helps ensure that the Non-Displayed Order 
will not trade through a Protected Quotation.
---------------------------------------------------------------------------

    If a Non-Displayed Order is entered through OUCH or FLITE, during 
Market Hours the Non-Displayed Order may be adjusted in the following 
manner after initial entry and posting to the Nasdaq Book:
    <bullet> If the original entered limit price of the Non-Displayed 
Order locked or crossed a Protected Quotation and the NBBO changes so 
that the Non-Displayed Order could be posted at a price at or closer to 
its original entered limit price without crossing a Protected 
Quotation, the Non-Displayed Order may either remain on the Nasdaq Book 
unchanged or may be cancelled back to the Participant, depending on its 
choice. For example, if a Non-Displayed Order to buy at $11.02 would 
cross a Protected Offer of $11, the Order will be priced at $11. If the 
Best Offer changes to $11.01, the Order will not be repriced, but 
rather will either remain at its current $11 price or be cancelled back 
to the Participant, depending on its choice. A Participant's choice 
with regard to maintaining the Non-Displayed Order or cancelling it is 
set in advance for each port through which the Participant enters 
Orders.
    <bullet> If, after a Non-Displayed Order is posted to the Nasdaq 
Book, the NBBO changes so that the Non-Displayed Order would cross a 
Protected Quotation, the Non-Displayed Order will be cancelled back to 
the

[[Page 16056]]

Participant. For example, if a Non-Displayed Order to buy at $11 would 
lock a Protected Offer of $11, the Non-Displayed Order will be posted 
at $11. If the Best Offer then changes to $10.99, the Non-Displayed 
Order will be cancelled back to the Participant.
    <bullet> If a Non-Displayed Order entered through OUCH or FLITE is 
assigned a Midpoint Pegging Order Attribute,\42\ and if, after being 
posted to the Nasdaq Book, the NBBO changes so that the Non-Displayed 
Order is no longer at the Midpoint between the NBBO, the Non-Displayed 
Order will be cancelled back to the Participant. In addition, if a Non-
Displayed Order entered through OUCH or FLITE is assigned a Midpoint 
Pegging Attribute and also has a limit price that is lower than the 
midpoint between the NBBO for an Order to buy (higher than the midpoint 
between the NBBO for an Order to sell), the Order will nevertheless be 
accepted at its limit price and will be cancelled if the midpoint 
between the NBBO moves lower than (higher than) the price of an Order 
to buy (sell). The following Order Attributes may be assigned to a Non-
Displayed Order:
---------------------------------------------------------------------------

    \42\ Midpoint Pegging is described below and in proposed Rule 
4703. Specifically, an Order with the Midpoint Pegging Attribute 
that is entered through OUCH or FLITE is priced upon entry but is 
not repriced based on changes to the NBBO. Accordingly, the Order is 
cancelled if it is no longer at the midpoint between the NBBO.
---------------------------------------------------------------------------

    <bullet> Price. As described above, the price of the Order may be 
adjusted to avoid crossing a Protected Quotation.
    <bullet> Size.
    <bullet> ``Minimum Quantity''.\43\
---------------------------------------------------------------------------

    \43\ The Minimum Quantity Order Attribute is described below and 
in proposed Rule 4703.
---------------------------------------------------------------------------

    <bullet> Time-in-Force.
    <bullet> Designation as an ISO. In accordance with Regulation NMS, 
a Non-Displayed Order designated as an ISO would be processed at its 
entered limit price, since such a designation reflects a representation 
by the Participant that it has simultaneously routed one or more 
additional limit orders, as necessary, to execute against the full 
displayed size of any Protected Quotations that the Non-Displayed Order 
would cross. As discussed above, a Non-Displayed Order would be 
accepted at a price that locked a Protected Quotation, even if the 
Order was not designated as an ISO, because the non-displayed nature of 
the Order allows it to lock a Protected Quotation under Regulation NMS. 
Accordingly, the System would not interpret receipt of a Non-Displayed 
Order marked ISO that locked a Protected Quotation as the basis for 
determining that the Protected Quotation had been executed for purposes 
of accepting additional Orders at that price level.\44\
---------------------------------------------------------------------------

    \44\ For example, if a Non-Displayed Order to buy at $11 would 
lock the price of a Protected Offer at $11, the Non-Displayed Order 
could be posted at $11 regardless of whether it was marked as an 
ISO. Accordingly, even if the Non-Displayed Order was marked as an 
ISO, the System would not accept a Displayed Order priced at $11 
unless (i) the Displayed Order was itself marked as an ISO, or (ii) 
market data received by the System demonstrated that the Protected 
Offer had been removed.
---------------------------------------------------------------------------

    <bullet> Routing (available through RASH, FIX and QIX only).
    <bullet> Primary Pegging and Market Pegging (available through 
RASH, FIX and QIX only).
    <bullet> Pegging to the Midpoint.\45\
---------------------------------------------------------------------------

    \45\ Pegging to the Midpoint is described below and in proposed 
Rule 4703. The full functionality of Midpoint Pegging is available 
through RASH, FIX and QIX, and more limited functionality is 
available through OUCH and FLITE.
---------------------------------------------------------------------------

    <bullet> Discretion (available through RASH, FIX and QIX only).
    <bullet> Participation in the Nasdaq Opening Cross and/or the 
Nasdaq Closing Cross.
Post-Only Orders
    A ``Post-Only Order'' is an Order Type designed to have its price 
adjusted as needed to post to the Nasdaq Book in compliance with Rule 
610(d) under Regulation NMS by avoiding the display of quotations that 
lock or cross any Protected Quotation in a System Security during 
Market Hours, or to execute against locking or crossing quotations in 
circumstances where economically beneficial to the Participant entering 
the Post-Only Order. Post-Only Orders are always displayed, although as 
discussed below, they may also have a non-displayed price in 
circumstances similar to a Price to Comply Order. Post-Only Orders are 
thus designed to allow Participants to help control their trading 
costs, while also ``provid[ing] displayed liquidity to the market and 
thereby contribut[ing] to public price discovery--an objective that is 
fully consistent with the Act.'' \46\ In addition, under some 
circumstances, Post-Only Orders provide price improvement.
---------------------------------------------------------------------------

    \46\ Securities Exchange Act Release No. 73333 (October 9, 
2014), 79 FR 62223 (October 16, 2014) (SR-NYSE-2014-32 and SR-
NYSEMKT-2014-56) (hereinafter ``SR-NYSE-2014-32 Approval Order'') 
(approving ``Add Liquidity Only'' modifier that operates in a manner 
similar to Post-Only Order).
---------------------------------------------------------------------------

    During Market Hours, a Post-Only Order is evaluated at the time of 
entry with respect to locking or crossing other Orders on the Nasdaq 
Book, Protected Quotations, and potential execution as follows: \47\
---------------------------------------------------------------------------

    \47\ Details regarding the processing of a Post-Only Order that 
locks or crosses both a Protected Quotation and an Order on the 
Nasdaq Book; the potential execution of a Post-Only Order priced at 
more than $1 per share; and the processing of a Post-Only Order with 
a Time-in-Force of IOC reflect substantive clarifications to the 
language of the existing rule.
---------------------------------------------------------------------------

    <bullet> If a Post-Only Order would lock or cross a Protected 
Quotation, the price of the Order will first be adjusted. If the Order 
is Attributable, its adjusted price will be one minimum price increment 
lower than the current Best Offer (for bids) or higher than the current 
Best Bid (for offers). If the Order is not Attributable, its adjusted 
price will be equal to the current Best Offer (for bids) or the current 
Best Bid (for offers). However, the Order will not post or execute 
until the Order, as adjusted, is evaluated with respect to Orders on 
the Nasdaq Book.
    <bullet> If the adjusted price of the Post-Only Order would not 
lock or cross an Order on the Nasdaq Book, the Order will be posted in 
the same manner as a Price to Comply Order (if it is not Attributable) 
or a Price to Display Order (if it is Attributable). Specifically, if 
the Post-Only Order is not Attributable, it will be displayed on the 
Nasdaq Book at a price one minimum price increment lower than the 
current Best Offer (for bids) or higher than the current Best Bid (for 
offers) but will be ranked on the Nasdaq Book with a non-displayed 
price equal to the current Best Offer (for bids) or to the current Best 
Bid (for offers). For example, if a Post-Only Order to buy at $11 would 
lock a Protected Offer of $11, the Order will be ranked at a non-
displayed price of $11 but will be displayed at $10.99. If the Post-
Only Order is Attributable, it will be ranked and displayed on the 
Nasdaq Book at a price one minimum increment lower than the current 
Best Offer (for bids) or higher than the current Best Bid (for offers). 
Thus, in the preceding example, the Post-Only Order to buy would be 
ranked and displayed at $10.99.
    <bullet> If the adjusted price of the Post-Only Order would lock or 
cross an Order on the Nasdaq Book, the Post Only Order will be 
repriced, ranked, and displayed at one minimum price increment below 
the current best-priced Order to sell on the Nasdaq Book (for bids) or 
above the current best-priced Order to buy on the Nasdaq Book (for 
offers); provided, however, the Post-Only Order will execute if (i) it 
is priced below $1.00 and the value of price improvement associated 
with executing against an Order on the Nasdaq Book (as measured against 
the original limit price of the Order) equals or exceeds the sum of 
fees charged for such execution and the value of any rebate that would 
be provided if the Order posted to the Nasdaq Book and subsequently

[[Page 16057]]

provided liquidity, or (ii) it is priced at $1.00 or more and the value 
of price improvement associated with executing against an Order on the 
Nasdaq Book (as measured against the original limit price of the Order) 
equals or exceeds $0.01 per share. For example, if a Participant 
entered a Non-Attributable Post-Only Order to buy at $11.01, another 
market center is displaying a Protected Offer at $11, and there is a 
Non-Displayed Order on the Nasdaq Book to sell at $11, the adjusted 
price of the Post-Only Order will be $11. However, because the Post-
Only Order would be executable against the Non-Displayed Order on the 
Nasdaq Book and would receive $0.01 price improvement (as measured 
against the original $11.01 price of the Post-Only Order), the Post-
Only Order would execute.
    <bullet> If the Post-Only Order would not lock or cross a Protected 
Quotation but would lock or cross an Order on the Nasdaq Book, the Post 
Only Order will be repriced, ranked, and displayed at one minimum price 
increment below the current best-priced Order to sell on the Nasdaq 
Book (for bids) or above the current best-priced Order to buy on the 
Nasdaq Book (for offers); provided, however, the Post-Only Order will 
execute if (i) it is priced below $1.00 and the value of price 
improvement associated with executing against an Order on the Nasdaq 
Book equals or exceeds the sum of fees charged for such execution and 
the value of any rebate that would be provided if the Order posted to 
the Nasdaq Book and subsequently provided liquidity, or (ii) it is 
priced at $1.00 or more and the value of price improvement associated 
with executing against an Order on the Nasdaq Book equals or exceeds 
$0.01 per share. For example, if a Participant entered a Post-Only 
Order to buy at $11.02, the Best Offer was $11.04, and there was a Non-
Displayed Order on the Nasdaq Book to sell at $11.02, the Post-Only 
Order would be ranked and displayed at $11.01. However, if a 
Participant entered a Post-Only Order to buy at $11.03, the Order would 
execute against the Order on the Nasdaq Book at $11.02, receiving $0.01 
per share price improvement.
    <bullet> If a Post-Only Order is entered with a Time-in-Force of 
IOC, the price of an Order to buy (sell) will be repriced to the lower 
of (higher of) (i) one minimum price increment below (above) the price 
of the Order or (ii) the current Best Offer (Best Bid). The Order will 
execute against any Order on the Nasdaq Book with a price equal to or 
better than the adjusted price of the Post-Only Order. If the Post-Only 
Order cannot execute, it will be cancelled. For example, if a Post-Only 
Order to buy at $11 with a Time-in-Force of IOC was entered and the 
current Best Offer was $11.01, the Order would be repriced to $10.99; 
however, if the Best Offer was $10.98, the Order would be repriced to 
$10.98.\48\
---------------------------------------------------------------------------

    \48\ This functionality reflects the overall purpose of the 
Post-Only Order, which is not to post to the Nasdaq Book in all 
circumstances, but rather to assist Participants in controlling 
execution costs by allowing consideration of price improvement, 
fees, and rebates in the handling of the Order. Thus, entering a 
Post-Only Order with a Time-in-Force of IOC allows a Participant to 
stipulate that an Order will execute only if it receives price 
improvement.
---------------------------------------------------------------------------

    <bullet> If a Post-Only Order would not lock or cross an Order on 
the Nasdaq Book or any Protected Quotation, it will be posted on the 
Nasdaq Book at its entered limit price.
    During Pre-Market and Post-Market Hours, a Post-Only Order will be 
processed in a manner identical to Market Hours with respect to locking 
or crossing Orders on the Nasdaq Book, but will not have its price 
adjusted with respect to locking or crossing the quotations of other 
market centers.
    If a Post-Only Order is entered through RASH, QIX, or FIX, during 
System Hours the Post-Only Order may be adjusted in the following 
manner after initial entry and posting to the Nasdaq Book: \49\
---------------------------------------------------------------------------

    \49\ These adjustments reflect a substantive clarification to 
the language of the existing rule.
---------------------------------------------------------------------------

    <bullet> If the original entered limit price of the Post-Only Order 
is not being displayed, the displayed (and non-displayed price, if any) 
of the Order will be adjusted repeatedly in accordance with changes to 
the NBBO or the best price on the Nasdaq Book, as applicable; provided, 
however, that if the quotation of another market center moves in a 
manner that would lock or cross the displayed price of a Post-Only 
Order, the price(s) of the Post-Only Order will not be adjusted.\50\ 
For example, if a Non-Attributable Post-Only Order to buy at $11.02 
would cross a Protected Offer of $11, the Order will be ranked at a 
non-displayed price of $11 but will be displayed at $10.99. If the Best 
Offer then moves to $11.01, the displayed price will be changed to $11 
and the non-displayed price at which the Order is ranked will be 
changed to $11.01. However, if another market center then displays an 
offer of $11 (thereby locking the previously displayed price of the 
Post-Only Order notwithstanding Rule 610(d) under Regulation NMS), the 
price of the Post-Only Order will not be changed. The Order may be 
repriced repeatedly until such time as the Post-Only Order is able to 
be displayed at its original entered limit price ($11.02 in the 
example). The Post-Only Order receives a new timestamp each time its 
price is changed. If the original entered limit price of the Post-Only 
Order would no longer lock or cross a Protected Quotation or an Order 
on the Nasdaq Book, the Post-Only Order will be ranked and displayed at 
that price and will receive a new timestamp, and will not thereafter be 
adjusted under this provision.\51\
---------------------------------------------------------------------------

    \50\ This means that, in general, the price of the Post-Only 
Order will move toward, but not away from, its original entered 
limit price. Because a Post-Only Order is removed from the Nasdaq 
Book while it is being repriced, however, it is possible that the 
Order's price will move away from its original entered limit price 
in the case of a ``race condition'' where the NBBO changes again 
while the Order is not on the Nasdaq Book.
    \51\ Thus, the price of the Order will not move beyond its limit 
price.
---------------------------------------------------------------------------

    If a Post-Only Order is entered through OUCH or FLITE, the Post-
Only Order may be adjusted in the following manner after initial entry 
and posting to the Nasdaq Book: \52\
---------------------------------------------------------------------------

    \52\ These adjustments reflect a substantive clarification to 
the language of the existing rule.
---------------------------------------------------------------------------

    <bullet> During Market Hours, if the original entered limit price 
of the Post-Only Order locked or crossed a Protected Quotation, the 
Post-Only Order may be adjusted after initial entry in the same manner 
as a Price to Comply Order (or a Price to Display Order, if it is 
Attributable). Thus, in the case of a Non-Attributable Post-Only Order 
that crossed a Protected Quotation, if the NBBO changed so that the 
Post-Only Order could be ranked and displayed at a price at or closer 
to its original entered limit price without locking or crossing a 
Protected Quotation, the Post-Only Order may either remain on the 
Nasdaq Book unchanged or may be cancelled back to the Participant, 
depending on its choice. In the case of a Non-Attributable Post-Only 
Order that locked a Protected Quotation, if the limit price would no 
longer lock a Protected Quotation, the Post-Only Order may either 
remain on the Nasdaq Book unchanged, may be cancelled back to the 
Participant, or may be ranked and displayed at its original entered 
limit price, depending on the Participant's choice, and will not 
thereafter be adjusted under this provision.\53\ If the Post-Only Order 
is displayed at its original entered limit price, it will receive a new 
timestamp. Finally, in the case of an Attributable Post-Only Order that 
locked or crossed a Protected Quotation, if the NBBO changed so that 
the Post-Only Order could be ranked and displayed at a price at or 
closer to its original entered limit price without locking or crossing 
a Protected Quotation, the Post-Only Order may either remain on the 
Nasdaq

[[Page 16058]]

Book unchanged or may be cancelled back to the Participant, depending 
on the Participant's choice. A Participant's choice with regard to 
adjustment of Post-Only Orders is set in advance for each port through 
which the Participant enters Orders.
---------------------------------------------------------------------------

    \53\ Thus, the price of the Order will not move beyond its limit 
price.
---------------------------------------------------------------------------

    <bullet> During System Hours, if the original entered limit price 
of the Post-Only Order locked or crossed an Order on the Nasdaq Book 
and the Nasdaq Book changes so that the original entered limit price 
would no longer lock or cross an Order on the Nasdaq Book, the Post-
Only Order may either remain on the Nasdaq Book unchanged or may be 
cancelled back to the Participant, depending on the Participant's 
choice. For example, if a Post-Only Order to buy at $11 would lock an 
Order on the Nasdaq Book priced at $11, the Post-Only Order will be 
ranked and displayed at $10.99. If the Order at $11 is cancelled or 
executed, the Post-Only Order may either remain with a displayed price 
of $10.99 or be cancelled back to the Participant, depending on the 
Participant's choice. A Participant's choice with regard to maintaining 
the Post-Only Order or cancelling it is set in advance for each port 
through which the Participant enters Orders.
    The following Order Attributes may be assigned to a Post-Only 
Order:
    <bullet> Price. As described above, the price of the Order may be 
adjusted to avoid locking or crossing a Protected Quotation, and may 
include a displayed price as well as a non-displayed price.
    <bullet> Size.
    <bullet> Time-in-Force.
    <bullet> Designation as an ISO. In accordance with Regulation NMS, 
a Post-Only Order designated as an ISO that locked or crossed a 
Protected Quotation would be processed at its entered limit price, 
since such a designation reflects a representation by the Participant 
that it has simultaneously routed one or more additional limit orders, 
as necessary, to execute against the full displayed size of any 
Protected Quotations that the Post-Only Order would lock or cross.\54\ 
However, as described above, a Post-Only Order designated as an ISO 
that locked or crossed an Order on the Nasdaq Book would either execute 
at time of entry or would have its price adjusted prior to posting. 
Accordingly, the System would not interpret receipt of a Post-Only 
Order marked ISO that had its price adjusted prior to posting as the 
basis for determining that any Protected Quotation at the Order's 
original entered limit price level had been executed for purposes of 
accepting additional Orders at that price level.\55\ However, if the 
Post-Only Order is ranked and displayed at its adjusted price, the 
System would consider the adjusted price level to be open for purposes 
of accepting additional Orders at that price level. For example, assume 
that there is a Protected Offer at $11 and a Participant enters a Post-
Only Order marked ISO to buy at $11. If there are no Orders to sell at 
$11 on the Nasdaq Book, the Order to buy will be displayed and ranked 
at $11, since the designation of the Order as an ISO reflects the 
Participant's representation that it has routed one or more additional 
limit orders, as necessary, to execute against the full displayed size 
of any Protected Quotations that the Post-Only Order would lock or 
cross. However, if there was also an Order to sell at $11 on the Nasdaq 
Book, the Post-Only Order will be repriced, ranked, and displayed at 
$10.99. In that case, the mere fact that the Post-Only Order was 
designated as an ISO would not allow Nasdaq to conclude that the $11 
price level was ``open'' for receiving orders to buy at that price; the 
$11 price level would be considered open only if market data received 
by the System demonstrated that the Protected Offer at $11 had been 
removed or if a subsequent Displayed Order marked ISO was received and 
ranked at that price.
---------------------------------------------------------------------------

    \54\ In the SR-NYSE-2014-32 Approval Order, the Commission 
affirmed that exchanges may adopt rules allowing market participants 
to ``ship and post'' (i.e., to ship limit orders, as necessary, to 
remove Protected Quotations while posting an order at the formerly 
locking price). The Commission further determined that a Day Order 
with an ``Access Liquidity Only'' (similar to a Post-Only Order) 
modifier could be marked as an ISO. Of course, as required by its 
obligations as a self-regulatory organization, Nasdaq maintains an 
active regulatory surveillance and enforcement program to verify 
that Participants are not improperly designating Orders as ISOs.
    \55\ The price level would be considered open if a subsequent 
Displayed Order marked ISO was received at that price or if market 
data received by the System demonstrated that the Protected 
Quotation had been removed.
---------------------------------------------------------------------------

    <bullet> Attribution.
    <bullet> Participation in the Nasdaq Opening Cross and/or the 
Nasdaq Closing Cross.
    <bullet> Display. A Post-Only Order is always displayed, although 
as provided above, may also have a non-displayed price.
Midpoint Peg Post-Only Orders
    A ``Midpoint Peg Post-Only Order'' is an Order Type with a Non-
Display Order Attribute that is priced at the midpoint between the NBBO 
and that will execute upon entry against locking or crossing quotes 
only in circumstances where economically beneficial to the party 
entering the Order. Because the Order is priced at the midpoint, it can 
provide price improvement to incoming Orders when it is executed after 
posting to the Nasdaq Book. The Midpoint Peg Post-Only Order is 
available during Market Hours only.
    A Midpoint Peg Post-Only Order must be assigned a limit price. When 
a Midpoint Peg Post-Only Order is entered, it will be priced at the 
midpoint between the NBBO, unless such midpoint is higher than (lower 
than) the limit price of an Order to buy (sell), in which case the 
Order will be priced at its limit price. If the NBBO is locked, the 
Midpoint Peg Post-Only Order will be priced at the locking price, if 
the NBBO is crossed, it will nevertheless be priced at the midpoint 
between the NBBO, and if there is no NBBO,\56\ the Order will be 
rejected. The Midpoint Peg Post-Only Order will post to the Nasdaq Book 
unless it is a buy (sell) Order that is priced higher than (lower than) 
a sell (buy) Order on the Nasdaq Book, in which case it will execute at 
the price of the Order on the Nasdaq Book. For example, if the Best Bid 
was $11 and the Best Offer was $11.06, the price of the Midpoint Peg 
Post-Only Order would be $11.03. If there was a Non-Displayed Order (or 
another Order with a Non-Display Order Attribute) on the Nasdaq Book to 
sell at $11.02, the incoming Midpoint Peg Post-Only Order would execute 
against it at $11.02. However, if there was a Non-Displayed Order (or 
another Order with a Non-Display Order Attribute) to sell at $11.03, 
the Midpoint Peg Post-Only Order would post at $11.03. While a Midpoint 
Peg Post-Only Order that posts to the Nasdaq Book is locking a 
preexisting Order, the Midpoint Peg Post-Only Order will execute 
against an incoming Order only if the price of the incoming sell (buy) 
Order is lower (higher) than the price of the preexisting Order. Thus, 
in the previous example, if the incoming Midpoint Peg Post-Only Order 
locked the preexisting Non-Displayed Order at $11.03, the Midpoint Peg 
Post-Only Order could execute only against an incoming Order to sell 
priced at less than $11.03.
---------------------------------------------------------------------------

    \56\ That is, if no market center is disseminating a displayed 
bid or a displayed offer, such that it is impossible to determine a 
midpoint price.
---------------------------------------------------------------------------

    For purposes of any cross in which a Midpoint Peg Post-Only Order 
participates, a Midpoint Peg Post-Only Order to buy (sell) that is 
locking a preexisting Order shall be deemed to have a price equal to 
the price of the highest sell Order (lowest buy Order) that would be 
eligible to execute against the Midpoint Peg Post-Only Order in

[[Page 16059]]

such circumstances. This is the case because, as described above, a 
Midpoint Peg Post-Only Order that is locking a preexisting Order cedes 
priority to it and is executable only at a price beyond the limit price 
of the preexisting Order. Thus, a Midpoint Peg Post-Only Order to buy 
that locked a preexisting Non-Displayed Order to sell at $11.03 would 
be deemed to have a price of $11.02. It should be noted, however, that 
Midpoint Peg Post-Only Orders may not be entered prior to the Nasdaq 
Opening Cross, and the System attempts to cancel Midpoint Peg Post-Only 
Orders prior to the commencement of the Nasdaq Closing Cross. Thus, the 
Order would not participate in the Nasdaq Opening Cross under any 
circumstances, and would participate in the Nasdaq Closing Cross only 
in a ``race'' condition whereby the cancellation message was not 
processed until after the Nasdaq Closing Cross had occurred. A Midpoint 
Peg Post-Only Order could, however, participate in a Halt Cross under 
Rule 4753.
    If a Midpoint Peg Post-Only Order is entered through RASH, QIX, or 
FIX, the Midpoint Peg Post-Only Order may be adjusted in the following 
manner after initial entry and posting to the Nasdaq Book:
    <bullet> The price of the Midpoint Peg Post-Only Order will be 
updated repeatedly to equal the midpoint between the NBBO; provided, 
however, that the Order will not be priced higher (lower) than the 
limit price of an Order to buy (sell). In the event that the midpoint 
between the NBBO becomes higher than (lower than) the limit price of an 
Order to buy (sell), the price of the Order will stop updating, but 
will resume updating if the midpoint becomes lower than (higher than) 
the limit price of an Order to buy (sell). Similarly, if a Midpoint Peg 
Post-Only Order is on the Nasdaq Book and subsequently there is no 
NBBO, the Order will be cancelled. The Midpoint Peg Post-Only Order 
receives a new timestamp each time its price is changed.
    If a Midpoint Peg Post-Only Order is entered through OUCH or FLITE, 
the Midpoint Peg Post-Only Order may be adjusted in the following 
manner after initial entry and posting to the Nasdaq Book:
    <bullet> The price at which the Midpoint Peg Post-Only Order is 
ranked on the Nasdaq Book is the midpoint between the NBBO, unless the 
Order has a limit price that is lower than the midpoint between the 
NBBO for an Order to buy (higher than the midpoint between the NBBO for 
an Order to sell), in which case the Order will be ranked on the Nasdaq 
Book at its limit price. The price of the Order will not thereafter be 
adjusted based on changes to the NBBO. If, after being posted to the 
Nasdaq Book, the NBBO changes so that midpoint between the NBBO is 
lower than (higher than) the price of a Midpoint Peg Post-Only Order to 
buy (sell), the Midpoint Peg Post-Only Order will be cancelled back to 
the Participant. For example, if the Best Bid is $11 and the Best Offer 
is $11.06, a Midpoint Peg Post-Only Order to buy would post at $11.03. 
If, thereafter, the Best Offer is reduced to $11.05, the Midpoint Peg 
Post-Only Order will be cancelled back to the Participant.\57\
---------------------------------------------------------------------------

    \57\ The functionality associated with OUCH and FLITE reflects a 
substantive clarification to the existing rule.
---------------------------------------------------------------------------

    The following Order Attributes may be assigned to a Midpoint Peg 
Post-Only Order:
    <bullet> Price of more than $1 per share. A Midpoint Peg Post-Only 
Order that would be assigned a price of $1 or less per share will be 
rejected or cancelled, as applicable.
    <bullet> Size.
    <bullet> A Time-in-Force other than IOC; provided, however, that 
regardless of the Time-in-Force entered, a Midpoint Post-Only Order may 
not be active outside of Market Hours. A Midpoint Peg Post-Only Order 
entered prior to the beginning of Market Hours will be rejected. A 
Midpoint Peg Post-Only Order remaining on the Nasdaq Book at 4:00 p.m. 
ET will be cancelled by the System; provided, however, that if the 
Nasdaq Closing Cross for the security that is the subject of the Order 
occurs prior to the cancellation message being fully processed, a 
Midpoint Peg Post-Only Order may participate in the Nasdaq Closing 
Cross.
    <bullet> Pegging to the midpoint is required for Midpoint Peg Post-
Only Orders entered through RASH, QIX or FIX. As discussed above, the 
price of a Midpoint Peg Post-Only Order entered through OUCH or FLITE 
will be pegged to the midpoint upon entry and not adjusted thereafter.
    <bullet> Minimum Quantity.
    <bullet> Non-Display. All Midpoint Peg Post-Only Orders are Non-
Displayed.
Supplemental Orders
    A ``Supplemental Order'' is an Order Type with a Non-Display Order 
Attribute that is held on the Nasdaq Book in order to provide liquidity 
at the NBBO through a special execution process described in Rule 
4757(a)(1)(D). A Supplemental Order may be entered through the OUCH 
protocol only. The Order allows a Participant to provide greater depth 
of liquidity at the NBBO without signaling the full extent of its 
trading interest to other Participants.
    Upon entry, a Supplemental Order will always post to the Nasdaq 
Book at a price equal to the Best Bid (for buys) or the Best Offer (for 
sells). Thereafter, the Supplemental Order may execute against an Order 
that is designated as eligible for routing, after the Order has 
executed against all other liquidity on the Nasdaq Book but before 
routing. An Order will execute against a Supplemental Order(s) only at 
the NBBO, only if the NBBO is not locked or crossed, and only if the 
Order can be executed in full. If a Supplemental Order is not executed 
in full, the remaining portion of the Supplemental Order shall remain 
on the Nasdaq Book as a Supplemental Order until the Supplemental Order 
is fully executed, the Supplemental Order is cancelled by the 
Participant that entered the Supplemental Order, or the size of the 
Supplemental Order is reduced to less than one normal unit of trading 
(in which case the Supplemental Order will be cancelled automatically).
    The following Order Attributes may be assigned to a Supplemental 
Order:
    <bullet> Price. The Price of a Supplemental Order to buy is always 
equal to the Best Bid, and the price of a Supplemental Order to sell is 
always equal to the Best Offer.
    <bullet> Size. All Supplemental Orders must be entered with a size 
of one or more normal units of trading. When a Supplemental Order is 
reduced to less than one normal unit of trading, the remainder of the 
Supplemental Order will be cancelled automatically.
    <bullet> A Time-in-Force other than IOC. A Supplemental Order may 
be entered at any time during Pre-Market Hours or Market Hours, but is 
available for potential execution only during Market Hours. Any 
Supplemental Orders still on the Nasdaq Book at the conclusion of 
Market Hours will be cancelled. Supplemental Orders may not participate 
in the Nasdaq Opening Cross or the Nasdaq Closing Cross.
    <bullet> Primary Pegging. A Supplemental Order is not pegged to the 
NBBO through the regular Primary Pegging Order Attribute, and therefore 
does not have its price adjusted continually. However, if an incoming 
Order is potentially executable against a Supplemental Order, the 
System will set the price of the Supplemental Order at the NBBO on the 
same side of the market, with no offset. As a result, a Supplemental 
Order may only execute at the NBBO.
    <bullet> Non-Display. All Supplemental Orders are Non-Displayed.

[[Page 16060]]

Market Maker Peg Order
    A ``Market Maker Peg Order'' is an Order Type designed to allow a 
Market Maker to maintain a continuous two-sided quotation at a price 
that is compliant with the quotation requirements for Market Makers set 
forth in Rule 4613(a)(2).\58\ The price of the Market Maker Peg Order 
is set with reference to a ``Reference Price'' in order to keep the 
price of the Market Maker Peg Order within a bounded price range. A 
Market Maker Peg Order may be entered through RASH, FIX or QIX only. A 
Market Maker Peg Order must be entered with a limit price beyond which 
the Order may not be priced. The Reference Price for a Market Maker Peg 
Order to buy (sell) is the then-current Best Bid (Best Offer) 
(including Nasdaq), or if no such Best Bid or Best Offer, the most 
recent reported last-sale eligible trade from the responsible single 
plan processor for that day, or if none, the previous closing price of 
the security as adjusted to reflect any corporate actions (e.g., 
dividends or stock splits) in the security.
---------------------------------------------------------------------------

    \58\ As with other Order Types, the Market Maker Peg Order must 
be an Order either to buy or to sell; thus, at least two Orders 
would be required to maintain a two-sided quotation.
---------------------------------------------------------------------------

    Upon entry, the price of a Market Maker Peg Order to buy (sell) is 
automatically set by the System at the Designated Percentage (as 
defined in Rule 4613) away from the Reference Price in order to comply 
with the quotation requirements for Market Makers set forth in Rule 
4613(a)(2). For example, if the Best Bid is $10 and the Designated 
Percentage for the security is 8%, the price of a Market Marker Peg 
Order to buy would be $9.20. If the limit price of the Order is not 
within the Designated Percentage, the Order will be sent back to the 
Participant.
    Once a Market Maker Peg Order has posted to the Nasdaq Book, its 
price is adjusted if needed as the Reference Price changes. 
Specifically, if as a result of a change to the Reference Price, the 
difference between the price of the Market Maker Peg Order and the 
Reference Price reaches the Defined Limit (as defined in Rule 4613), 
the price of a Market Maker Peg Order to buy (sell) will be adjusted to 
the Designated Percentage away from the Reference Price. In the 
foregoing example, if the Defined Limit is 9.5% and the Best Bid 
increased to $10.17, such that the price of the Market Maker Peg Order 
would be more than 9.5% away, the Order will be repriced to $9.35, or 
8% away from the Best Bid. Note that calculated prices of less than the 
minimum increment will be rounded in a manner that ensures that the 
posted price will be set at a level that complies with the percentages 
stipulated by this rule. If the limit price of the Order is outside the 
Defined Limit, the Order will be sent back to the Participant.
    Similarly, if as a result of a change to the Reference Price, the 
price of a Market Maker Peg Order to buy (sell) is within one minimum 
price variation more than (less than) a price that is 4% less than 
(more than) the Reference Price, rounded up (down), then the price of 
the Market Maker Peg Order to buy (sell) will be adjusted to the 
Designated Percentage away from the Reference Price. For example, if 
the Best Bid is $10 and the Designated Percentage for the security is 
8%, the price of a Market Marker Peg Order to buy would initially be 
$9.20. If the Best Bid then moved to $9.57, such that the price of the 
Market Maker Peg Order would be a minimum of $0.01 more than a price 
that is 4% less than the Best Bid, rounded up (i.e., $9.57 - ($9.57 x 
0.04) = $9.1872, rounding up to $9.19), the Order will be repriced to 
$8.81, or 8% away from the Best Bid.
    A Market Maker may enter a Market Maker Peg Order with a more 
aggressive offset than the Designated Percentage, but such an offset 
will be expressed as a price difference from the Reference Price. Such 
a Market Maker Peg Order will be repriced in the same manner as a Price 
to Display Order with Attribution and Primary Pegging. As a result, the 
price of the Order will be adjusted whenever the price to which the 
Order is pegged is changed.
    A new timestamp is created for a Market Maker Peg Order each time 
that its price is adjusted. In the absence of a Reference Price, a 
Market Maker Peg Order will be cancelled or rejected. If, after entry, 
a Market Maker Peg Order is priced based on a Reference Price other 
than the NBBO and such Market Maker Peg Order is established as the 
Best Bid or Best Offer, the Market Maker Peg Order will not be 
subsequently adjusted in accordance with this rule until a new 
Reference Price is established. If a Market Maker Peg Order is repriced 
1,000 times, it will be cancelled. This restriction is designed to 
conserve System resources by limiting the persistence of Orders that 
update repeatedly without any reasonable prospect of execution.
    Notwithstanding the availability of Market Maker Peg Order 
functionality, a Market Maker remains responsible for entering, 
monitoring, and resubmitting, as applicable, quotations that meet the 
requirements of Rule 4613.
    The following Order Attributes may be assigned to a Market Maker 
Peg Order:
    <bullet> Price. As discussed above, the price of Market Maker Peg 
Order is established by the Nasdaq Market Center based on the Reference 
Price, the Designated Percentage (or a narrower offset established by 
the Market Maker), the Defined Limit, and the 4% minimum difference 
from the NBBO.
    <bullet> Size.
    <bullet> A Time-in-Force other than IOC or ``Good-till-Cancelled''.
    <bullet> Participation in the Nasdaq Opening Cross and/or the 
Nasdaq Closing Cross.
    <bullet> If the Market Maker designates a more aggressive offset, 
Primary Pegging is required.
    <bullet> Attribution. All Market Maker Peg Orders are Attributable.
    <bullet> Display. Market Marker Peg Orders are always Displayed.
Market on Open Order \59\
---------------------------------------------------------------------------

    \59\ The definition of Market On Open Order, as well as the 
definitions of Limit On Open Order, Opening Imbalance Only Order, 
Market On Close Order, Limit On Close Order, and Imbalance Only 
Order, is currently found in Rule 4752 and 4754. Accordingly, 
conforming changes are being proposed to those rules to reflect the 
adoption of the definitions in new Rule 4702.
---------------------------------------------------------------------------

    A ``Market On Open Order'' or ``MOO Order'' is an Order Type 
entered without a price that may be executed only during the Nasdaq 
Opening Cross. Subject to the qualifications provided below, MOO Orders 
may be entered, cancelled, and/or modified between 4 a.m. ET and 
immediately prior to 9:28 a.m. ET. An MOO Order may not be cancelled or 
modified at or after 9:28 a.m. ET. An MOO Order shall execute only at 
the price determined by the Nasdaq Opening Cross.
    The following Order Attributes may be assigned to a Market On Open 
Order:
    <bullet> Price. An MOO Order is entered without a price and shall 
execute only at the price determined by the Nasdaq Opening Cross.
    <bullet> Size.
    <bullet> Time-in-Force. An MOO Order may execute only in the Nasdaq 
Opening Cross. However, a Participant may designate the Time-in-Force 
for an MOO Order either by designating a Time-in-Force of ``On Open'' 
or by entering another Order Type with a Market Pegging Attribute and 
flagging the Order to participate in the Nasdaq Opening Cross. An MOO 
Order entered through RASH or FIX with a Time-in-Force of IOC and 
flagged to participate in the Nasdaq Opening Cross that is entered 
after the time of the Nasdaq Opening Cross will be accepted but will be

[[Page 16061]]

converted into a Non-Displayed Order with a Time-in-Force of IOC and a 
price established using the Market Pegging Order Attribute with no 
offset. An Order with a Market Pegging Attribute and a Time-in-Force 
other than IOC that is flagged to participate in the Nasdaq Opening 
Cross and entered at or after 9:28 a.m. will be held and entered into 
the System after the completion of the Nasdaq Opening Cross. All other 
MOO Orders entered at or after 9:28 a.m. will be rejected.
    <bullet> Participation in the Nasdaq Opening Cross is required for 
this Order Type.
Limit on Open Order
    A ``Limit On Open Order'' or ``LOO Order'' is an Order Type entered 
with a price that may be executed only in the Nasdaq Opening Cross, and 
only if the price determined by the Nasdaq Opening Cross is equal to or 
better than the price at which the LOO Order was entered. Subject to 
the qualifications provided below, LOO Orders may be entered, 
cancelled, and/or modified between 4 a.m. ET and immediately prior to 
9:28 a.m. ET.
    The following Order Attributes may be assigned to a Limit On Open 
Order:
    <bullet> Price.
    <bullet> Size.
    <bullet> Time-in-Force. In general, an LOO Order may execute only 
in the Nasdaq Opening Cross. However, a Participant may designate the 
Time-in-Force for an LOO Order either by designating a Time-in-Force of 
``On Open,'' in which case the Order will execute solely in the Nasdaq 
Opening Cross, or by entering another Order Type and Time-in-Force and 
flagging the Order to participate in the Nasdaq Opening Cross. In the 
latter case, if the Participant designates a Time-in-Force of IOC, the 
Order will participate solely in the Nasdaq Opening Cross. If the 
Participant enters a Time-in-Force that continues after the time of the 
Nasdaq Opening Cross, the Order will participate in the Nasdaq Opening 
Cross like an LOO Order, while operating thereafter in accordance with 
its designated Order Type and Order Attributes (if not executed in full 
in the Nasdaq Opening Cross). Such an Order may be referred to as an 
``Opening Cross/Market Hours Order.'' If such an Order has a Time-in-
Force that continues until at least the time of the Nasdaq Closing 
Cross, the Order may be referred to as a ``Cross to Cross Order.''
    <bullet> Following the Nasdaq Opening Cross, an Opening Cross/
Market Hours Order may not operate as a Post-Only Order, Midpoint Peg 
Post-Only Order, a Supplemental Order, a Retail Order, or an RPI Order. 
In the case of a Market Maker Peg Order entered prior to 9:28 a.m. ET 
that is also designated to participate in the Nasdaq Opening Cross, the 
price of the Order for purposes of operating as an LOO Order will be 
established on entry and will not thereafter be pegged until after the 
completion of the Nasdaq Opening Cross. An Opening Cross/Market Hours 
Order that is entered between 9:28 a.m. and the time of the Nasdaq 
Opening Cross will be (i) held and entered into the System after the 
completion of the Nasdaq Opening Cross if it has been assigned a 
Pegging Attribute or Routing Attribute, (ii) treated as an Opening 
Imbalance Only Order and entered into the System after the completion 
of the Nasdaq Opening Cross if entered through RASH, QIX, or FIX but 
not assigned a Pegging Attribute or Routing Attribute, or (iii) treated 
as an Opening Imbalance Only Order and cancelled after the Nasdaq 
Opening Cross if entered through OUCH or FLITE. An Opening Cross/Market 
Hours Order entered through RASH or FIX after the time of the Nasdaq 
Opening Cross will be accepted but the Nasdaq Opening Cross flag will 
be ignored. A Routable Order flagged to participate in the Nasdaq 
Opening Cross with a Time-in-Force other than IOC and entered at or 
after 9:28 a.m. will be held and entered into the System after the 
Nasdaq Opening Cross. All other LOO Orders and Opening Cross/Market 
Hours Orders entered at or after 9:28 a.m. will be rejected.\60\
---------------------------------------------------------------------------

    \60\ Details with regard to the treatment of LOO Orders entered 
after 9:28 a.m. reflect a substantive clarification to existing 
rules.
---------------------------------------------------------------------------

    <bullet> Participation in the Nasdaq Opening Cross is required for 
this Order Type.
Opening Imbalance Only Order
    An ``Opening Imbalance Only Order'' or ``OIO Order'' is an Order 
Type entered with a price that may be executed only in the Nasdaq 
Opening Cross and only against MOO Orders, LOO Orders, or Early Market 
Hours Orders (as defined in Rule 4752). OIO Orders may be entered 
between 4:00 a.m. ET until the time of execution of the Nasdaq Opening 
Cross, but may not be cancelled or modified at or after 9:28 a.m. ET. 
If the entered price of an OIO Order to buy (sell) is higher than 
(lower than) the highest bid (lowest offer) on the Nasdaq Book, the 
price of the OIO Order will be modified repeatedly to equal the highest 
bid (lowest offer) on the Nasdaq Book; provided, however, that the 
price of the Order will not be moved beyond its stated limit price. 
Thus, for example, if an OIO Order to buy was entered with a price of 
$11 and the current highest bid on the Nasdaq Book was $10.99, the OIO 
Order would be priced at $10.99. If the highest bid subsequently became 
$10.98, the OIO Order would again be repriced. However, if the highest 
bid moved to $11.01, the OIO Order would not be repriced.
    The following Order Attributes may be assigned to an Opening 
Imbalance Only Order:
    <bullet> Price.
    <bullet> Size.
    <bullet> Time-in-Force. An OIO Order may execute only in the Nasdaq 
Opening Cross. An OIO Order entered after the time of the execution of 
the Nasdaq Opening Cross will be rejected.
    <bullet> Participation in the Nasdaq Opening Cross is required for 
this Order Type.
Market On Close Order
    A ``Market On Close Order'' or ``MOC Order'' is an Order Type 
entered without a price that may be executed only during the Nasdaq 
Closing Cross. Subject to the qualifications provided below, MOC Orders 
may be entered, cancelled, and/or modified between 4 a.m. ET and 
immediately prior to 3:50 p.m. ET. Between 3:50 p.m. ET and immediately 
prior to 3:55 p.m. ET, an MOC Order can be cancelled and/or modified 
only if the Participant requests that Nasdaq correct a legitimate error 
in the Order (e.g., Side, Size, Symbol, or Price, or duplication of an 
Order). MOC Orders cannot be cancelled or modified at or after 3:55 
p.m. ET for any reason. An MOC Order shall execute only at the price 
determined by the Nasdaq Closing Cross.
    The following Order Attributes may be assigned to a Market On Close 
Order:
    <bullet> Price. An MOC Order is entered without a price and shall 
execute only at the price determined by the Nasdaq Closing Cross.
    <bullet> Size.
    <bullet> Time-in-Force. An MOC Order may execute only in the Nasdaq 
Closing Cross. However, a Participant may designate the Time-in-Force 
for an MOC Order either by designating a Time-in-Force of ``On Close'' 
or by entering a Time-in-Force of IOC and flagging the Order to 
participate in the Nasdaq Closing Cross. All MOC Orders entered after 
3:50 p.m. ET will be rejected. Participation in the Nasdaq Closing 
Cross is required for this Order Type.
Limit On Close Order
    A ``Limit On Close Order'' or ``LOC Order'' is an Order Type 
entered with a price that may be executed only in the Nasdaq Closing 
Cross, and only if the

[[Page 16062]]

price determined by the Nasdaq Closing Cross is equal to or better than 
the price at which the LOC Order was entered. Subject to the 
qualifications provided below, LOC Orders may be entered, cancelled, 
and/or modified between 4 a.m. ET and immediately prior to 3:50 p.m. 
ET. Between 3:50 p.m. ET and immediately prior to 3:55 p.m. ET, an LOC 
Order can be cancelled but not modified, and only if the Participant 
requests that Nasdaq correct a legitimate error in the Order (e.g., 
Side, Size, Symbol, or Price, or duplication of an Order).
    The following Order Attributes may be assigned to a Limit On Close 
Order:
    <bullet> Price.
    <bullet> Size.
    <bullet> Time-in-Force. In general, an LOC Order may execute only 
in the Nasdaq Closing Cross. However, a Participant may designate the 
Time-in-Force for an LOC Order either by designating a Time-in-Force of 
``On Close,'' in which case the Order will execute solely in the Nasdaq 
Closing Cross, or by entering another Order Type and Time-in-Force and 
flagging the Order to participate in the Nasdaq Closing Cross. In the 
latter case, if the Participant designates a Time-in-Force of IOC, the 
Order will participate solely in the Nasdaq Closing Cross. If the 
Participant enters a Time-in-Force that continues after the time of the 
Nasdaq Closing Cross, the Order will participate in the Nasdaq Closing 
Cross like an LOC Order, while operating thereafter in accordance with 
its designated Order Type and Order Attributes (if not executed in full 
in the Nasdaq Closing Cross). Such an Order may be referred to as a 
``Closing Cross/Extended Hours Order.''
    <bullet> Following the Nasdaq Closing Cross, a Closing Cross/
Extended Hours Order may not operate as a Post-Only Order, Midpoint Peg 
Post-Only Order, Supplemental Order, Retail Order, or RPI Order. In the 
case of a Market Maker Peg Order entered prior to 3:50 p.m. ET that is 
also designated to participate in the Nasdaq Closing Cross, the price 
of the Order for purposes of operating as an LOC Order will be 
established on entry and will not thereafter be pegged until after the 
completion of the Nasdaq Closing Cross. A Closing Cross/Extended Hours 
Order that is entered between 3:50 p.m. and the time of the Nasdaq 
Closing Cross will be (i) rejected if it has been assigned a Pegging 
Attribute, (ii) treated as an Imbalance Only Order and then entered 
into the System after the completion of the Nasdaq Closing Cross if 
entered through RASH, QIX, or FIX but not assigned a Pegging Attribute, 
and (iii) treated as an Imbalance Only Order and cancelled after the 
Nasdaq Closing Cross if entered through OUCH or FLITE. A Closing Cross/
Extended Hours Order entered through OUCH, FLITE, RASH, or FIX with a 
Time-in-Force other than IOC after the time of the Nasdaq Closing Cross 
will be accepted but the Nasdaq Closing Cross flag will be ignored. All 
other LOC Orders and Closing Cross/Extended Hours Orders entered at or 
after 3:50 p.m. ET will be rejected.\61\
---------------------------------------------------------------------------

    \61\ Details with regard to the treatment of LOC Orders entered 
after 3:55 p.m. reflect a substantive clarification to existing 
rules.
---------------------------------------------------------------------------

    <bullet> Participation in the Nasdaq Closing Cross is required for 
this Order Type.
Imbalance Only Order
    An ``Imbalance Only Order'' or ``IO Order'' is an Order entered 
with a price that may be executed only in the Nasdaq Closing Cross and 
only against MOC Orders or LOC Orders. IO Orders may be entered between 
4:00 a.m. ET until the time of execution of the Nasdaq Closing Cross, 
but may not [sic] cancelled or modified at or after 3:50 p.m. ET. 
Between 3:50 p.m. ET and immediately prior to 3:55 p.m. ET, however, an 
IO Order can be cancelled and/or modified if the Participant requests 
that Nasdaq correct a legitimate error in the Order (e.g., Side, Size, 
Symbol, or Price, or duplication of an Order). IO Orders cannot be 
cancelled or modified at or after 3:55 p.m. ET for any reason. If the 
price of an IO Order to buy (sell) is higher than (lower than) the 
highest bid (lowest offer) on the Nasdaq Book, the price of the IO 
Order will be modified repeatedly to equal the highest bid (lowest 
offer) on the Nasdaq Book; provided, however, that the price of the 
Order will not be moved beyond its stated limit price. Thus, for 
example, if an IO Order to buy was entered with a price of $11 and the 
current highest bid on the Nasdaq Book was $10.99, the IO Order would 
be priced at $10.99. If the highest bid subsequently became $10.98, the 
IO Order would again be repriced. However, if the highest bid moved to 
$11.01, the IO Order would not be repriced.
    The following Order Attributes may be assigned to an Imbalance Only 
Order:
    <bullet> Price.
    <bullet> Size.
    <bullet> Time-in-Force. An IO Order may execute only in the Nasdaq 
Closing Cross. An IO Order entered after the time of the Nasdaq Closing 
Cross will be rejected.
    <bullet> Participation in the Nasdaq Closing Cross is required for 
this Order Type.
Retail Price Improving Order and Retail Order
    These Order Types are currently described in Rule 4780 and were 
operated under a pilot program that expired on December 31, 2014. 
Because Nasdaq has opted not to extend this pilot, it is proposing to 
delete Rule 4780. Accordingly, these Order Types are not described in 
the restated rules.\62\
---------------------------------------------------------------------------

    \62\ Nasdaq's affiliate exchange, NASDAQ OMX BX, Inc., however, 
has recently adopted these Order Types. See Securities Exchange Act 
Release No. 73702 (November 28, 2014), 79 FR 72049 (December 4, 
2014) (SR-BX-2014-048).
---------------------------------------------------------------------------

Order Attributes
    Proposed Rule 4702 lists the Order Attributes that may be assigned 
to specific Order Types. Proposed Rule 4703 details the parameters of 
each Order Attribute.
Time-in-Force
    The ``Time-in-Force'' assigned to an Order means the period of time 
that the Nasdaq Market Center will hold the Order for potential 
execution. Participants specify an Order's Time-in-Force by designating 
a time at which the Order will become active and a time at which the 
Order will cease to be active. The available times for activating 
Orders are:
    <bullet> The time of the Order's receipt by the Nasdaq Market 
Center;
    <bullet> the Nasdaq Opening Cross (or 9:30 a.m. ET in the case of a 
security for which no Nasdaq Opening Cross occurs);
    <bullet> Market Hours, beginning after the completion of the Nasdaq 
Opening Cross (or at 9:30 a.m. ET in the case of a security for which 
no Nasdaq Opening Cross occurs);
    <bullet> the Nasdaq Closing Cross (or the end of Market Hours in 
the case of a security for which no Nasdaq Closing Cross occurs);
    <bullet> 8:00 a.m. ET, in the case of an Order using the SCAN 
routing strategy \63\ that is entered prior to 8:00 a.m. ET;
---------------------------------------------------------------------------

    \63\ The SCAN routing strategy is described in Rule 4758. The 
ability to enter a SCAN Order with at Time-in-Force that commences 
at 8:00 a.m. reflects a substantive clarification to existing rules.
---------------------------------------------------------------------------

    <bullet> the beginning of the Display-Only Period, in the case of a 
security that is the subject of a trading halt and for which trading 
will resume pursuant to a halt cross; and
    <bullet> the resumption of trading, in the case of a security that 
is the subject of a trading halt and for which trading resumes without 
a halt cross.
    The available times for deactivating Orders are:
    <bullet> ``Immediate'' (i.e., immediately after determining whether 
the Order is marketable);

[[Page 16063]]

    <bullet> the end of Market Hours;
    <bullet> the end of System Hours;
    <bullet> one year after entry; or
    <bullet> a specific time identified by the Participant; provided, 
however, that an Order specifying an expire time beyond the current 
trading day will be cancelled at the end of the current trading day.

    Notwithstanding the Time-in-Force originally designated for an 
Order, a Participant may always cancel an Order after it is entered.

    The following Times in Force are referenced elsewhere in Nasdaq's 
Rules by the designations noted below:
    <bullet> An Order that is designated to deactivate immediately 
after determining whether the Order is marketable may be referred to as 
having a Time in Force of ``Immediate or Cancel'' or ``IOC''. Except as 
provided in Rule 4702 with respect to Opening Cross/Market Hours Orders 
and Closing Cross/Extended Hours Orders, MOO, LOO, OIO, MOC, LOC and OI 
Orders all have a Time in Force of IOC, because they are designated for 
execution in the Nasdaq Opening Cross or the Nasdaq Closing Cross, as 
applicable, and are cancelled after determining whether they are 
executable in such cross. Such an Order may also be referred to as 
having a Time-in-Force of ``On Open'' or ``On Close'', respectively. An 
MOO, LOO, OIO, MOC, LOC or IO Order, or any other Order with a Time-in-
Force of IOC entered between 9:30 a.m. ET and 4:00 p.m. ET, may be 
referred to as having a Time-in-Force of ``Market Hours Immediate or 
Cancel'' or ``MIOC''. An Order with a Time-in-Force of IOC that is 
entered at any time between 4:00 a.m. ET and 8:00 p.m. ET may be 
referred to as having a Time-in-Force of ``System Hours Immediate or 
Cancel'' or ``SIOC''.
    <bullet> An Order that is designated to deactivate at 8:00 p.m. may 
be referred to as having a Time in Force of ``System Hours Day'' or 
``SDAY''.
    <bullet> An Order that is designated to deactivate one year after 
entry may be referred to as a ``Good-till-Cancelled'' or ``GTC'' Order. 
If a GTC Order is designated as eligible for execution during Market 
Hours only, it may be referred to as having a Time in Force of ``Market 
Hours Good-till-Cancelled'' or ``MGTC''. If a GTC is designated as 
eligible for execution during System Hours, it may be referred to as 
having a Time in Force of ``System Hours Good-till-Cancelled'' or 
``SGTC''.
    <bullet> An Order that is designated to deactivate at the time 
specified in advance by the entering Participant may be referred to as 
having a Time-in-Force of ``System Hours Expire Time'' or ``SHEX''.
    <bullet> An Order that is designated to activate at any time during 
Market Hours and deactivate at the completion of the Nasdaq Closing 
Cross may be referred to as having a Time-in-Force of ``Market Hours 
Day'' or ``MDAY''. An Order entered with a Time-in-Force of MDAY after 
the completion of the Nasdaq Closing Cross will be rejected.
    <bullet> An Order that is designated to activate when entered and 
deactivate at the completion of the Nasdaq Closing Cross may be 
referred to as having a Time in Force of ``Good-till-Market Close'' or 
``GTMC''. GTMC Orders entered after 4:00 p.m. ET will be rejected.
    <bullet> A Participant entering an Order using the SCAN routing 
strategy prior to 8:00 a.m. ET may designate the Order to activate upon 
entry, or at 8:00 a.m. ET. The latter option may be referred to as 
``ESCN''.
Size
    Except as otherwise provided, an Order may be entered in any whole 
share size between one share and 999,999 shares. Orders for fractional 
shares are not permitted. The following terms may be used to describe 
particular Order sizes:
    <bullet> ``normal unit of trading'' or ``round lot'' means the size 
generally employed by traders when trading a particular security, which 
is 100 shares in most instances;
    <bullet> ``mixed lot'' means a size of more than one normal unit of 
trading but not a multiple thereof; and
    <bullet> ``odd lot'' means a size of less than one normal unit of 
trading.
Price
    With limited exceptions, all Orders must have a price, such that 
they will execute only if the price available is equal to or better 
than the price of the Order. The maximum price that the System will 
accept is $199,999.99. MOO and MOC Orders are not assigned a price by 
the entering party and execute at the price of the Nasdaq Opening Cross 
and Nasdaq Closing Cross, respectively. Moreover, certain Orders have a 
price that is determined by the Nasdaq Market Center based on the NBBO 
or other reference prices, rather than by the Participant. As described 
below with respect to the Pegging Order Attribute, an Order may have a 
price that it pegged to the opposite side of the market, in which case 
the Order will behave like a ``market order'' or ``unpriced order'' 
(i.e., an Order that executes against accessible liquidity on the 
opposite side of the market, regardless of its price).
Pegging
    Pegging is an Order Attribute that allows an Order to have its 
price automatically set with reference to the NBBO; provided, however, 
that if Nasdaq is the sole market center at the Best Bid or Best Offer 
(as applicable), then the price of any Displayed Order with Pegging 
will be set with reference to the highest bid or lowest offer 
disseminated by a market center other than Nasdaq.\64\ An Order with a 
Pegging Order Attribute may be referred to as a ``Pegged Order.'' The 
price to which an Order is pegged is referred to as the Inside 
Quotation, the Inside Bid, or the Inside Offer, as appropriate. There 
are three varieties of Pegging:
---------------------------------------------------------------------------

    \64\ This is the case because otherwise the Pegged Order would 
become pegged to itself it set the NBBO.
---------------------------------------------------------------------------

    <bullet> Primary Pegging means Pegging with reference to the Inside 
Quotation on the same side of the market. For example, if the Inside 
Bid was $11, an Order to buy with Primary Pegging would be priced at 
$11.
    <bullet> Market Pegging means Pegging with reference to the Inside 
Quotation on the opposite side of the market. For example, if the 
Inside Offer was $11.06, an Order to buy with Market Pegging would be 
priced at $11.06.
    <bullet> Midpoint Pegging means Pegging with reference to the 
midpoint between the Inside Bid and the Inside Offer (the 
``Midpoint''). Thus, if the Inside Bid was $11 and the Inside Offer was 
$11.06, an Order with Midpoint Pegging would be priced at $11.03. An 
Order with Midpoint Pegging is not displayed. An Order with Midpoint 
Pegging may be executed in sub-pennies if necessary to obtain a 
midpoint price.

Pegging is available only during Market Hours. An Order with Pegging 
may specify a limit price beyond which the Order may not be executed; 
provided, however, that if an Order has been assigned a Pegging Order 
Attribute and a Discretion Order Attribute, the Order may execute at 
any price within the discretionary price range, even if beyond the 
limit price specified with respect to the Pegging Order Attribute. If 
an Order with Pegging is priced at its limit price, the price of the 
Order may nevertheless be changed to a less aggressive price based on 
changes to the Inside Quotation.\65\ In addition, an Order with Primary 
Pegging or Market Pegging may specify an Offset Amount,

[[Page 16064]]

such that the price of the Order will vary from the Inside Quotation by 
the selected Offset Amount. The Offset Amount may be either aggressive 
or passive. Thus, for example, if a Participant entered an Order to buy 
with Primary Pegging and a passive Offset Amount of $0.05 and the 
Inside Bid was $11, the Order would be priced at $10.95. If the 
Participant selected an aggressive Offset Amount of $0.02, however, the 
Order would be priced at $11.02. An Order with Primary Pegging and an 
Offset Amount will not be Displayed, unless the Order is Attributable. 
An Order with Midpoint Pegging will not be Displayed. An Order with 
Market Pegging and no Offset behaves as a ``market order'' with respect 
to any liquidity on the Nasdaq Book at the Inside Quotation on the 
opposite side of the market because it is immediately executable at 
that price. If, at the time of entry, there is no price to which a 
Pegged Order can be pegged, the Order will be rejected. In the case of 
an Order with Midpoint Pegging, if the Inside Bid and Inside Offer are 
locked, the Order will be priced at the locking price, if the Inside 
Bid and Inside Offer are crossed, the Order will nevertheless be priced 
at the midpoint between the Inside Bid and Inside Offer, and if there 
is no Inside Bid and/or Inside Offer, the Order will be rejected.
---------------------------------------------------------------------------

    \65\ For example, if an Order to buy with Primary Pegging is 
entered with a limit price of $11.05 at a time when the Inside Bid 
is $11, the initial price of the Order will be $11. If, thereafter, 
the Inside Bid changes to $11.05, $11.06, and $11.04, the price of 
the Order at such times will be $11.05, $11.05, and $11.04.
---------------------------------------------------------------------------

    Primary Pegging and Market Pegging are available through RASH, QIX, 
and FIX only. An Order entered through OUCH or FLITE with Midpoint 
Pegging will have its price set upon initial entry to the Midpoint, 
unless the Order has a limit price that is lower than the Midpoint for 
an Order to buy (higher than the Midpoint for an Order to sell), in 
which case the Order will be ranked on the Nasdaq Book at its limit 
price. Thereafter, if the NBBO changes so that the Midpoint is lower 
than (higher than) the price of an Order to buy (sell), the Pegged 
Order will be cancelled back to the Participant.
    An Order entered through RASH, QIX or FIX with Pegging will have 
its price set upon initial entry and will thereafter have its price 
reset in accordance with changes to the relevant Inside Quotation. An 
Order with Pegging receives a new timestamp whenever its price is 
updated and therefore will be evaluated with respect to possible 
execution (and routing, if it has been assigned a Routing Order 
Attribute) in the same manner as a newly entered Order. If the price to 
which an Order is pegged is not available, the Order will be rejected.
    Pegging functionality allows a Participant to have the System 
adjust the price of the Order continually in order to keep the price 
within defined parameters. Thus, the System performs price adjustments 
that would otherwise be performed by the Participant through 
cancellation and reentry of Orders. The fact that a new timestamp is 
created for a Pegged Order whenever it has its price adjusted allows 
the Order to seek additional execution opportunities and ensures that 
the Order does not ``jump the queue'' with respect to any Orders that 
were previously at the Pegged Order's new price level.
    If an Order with Primary Pegging is updated 1,000 times, it will be 
cancelled; if an Order with other forms of Pegging is updated 10,000 
times, it will be cancelled. This restriction is designed to conserve 
System resources by limiting the persistence of Orders that update 
repeatedly without any reasonable prospect of execution.
Minimum Quantity
    Minimum Quantity is an Order Attribute that allows a Participant to 
provide that an Order will not execute unless a specified minimum 
quantity of shares can be obtained. Thus, the functionality serves to 
allow a Participant that may wish to buy or sell a large amount of a 
security to avoid signaling its trading interest unless it can purchase 
a certain minimum amount. An Order with a Minimum Quantity Order 
Attribute may be referred to as a ``Minimum Quantity Order.'' For 
example, a Participant could enter an Order with a Size of 1000 shares 
and specify a Minimum Quantity of 500 shares.
    A Participant may specify two alternatives with respect to the 
processing of a Minimum Quantity Order at time of entry:
    <bullet> First, the Participant may specify that the minimum 
quantity condition may be satisfied by execution against multiple 
Orders. In that case, upon entry, the System would determine whether 
there were one or more posted Orders executable against the incoming 
Order with an aggregate size of at least the minimum quantity (500 
shares in the above example). If there were not, the Order would post 
on the Nasdaq Book in accordance with the characteristics of its 
underlying Order Type.
    <bullet> Second, the Participant may specify that the minimum 
quantity condition must be satisfied by execution against one or more 
Orders, each of which must have a size that satisfies the minimum 
quantity condition. If there are such Orders but there are also other 
Orders that do not satisfy the minimum quantity condition, the Minimum 
Quantity Order will be partially executed and the remainder of the 
Order will be cancelled. For example, if a Participant entered an Order 
to buy at $11 with a size of 1,500 shares and a minimum quantity 
condition of 500 shares, and there were three Orders to sell at $11 on 
the Nasdaq Book, two with a size of 500 shares each and one with a size 
of 200 shares, the two 500 share Orders would execute and the remainder 
of the Minimum Quantity Order would be cancelled. Alternatively, if the 
Order would lock or cross Orders on the Nasdaq Book but none of the 
resting Orders would satisfy the minimum quantity condition, an Order 
with a minimum quantity condition to buy (sell) will be repriced to one 
minimum price increment lower than (higher than) the lowest price 
(highest price) of such Orders. For example, if there was an Order to 
buy at $11 with a minimum quantity condition of 500 shares, and there 
were resting Orders on the Nasdaq Book to sell 200 shares at $10.99 and 
300 shares at $11, the Order would be repriced to $10.98 and ranked at 
that price.

Once posted to the Nasdaq Book, a Minimum Quantity Order retains its 
Minimum Quantity Order Attribute, such that the Order may execute only 
against incoming Orders with a size of at least the minimum quantity 
condition. An Order that has a Minimum Quantity Order Attribute and 
that posts to the Nasdaq Book will not be displayed.
    Upon entry, an Order with a Minimum Quantity Order Attribute must 
have a size of at least one round lot. An Order entered through OUCH or 
FLITE may have a minimum quantity condition of any size of at least one 
round lot. An Order entered through RASH, QIX or FIX must have a 
minimum quantity of one round lot or any multiple thereof, and a mixed 
lot minimum quantity condition will be rounded down to the nearest 
round lot. In the event that the shares remaining in the size of an 
Order with a Minimum Quantity Order Attribute following a partial 
execution thereof are less than the minimum quantity specified by the 
Participant entering the Order, the minimum quantity value of the Order 
will be reduced to the number of shares remaining. An Order with a 
Minimum Quantity Order Attribute may not be displayed; if a Participant 
marks an Order with both a Minimum Quantity Order Attribute and a 
Display Order Attribute, the System will accept the Order but will give 
a Time-in-Force of IOC, regardless of the Time-in-Force marked by the 
Participant. An Order marked with a Minimum Quantity

[[Page 16065]]

Order Attribute and a Routing Order Attribute will be rejected.
Routing
    Routing is an Order Attribute that allows a Participant to 
designate an Order to employ one of several Routing Strategies offered 
by Nasdaq, as described in Rule 4758; such an Order may be referred to 
as a ``Routable Order.'' Upon receipt of an Order with the Routing 
Order Attribute, the System will process the Order in accordance with 
the applicable Routing Strategy. In the case of a limited number of 
Routing Strategies, the Order will be sent directly to other market 
centers for potential execution. For most other Routing Strategies, the 
Order will attempt to access liquidity available on Nasdaq in the 
manner specified for the underlying Order Type and will then be routed 
in accordance with the applicable Routing Strategy. Shares of the Order 
that cannot be executed are then returned to Nasdaq, where they will 
(i) again attempt to access liquidity available on Nasdaq and (ii) post 
to the Nasdaq Book or be cancelled, depending on the Time-in-Force of 
the Order. Under certain Routing Strategies, the Order may be routed 
again if the System observes an accessible quotation of another market 
center, and returned to Nasdaq again for potential execution and/or 
posting to the Nasdaq Book.
    In connection with the trading of securities governed by Regulation 
NMS, all Orders shall be routed for potential execution in compliance 
with Regulation NMS. Where appropriate, Routable Orders will be marked 
as Intermarket Sweep Orders.
Discretion
    Discretion is an Order Attribute under which an Order has a non-
displayed discretionary price range within which the entering 
Participant is willing to trade; such an Order may be referred to as a 
``Discretionary Order.'' \66\ Thus, an Order with Discretion has both a 
price (for example, buy at $11) and a discretionary price range (for 
example, buy up to $11.03). Depending on the Order Type used, the price 
may be displayed (for example, a Price to Display Order) or non-
displayed (for example, a Non-Displayed Order). The discretionary price 
range is always non-displayed. In addition, it should be noted that the 
Discretion Order Attribute may be combined with the Pegging Order 
Attribute, in which case either the price of the Order or the 
discretionary price range or both may be pegged in the ways described 
in Rule 4702(d) with respect to the Pegging Order Attribute. For 
example, an Order with Discretion to buy might be pegged to the Best 
Bid with a $0.05 passive Offset and might have a discretionary price 
range pegged to the Best Bid with a $0.02 passive Offset. In that case, 
if the Best Bid was $11, the price of the Order would be $10.95, with a 
discretionary price range up to $10.98. If the Best Bid moved to 
$10.99, the price of the Order would then be $10.94, with a 
discretionary price range up to $10.97. Alternatively, if the price of 
the Order was pegged but the discretionary price range was not, the 
price of the Order would be $10.94, but the discretionary price range 
would continue to range up to $10.98. Likewise, if the discretionary 
price range was pegged but the price of the Order was not, the Order 
would remain priced at $10.95 but with a discretionary price range of 
up to $10.97. A Participant may also specify a limit price beyond which 
the discretionary price range may not extend.
---------------------------------------------------------------------------

    \66\ The proposed rule text reflects a substantive clarification 
to the existing description of Discretionary Orders.
---------------------------------------------------------------------------

    Under the circumstances described below, the Nasdaq Market Center 
processes an Order with Discretion by generating a Non-Displayed Order 
with a Time-in-Force of IOC (a ``Discretionary IOC'') that will attempt 
to access liquidity available within the discretionary price range. The 
Discretionary IOC will not be permitted to execute, however, if the 
price of the execution would trade through a Protected Quotation. If 
more than one Order with Discretion satisfies conditions that would 
cause the generation of a Discretionary IOC simultaneously, the order 
in which such Discretionary IOCs are presented for execution is random, 
based on the respective processing time for each such Order. Whenever a 
Discretionary IOC is generated, the underlying Order with Discretion 
will be withheld or removed from the Nasdaq Book and will then be 
routed and/or placed on the Nasdaq Book if the Discretionary IOC does 
not exhaust the full size of the underlying Order with Discretion, with 
its price determined by the underlying Order Type and Order Attributes 
selected by the Participant.\67\ Because the circumstances under which 
a Discretionary IOC will be generated are dependent upon a range of 
factors, several specific scenarios are described below.
---------------------------------------------------------------------------

    \67\ It should be noted that a Discretionary IOC is deemed to be 
accessing liquidity for purposes of Nasdaq's schedule of fees and 
rebates, unless one Discretionary IOC executes against another 
Discretionary IOC, in which case the Order that had reached the 
Nasdaq Book first would be deemed to provide liquidity. See Rule 
7018(d). Thus, a Participant may not use a Discretionary IOC to 
obtain a rebate for accessing previously posted liquidity.
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    <bullet> If an Order has been assigned a Discretion Order 
Attribute, but has not been assigned a Routing Order Attribute, upon 
entry of the Order, the Nasdaq Market Center will automatically 
generate a Discretionary IOC with a price equal to the highest price 
for an Order with Discretion to buy (lowest price for an Order with 
Discretion to sell) within the discretionary price range and a size 
equal to the full size of the underlying Order to determine if there 
are any Orders within the discretionary price range on the Nasdaq Book. 
If the Discretionary IOC does not exhaust the full size of the Order 
with Discretion, the remaining size of the Order with Discretion will 
post to the Nasdaq Book in accordance with the parameters that apply to 
the underlying Order Type. Thus, for example, if a Participant enters a 
Price to Display Order to buy at $11 with a discretionary price range 
of up to $11.03, upon entry the Nasdaq Market Center will generate a 
Discretionary IOC to buy priced at $11.03. If there is an Order on the 
Nasdaq Book to sell priced at $11.02 and an execution at $11.02 would 
not trade through a Protected Quotation, the Discretionary IOC will 
execute against the Order on the Nasdaq Book, up to the full size of 
each Order. Any remaining size of the Price to Display Order would post 
to the Nasdaq Book in accordance with its parameters.
    <bullet> After the Order posts to the Nasdaq Book, the Nasdaq 
Market Center System will examine whether at any time there is an Order 
on the Nasdaq Book with a price in the discretionary price range 
against which the Order with Discretion could execute. In doing so, the 
Nasdaq Market Center System will examine all Orders (including Orders 
that are not Displayed). If the Nasdaq Market Center System observes 
such an Order, it will generate a Discretionary IOC with a price equal 
to the highest price for an Order to buy (lowest price for an Order to 
sell) within the discretionary price range and a size equal to the full 
size of the Order.
    <bullet> If an Order that uses a passive routing strategy (i.e., a 
strategy such as SCAN \68\ that does not seek routing opportunities 
after posting to the Nasdaq Book) has been assigned a Discretion Order 
Attribute but does not have a pegged discretionary price range,

[[Page 16066]]

upon entry of the Order, the Nasdaq Market Center will examine all 
Orders (including Orders that are not Displayed) on the Nasdaq Book to 
determine if there is an Order on the Nasdaq Book with a price in the 
discretionary price range against which the Order with Discretion could 
execute. If the Nasdaq Market Center System observes such an Order, it 
will generate a Discretionary IOC with a price equal to the price of 
the Order on the Nasdaq Book and a size equal to the applicable size of 
the Order on the Nasdaq Book. The Nasdaq Market Center System will also 
determine if there are any accessible quotations with prices that are 
within the discretionary price range at destinations on the applicable 
routing table for the selected routing strategy. If there are such 
quotations, the Nasdaq Market Center System will generate one or more 
Discretionary IOCs to route to such destinations, with a price and size 
that match the price and size of the market center's quotation. If 
necessary to maximize execution opportunities and comply with 
Regulation NMS, the System's routing broker may mark such Discretionary 
IOCs as Intermarket Sweep Orders. If the Discretionary IOC(s) do not 
exhaust the full size of the Order with Discretion, the remaining size 
of the Order with Discretion will post to the Nasdaq Book in accordance 
with the parameters that apply to the underlying Order Type. The Nasdaq 
Market Center System will then examine whether at any time there is an 
Order on the Nasdaq Book with a price in the discretionary price range 
against which the Order with Discretion could execute. In doing so, the 
Nasdaq Market Center System will examine all Orders (including Orders 
that are not Displayed). If the Nasdaq Market Center System observes 
such an Order, it will generate a Discretionary IOC with a price equal 
to the price of the Order on the Nasdaq Book and a size equal to the 
applicable size of the Order on the Nasdaq Book.
---------------------------------------------------------------------------

    \68\ The SCAN routing strategy is described in Rule 4758.
---------------------------------------------------------------------------

    <bullet> If an Order that uses a reactive routing strategy (i.e., a 
strategy such as STGY \69\ that seeks routing opportunities after 
posting to the Nasdaq Book) has been assigned a Discretion Order 
Attribute but does not have a pegged discretionary price range, upon 
entry of the Order, the Nasdaq Market Center will examine all Orders 
(including Orders that are not Displayed) on the Nasdaq Book to 
determine if there is an Order on the Nasdaq Book with a price in the 
discretionary price range against which the Order with Discretion could 
execute. If the Nasdaq Market Center System observes such an Order, it 
will generate a Discretionary IOC with a price equal to the price of 
the Order on the Nasdaq Book and a size equal to the applicable size of 
the Order on the Nasdaq Book. The Nasdaq Market Center System will also 
determine if there are any accessible quotations with prices that are 
within the discretionary price range at destinations on the applicable 
routing table for the selected routing strategy. If there are such 
quotations, the Nasdaq Market Center System will generate one or more 
Discretionary IOCs to route to such destinations, with a price and size 
that match the price and size of the market center's quotation. If 
necessary to maximize execution opportunities and comply with 
Regulation NMS, the System may mark such Discretionary IOCs as 
Intermarket Sweep Orders. If the Discretionary IOC(s) do not exhaust 
the full size of the Order with Discretion, the remaining size of the 
Order with Discretion will post to the Nasdaq Book in accordance with 
the parameters that apply to the underlying Order Type. The Nasdaq 
Market Center System will then examine whether at any time there is an 
Order on the Nasdaq Book or an accessible quotation at another trading 
venue with a price in the discretionary price range against which the 
Order with Discretion could execute. In examining the Nasdaq Book, the 
Nasdaq Market Center System will examine all Orders (including Orders 
that are not Displayed). If the Nasdaq Market Center System observes 
such an Order or quotation, it will generate a Discretionary IOC with a 
price equal to the price of such the Order or quotation and a size 
equal to the applicable size of the Order on the Nasdaq Book or the 
displayed size of the quotation.
---------------------------------------------------------------------------

    \69\ The STGY routing strategy is described in Rule 4758.
---------------------------------------------------------------------------

    <bullet> If an Order that uses a passive routing strategy has been 
assigned a Discretion Order Attribute and does have a pegged 
discretionary price range, upon entry of the Order, the Nasdaq Market 
Center will examine all Orders (including Orders that are not 
Displayed) on the Nasdaq Book to determine if there is an Order on the 
Nasdaq Book with a price in the discretionary price range against which 
the Order with Discretion could execute. If the Nasdaq Market Center 
System observes such an Order, it will generate a Discretionary IOC 
with a price equal to the price of the Order on the Nasdaq Book and a 
size equal to the applicable size of the Order on the Nasdaq Book. The 
Nasdaq Market Center System will also determine if there are any 
accessible quotations with prices that are within the discretionary 
price range at destinations on the applicable routing table for the 
selected routing strategy. If there are such quotations, the Nasdaq 
Market Center System will generate one or more Discretionary IOCs to 
route to such destinations, with a price and size that match the price 
and size of the market center's quotation. If necessary to maximize 
execution opportunities and comply with Regulation NMS, the System may 
mark such Discretionary IOCs as Intermarket Sweep Orders. If the 
Discretionary IOC(s) do not exhaust the full size of the Order with 
Discretion, the remaining size of the Order with Discretion will post 
to the Nasdaq Book in accordance with the parameters that apply to the 
underlying Order Type. Thereafter, the Order will not generate further 
Discretionary IOCs unless the Order is updated in a manner that causes 
it to receive a new timestamp, in which case the Order will behave in 
the same manner as a newly entered Order.
    <bullet> If an Order that uses a reactive routing strategy has been 
assigned a Discretion Order Attribute and does have a pegged 
discretionary price range, upon entry of the Order, the Nasdaq Market 
Center will examine all Orders (including Orders that are not 
Displayed) on the Nasdaq Book to determine if there is an Order on the 
Nasdaq Book with a price in the discretionary price range against which 
the Order with Discretion could execute. If the Nasdaq Market Center 
System observes such an Order, it will generate a Discretionary IOC 
with a price equal to the price of the Order on the Nasdaq Book and a 
size equal to the applicable size of the Order on the Nasdaq Book. The 
Nasdaq Market Center System will also determine if there are any 
accessible quotations with prices that are within the discretionary 
price range at destinations on the applicable routing table for the 
selected routing strategy. If there are such quotations, the Nasdaq 
Market Center System will generate one or more Discretionary IOCs to 
route to such destinations, with a price and size that match the price 
and size of the market center's quotation. If necessary to maximize 
execution opportunities and comply with Regulation NMS, the System may 
mark such Discretionary IOCs as Intermarket Sweep Orders. If the 
Discretionary IOC(s) do not exhaust the full size of the Order with 
Discretion, the remaining size of the Order with Discretion will post 
to the Nasdaq Book in accordance with the

[[Page 16067]]

parameters that apply to the underlying Order Type. The Nasdaq Market 
Center System will then examine whether at any time there is an Order 
on the Nasdaq Book or an accessible quotation at another trading venue 
with a price in the discretionary price range against which the Order 
with Discretion could execute. In examining the Nasdaq Book, the Nasdaq 
Market Center System will examine Displayed Orders but will not examine 
Non-Displayed Orders. If the Nasdaq Market Center System observes such 
an Order or quotation, it will generate a Discretionary IOC with a 
price equal to the price of such the Order or quotation and a size 
equal to the applicable size of the Order on the Nasdaq Book or the 
displayed size of the quotation.
Reserve Size
    Reserve Size is an Order Attribute that permits a Participant to 
stipulate that an Order Type that is displayed may have its displayed 
size replenished from additional non-displayed size. An Order with 
Reserve Size may be referred to as a ``Reserve Order.'' At the time of 
entry, the displayed size of such an Order selected by the Participant 
must be one or more normal units of trading; an Order with a displayed 
size of a mixed lot will be rounded down to the nearest round lot. A 
Reserve Order with displayed size of an odd lot will be accepted but 
with the full size of the Order displayed. Reserve Size is not 
available for Orders that are not displayed; provided, however, that if 
a Participant enters Reserve Size for a Non-Displayed Order with a 
Time-in-Force of IOC, the full size of the Order, including Reserve 
Size, will be processed as a Non-Displayed Order.
    Whenever a Participant enters an Order with Reserve Size, the 
Nasdaq Market Center will process the Order as two Orders: A Displayed 
Order (with the characteristics of its selected Order Type) and a Non-
Displayed Order. Upon entry, the full size of each such Order will be 
processed for potential execution in accordance with the parameters 
applicable to the Order Type. For example, a Participant might enter a 
Price to Display Order with 200 shares displayed and an additional 
3,000 shares non-displayed. Upon entry, the Order would attempt to 
execute against available liquidity on the Nasdaq Book, up to 3,200 
shares. Thereafter, unexecuted portions of the Order would post to the 
Nasdaq Book as a Displayed Price to Display Order and a Non-Displayed 
Order; provided, however, that if the remaining total size is less than 
the display size stipulated by the Participant, the Displayed Order 
will post without Reserve Size. Thus, if 3,050 shares executed upon 
entry, the Price to Display Order would post with a size of 150 shares 
and no Reserve Size.
    When an Order with Reserve Size is posted, if there is an execution 
against the Displayed Order that causes its size to decrease below a 
normal unit of trading, another Displayed Order will be entered at the 
level stipulated by the Participant while the size of the Non-Displayed 
Order will be reduced by the same amount. Any remaining size of the 
original Displayed Order will remain on the NASDAQ Book. The new 
Displayed Order will receive a new timestamp, but the Non-Displayed 
Order (and the original Displayed Order, if any) will not; although the 
new Displayed Order will be processed by the System as a new Order in 
most respects at that time, if it was designated as Routable, the 
System will not automatically route it upon reentry. For example, if a 
Price to Comply Order with Reserve Size posted with a Displayed Size of 
200 shares, along with a Non-Displayed Order of 3,000 and the 150 
shares of the Displayed Order was executed, the remaining 50 shares of 
the original Price to Comply Order would remain, a new Price to Comply 
Order would post with a size of 200 shares and a new timestamp, and the 
Non-Displayed Order would be decremented to 2,800 shares.\70\
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    \70\ Because the Displayed Order is reentered and the Non-
Displayed Order is not, there are circumstances in which the 
Displayed Order may receive a different price than the Non-Displayed 
Order. For example, if, upon reentry, a Price to Display Order would 
lock or cross a newly posted Protected Quotation, the price of the 
Order will be adjusted but its associated Non-Displayed Order would 
not be adjusted. In that circumstance, it would be possible for the 
better priced Non-Displayed Order to execute prior to the Price to 
Display Order.
---------------------------------------------------------------------------

    A Participant may stipulate that the Displayed Order should be 
replenished to its original size. Alternatively, the Participant may 
stipulate that the original and subsequent displayed size will be an 
amount randomly determined based on factors selected by the 
Participant.\71\ Specifically, the Participant would select both a 
theoretical displayed size and a range size, which may be any share 
amount less than the theoretical displayed size. The actual displayed 
size will then be determined by the System within a range in which the 
minimum size is the theoretical displayed size minus the range size, 
and the maximum size is (i) the minimum size plus (ii) an amount that 
is two times the range size minus one round lot. For example, if the 
theoretical displayed size is 600 shares and the range size is 500, the 
minimum displayed size will be 100 shares (600-500), and the maximum 
size will be 1,000 shares ((600-500) + ((2 x 500)-100)).
---------------------------------------------------------------------------

    \71\ The ability to specify a random size reflects a substantive 
clarification of existing rules.
---------------------------------------------------------------------------

    When the Displayed Order with Reserve Size is executed and 
replenished, applicable market data disseminated by Nasdaq will show 
the execution and decrementation of the Displayed Order, followed by 
replenishment of the Displayed Order. In all cases, if the remaining 
size of the Non-Displayed Order is less than the fixed or random amount 
stipulated by the Participant, the full remaining size of the Non-
Displayed Order will be displayed and the Non-Displayed Order will be 
removed.
Attribution
    Attribution is an Order Attribute that permits a Participant to 
designate that the price and size of the Order will be displayed next 
to the Participant's MPID in market data disseminated by Nasdaq. An 
Order with Attribution is referred to as an ``Attributable Order'' and 
an Order without attribution is referred to as a ``Non-Attributable 
Order.''
Intermarket Sweep Order
    Designation of an Order as an Intermarket Sweep Order, or ISO, is 
an Order Attribute that allows the Order to be executed within the 
Nasdaq Market Center by Participants at multiple price levels without 
respect to Protected Quotations of other market centers within the 
meaning of Rule 600(b) under Regulation NMS. ISOs are immediately 
executable within the Nasdaq Market Center against Orders against which 
they are marketable. An Order designated as an ISO may not be assigned 
a Routing Order Attribute; provided, however, that an Order using the 
Directed Order strategy may be designated as an ISO with respect to the 
market center to which it is directed.\72\ In connection with the 
trading of securities governed by Regulation NMS, Intermarket Sweep 
Orders shall be executed exclusively within the System and the entering 
Participant shall be responsible for compliance with Rules 610 and 611 
under Regulation NMS with respect to order protection and locked and 
crossed markets with respect to such Orders. Orders eligible for 
execution outside the System shall be processed in compliance with 
Regulation NMS, including accessing Protected Quotations and resolving

[[Page 16068]]

locked and crossed markets, as instructed.
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    \72\ In addition, Orders that are assigned a Routing Order 
Attribute may be designated as ISOs by Nasdaq when routed to other 
market centers to maximize their opportunities for execution.
---------------------------------------------------------------------------

    Simultaneously with the routing of an ISO to the System, one or 
more additional limit orders, as necessary, are routed by the entering 
Participant to execute against the full displayed size of any Protected 
Quotation with a price that is superior to the price of the Order 
identified as an Intermarket Sweep Order (as defined in Rule 600(b) 
under Regulation NMS). These additional routed orders must be 
identified as Intermarket Sweep Orders.
    Upon receipt of an ISO, the System will consider the stated price 
of the ISO to be available for other Orders to be entered at that 
price, unless the ISO is not itself accepted at that price level (for 
example, a Post-Only Order that has its price adjusted to avoid 
executing against an Order on the Nasdaq Book) or the ISO is not 
Displayed.\73\
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    \73\ Thus, for example, a Non-Displayed Order with a Time-in-
Force of IOC marked ISO could execute against Orders on the Nasdaq 
Book. However, the price level of the Non-Displayed Order would be 
considered open for Orders to post only if applicable market data 
showed that the price level was available.
---------------------------------------------------------------------------

    In addition, as described with respect to various Order Types, such 
as the Price to Comply Order, Orders on the Nasdaq Book that had their 
price adjusted may be eligible to be reentered at the stated price of 
the ISO. For example, if a Price to Comply Order to buy at $11 would 
lock a Protected Offer at $11, the Price to Comply Order will be posted 
with a non-displayed price of $11 and a displayed price of $10.99. If 
the System then receives an ISO to buy at $11, the ISO will be posted 
at $11 and the Price to Comply Order will be reentered at $11 (if the 
Participant opted to have its Orders reentered). The respective 
priority of such reentered Orders will be maintained among multiple 
repriced Orders; however, other new Orders may also be received after 
receipt of the ISO but before the repricing of the Price to Comply 
Order is complete; accordingly, the priority of an Order on the Nasdaq 
Book vis-[agrave]-vis a newly entered Order is not guaranteed.
Display
    Display is an Order Attribute that allows the price and size of an 
Order to be displayed to market participants via market data feeds. All 
Orders that are Attributable are also displayed, but an Order may be 
displayed without being Attributable. As discussed in Rule 4702, a Non-
Displayed Order is a specific Order Type, but other Order Types may 
also be non-displayed if they are not assigned a Display Order 
Attribute; however, depending on context, all Orders that are not 
displayed may be referred to as ``Non-Displayed Orders.'' An Order with 
a Display Order Attribute may be referred to as a ``Displayed Order.''
Participation in the Nasdaq Opening Cross or the Nasdaq Closing Cross
    All Order Types except Supplemental Orders, Retail Orders, and RPI 
Orders participate in the Nasdaq Opening Cross and/or the Nasdaq 
Closing Cross if the Order has a Time-in-Force that would cause the 
Order to be in effect at the time of the Nasdaq Opening Cross and/or 
Nasdaq Closing Cross. MOO Orders, LOO Orders, and IOI Orders 
participate in the Nasdaq Opening Cross in the manner specified in Rule 
4752. Other Order Types eligible to participate in the Nasdaq Opening 
Cross operate as ``Market Hours Orders'' or ``Open Eligible Interest'' 
as specified in Rule 4752. MOC Orders, LOC Orders and IO Orders 
participate in the Nasdaq Closing Cross in the manner specified in Rule 
4754. Other Order Types eligible to participate in the Nasdaq Closing 
Cross operate as ``Close Eligible Interest'' in the manner specified in 
Rule 4754.
Statistics on Order Types Usage
    Although Nasdaq, like many exchanges, offers a wide range of 
possible combinations of Order Types and Order Attributes in order to 
provide options that support of [sic] a range of legitimate trading 
strategies, Nasdaq believes that an analysis of the extent of usage of 
particular Order Type permutations is important to promoting a deeper 
understanding of current market structure. Based on analysis of a month 
of data for the period from August 26, 2013 through September 29, 2013, 
Nasdaq offers the following observations about the usage of different 
Order Types on its market:
    <bullet> 23.38% of entered Order volume was Price to Comply Orders 
with no Order Attributes other than price and size. Such Orders were 
involved in 10.67% of execution volume.\74\ Price to Display Orders 
with no special Order Attributes accounted for 0.82% of Order volume 
and 0.16% of execution volume.
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    \74\ Data about executions reflect both sides of a trade in 
instances where trades executed on Nasdaq and one side of a trade in 
instances where a Routable Order executed at another market center. 
The data does not include information about Orders with a Time-in-
Force of GTC to the extent that such Orders executed on a day after 
the day of their original entry.
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    <bullet> 28.22% of entered Order volume was Post-Only Orders with 
no Order Attributes other than price and size. Such Orders were 
involved in 11.79% of execution volume.
    <bullet> Non-Displayed Orders with a Time-in-Force of IOC and no 
special Order Attributes accounted for 4.25% of entered Order volume 
and 14.03% of execution volume. Non-Displayed Orders with a Time-in-
Force of IOC marked as ISOs but with no other special Order Attributes 
accounted for 2.17% of entered Order volume and 23.89% of execution 
volume.
    <bullet> Non-Displayed Orders with a Time-in-Force longer than IOC 
but no special Order Attributes accounted for 19.15% of entered Order 
volume and 1.48% of execution volume.
    <bullet> Post-Only Orders marked ISO but with no other special 
Order Attributes accounted for 7.65% of entered Order volume and 6.75% 
of execution volume. Price to Comply Orders marked ISO but with no 
other special Order Attributes accounted for 2.75% of entered Order 
volume and 1.24% of execution volume.
    <bullet> MOO, LOO, IOI, MOC, LOC and IO Orders accounted for 1.3% 
of entered Order volume and 8.73% of execution volume.
    <bullet> All other Order Type and Order Attribute combinations 
accounted for 10.31% of entered Order volume and 21.27% of execution 
volume. Of these, the predominant Order Type was Price to Comply Orders 
using special Order Attributes, accounting for 4.94% of entered Order 
volume and 15.82% of execution volume. Moreover, in the case of 76.15% 
of the entered volume and 61.82% of the executed volume of these Orders 
(i.e., Price to Comply Orders using special Order Attributes), the only 
special Order Attributes being used were Routing and/or Reserve Size.
    Thus, while a range of combinations of Order Types and Order 
Attributes can exist in Nasdaq, Nasdaq believes that these data support 
the conclusion that many of these possible combinations are not used to 
any appreciable extent. Rather, the vast majority of Order entry and 
Order execution volume is attributable to a small number of simple 
combinations: IOC Orders designed to access posted liquidity, various 
forms of priced limit Orders designed to access available liquidity and 
thereafter post to the Nasdaq Book to provide liquidity, and Post-Only 
Orders, which promote price discovery by offering displayed liquidity 
at a price that may narrow the bid/offer spread on Nasdaq and/or 
provide price improvement to subsequent Orders. The inclusion of an ISO 
Order Attribute on Orders is done in full compliance with Regulation 
NMS and serves to provide notice to Nasdaq that liquidity has been 
accessed on other markets at a given price level in

[[Page 16069]]

order to allow it to post liquidity on Nasdaq at that price. While 
Nasdaq does not believe that its Order Type offerings are excessively 
complex, given the relatively limited usage of certain Order Types and 
Order Attributes, Nasdaq is continuing to analyze whether changes may 
be made to eliminate any Order Types, Order Attributes, or permissible 
combinations in a manner that would further promote the goals of 
transparency and ease of use for Participants.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\75\ in general, and with 
Section 6(b)(5) of the Act \76\ in particular, in that the proposal 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 regulating, clearing, 
settling, processing information with respect to, and 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. The proposed 
rule change also is designed to support the principles of Section 
11A(a)(1) of the Act \77\ in that it seeks to assure fair competition 
among brokers and dealers and among exchange markets. In particular, 
Nasdaq believes that the reorganized and enhanced descriptions of its 
Order Types, Order Attributes, and related System functionality will 
promote just and equitable principles of trade and perfect the 
mechanisms of a free and open market and the national market system by 
providing greater clarity concerning certain aspects of the System's 
operations. Nasdaq further believes that the proposed rule change will 
contribute to the protection of investors and the public interest by 
making Nasdaq's rules easier to understand. Nasdaq further believes 
that the proposed rules, together with the presented statistics 
regarding Order Type and Order Attribute usage, will promote the 
efficient execution of investor transactions and further enhance public 
understanding of Nasdaq's operations, and thereby strengthen investor 
confidence in Nasdaq and in the national market system. In addition, 
Nasdaq believes that additional specificity in its rules will promote a 
better understanding of Nasdaq's operation, thereby facilitating fair 
competition among brokers and dealers and among exchange markets.
---------------------------------------------------------------------------

    \75\ 15 U.S.C. 78f.
    \76\ 15 U.S.C. 78f(b)(5).
    \77\ 15 U.S.C. 78k-1(a)(1).
---------------------------------------------------------------------------

    Most of the System functionality described in the proposed rule 
change has already been described in previous proposed rule changes by 
Nasdaq and approved or permitted to take effect on an immediate basis 
by the Commission. However, Nasdaq believes that the reiteration of 
several principles underlying its Order Types and Order Attributes 
might be helpful in promoting a fuller understanding of these rules' 
operation and their consistency with the Act.
    The functionality underlying Price to Comply Orders and Price to 
Display Orders provides a means by which Participants may enter a 
displayed limit order in compliance with Regulation NMS without the 
Participant definitively ascertaining whether the price of the Order 
would lock or cross a Protected Quotation. In the absence of the 
repricing functionality associated with the Order, Nasdaq would need to 
reject the Order if it locked or crossed a Protected Quotation.
    By accepting a Price to Comply Order with a locking, non-displayed 
price and displayed price that is one minimum increment inferior to the 
locking price, Nasdaq allows this Order Type to achieve several 
purposes. First, the displayed price of the Order promotes price 
discovery by establishing a new NBBO or adding to liquidity available 
at the NBBO. Second, the non-displayed price of the Order allows the 
Order to provide price improvement when the Order is executed. A Price 
to Display Order similarly promotes price discovery by establishing a 
new NBBO or adding liquidity available at the NBBO. It also provides 
one of the Order Types through which a Market Maker may offer displayed 
liquidity that is Attributable to its MPID. Notably, given the price 
adjustment functionality of the Order, it allows a Market Maker to 
offer Attributable liquidity at the NBBO.
    In addition, the repricing functionality associated with Price to 
Comply Orders and Price to Display Orders, whereby an Order that has 
been repriced by the System upon entry may be cancelled or reentered if 
a previously unavailable price level becomes available, promotes price 
discovery and provision of greater liquidity by facilitating the 
display of an Order at its chosen limit price. Because a reentered 
Order always receives a new timestamp, moreover, the functionality does 
not present fairness concerns that might arise if an Order that was not 
displayed became displayed at a different price level while retaining 
the timestamp that it received when originally entered.
    The Non-Displayed Order provides a means by which Participants may 
access and/or offer liquidity without signaling to other Participants 
the extent of their trading interest. Moreover, because the Non-
Displayed Order may lock a Protected Quotation, it provides a means by 
which a Participant may provide price improvement. For example, if the 
Best Bid was $11 and the Best Offer was $11.01, a Non-Displayed Order 
to buy at $11.01 would provide $0.01 price improvement to an incoming 
sell Order priced at the Best Bid.
    In addition, the repricing functionality associated with Non-
Displayed Order promotes provision of greater liquidity and eventual 
price discovery (via reporting of Order executions) because it 
facilitates the posting of a Non-Displayed Order at its chosen limit 
price. In addition, the functionality that cancels Non-Displayed Orders 
when crossed by a Protected Quotation helps to prevent trade-throughs 
by ensuring that a Non-Displayed Order will not execute at a price 
inferior to the Price of a Protected Quotation. Because a reentered 
Order always receives a new timestamp, moreover, the functionality does 
not present fairness concerns that might arise if an Order was able to 
move price while retaining an earlier timestamp.
    The primary purpose of Post-Only Orders is to ``provide displayed 
liquidity to the market and thereby contribute to public price 
discovery--an objective that is fully consistent with the Act.'' \78\ 
Under the prevailing ``maker/taker'' cost structure of most exchanges, 
the Post-Only Order also allows a Participant to control its trading 
costs by giving consideration to costs in determining whether the Order 
should execute upon entry. However, the manner in which the Post-Only 
Order operates ensures that a Post-Only Order that locks or crosses an 
Order on the Nasdaq Book will either execute upon entry or post at a 
displayed price that potentially provides liquidity. Moreover, because 
a Post-Only Order does not cancel back to the Participant if it cannot 
post at its limit price, it does not provide a means to ascertain the 
existence of locking or crossing Orders without also reflecting a 
commitment to execute or post and display. Similarly, the functionality 
that allows a Post-Only Order to be marked IOC does not provide 
information regarding the existence of locking or crossing Orders on 
the Nasdaq Book since the Order has

[[Page 16070]]

its price adjusted automatically, without reference to the price of any 
other Orders other than Orders at the NBBO.
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    \78\ SR-NYSE-2014-32 Approval Order.
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    In addition, the processing of Post-Only Orders with respect to 
locking or crossing Protected Quotations serves the same purposes as 
the processing discussed above with respect to Price to Comply Orders 
and Price to Display Orders. By accepting a Non-Attributable Post-Only 
Order that locks or crosses a Protected Quotation with a locking, non-
displayed price and displayed price that is one minimum increment 
inferior to the locking price, Nasdaq allows the displayed price of the 
Order to promote price discovery by establishing a new NBBO or adding 
to liquidity available at the NBBO, while also allowing the non-
displayed price of the Order to provide price improvement when the 
Order is executed. An Attributable Post-Only Order similarly promotes 
price discovery by establishing a new NBBO or adding liquidity 
available at the NBBO.
    The repricing functionality associated with Post-Only Orders, 
whereby an Order that has been repriced by the System upon entry may be 
cancelled or reentered if a previously unavailable price level becomes 
available, promotes price discovery and provision of greater liquidity 
by facilitating the display of an Order at its chosen limit price. 
Because a reentered Order always receives a new timestamp, moreover, 
the functionality does not present fairness concerns that might arise 
if an Order that was not displayed became displayed at a different 
price level while retaining the timestamp that it received when 
originally entered.
    A Post-Only Order may be designated as an ISO and accepted at a 
price that locks or crosses a Protected Quotation, since such 
designation reflects a representation by the Participant that it has 
simultaneously routed one or more additional limit orders, as 
necessary, to execute against the full displayed size of any Protected 
Quotations that the Post-Only Order would lock or cross.\79\ Because 
Nasdaq maintains an active regulatory surveillance and enforcement 
program to verify that Participants are not improperly designating 
Orders as ISOs, the possibility for a Participant to systematically use 
a Post-Only Order marked ISO to occupy a price level while locking 
Protected Quotations is mitigated. Moreover, the System does not 
interpret a Post-Only Order that is marked ISO but that has its price 
adjusted prior to posting as the basis for accepting additional Orders 
at the Order's limit price level, thereby providing further assurance 
against the use of an ISO designation for an improper purpose.
---------------------------------------------------------------------------

    \79\ See SR-NYSE-2014-32 Approval Order (affirming that 
exchanges may adopt rules allowing market participants to ``ship and 
post'').
---------------------------------------------------------------------------

    Like a Post-Only Order, a Midpoint Peg Post-Only Order allows a 
Participant to control its trading costs by executing upon entry when 
receiving price improvement but otherwise posting to the Nasdaq Book. 
Thereafter, the Order Type serves to provide price improvement to other 
incoming Orders by executing a price between the NBBO. Although the 
Order Type has a Non-Display Order Attribute, the Order further serves 
to promote price discovery when it executes by evincing the existence 
of trading interest at a price better than the NBBO.
    Supplemental Orders allow a Participant to provide greater depth of 
liquidity at the NBBO without signaling the full extent of its trading 
interest to other Participants. The Order Type thereby may promote more 
rapid and complete execution of incoming Orders, potentially 
eliminating the need for such Orders to be routed in order to access 
liquidity available at other market centers. The requirement that a 
Supplemental Order may execute only at the NBBO ensures that the Order 
Type may not be used to provide inferior executions.
    Market Maker Peg Orders allow a Market Maker to maintain a 
continuous two-sided quotation at a price that is compliant with the 
requirements for Market Makers set forth in Rule 4613(a)(2). Thus, the 
Order Type serves the function of ensuring that Market Makers offer 
Displayed and Attributable liquidity at prices that bear a reasonable 
relation to the NBBO. Of course, Market Makers may also provide 
liquidity at prices closer to the NBBO than those established by the 
Market Maker Peg Order, but the Order Type enables the Market Maker to 
provide a backstop of liquidity at prices that are not unreasonably 
distant from the NBBO.
    The variety of Order Types associated with the Nasdaq Opening Cross 
and the Nasdaq Closing Cross--Market On Open Orders, Limit On Open 
Orders, Opening Imbalance Only Orders, Market On Close Orders, Limit On 
Close Orders, and Imbalance Only Orders--all provide means for a 
Participant to enter Orders into Nasdaq's single price auction process 
for establishing the market open and market close price each day. As 
detailed in approved Rules 4752 and 4754, the auction processes seek to 
establish a price that maximizes execution opportunities for Cross-
eligible Orders. MOO and MOC Orders allow a Participant to execute 
shares at whatever price the Cross is executed, thereby maximizing 
execution opportunities; LOO and LOC Orders allow a Participant to set 
a price limit on potential executions; and OIO and IO Orders allow a 
Participant to provide liquidity to MOO and LOO or MOC and LOC Orders 
that would not otherwise execute in the Cross, at a price pegged to the 
Nasdaq inside price leading up to the Cross. Nasdaq believes that all 
of these Order Types promote the interest of investors in conducting an 
orderly process for establishing the opening and closing prices of 
securities.
    Several of the available Order Attributes merely provide means to 
designate the basic parameters of any Order: These include price, size, 
Time-in-Force, Attribution, Display, and Participation in the Nasdaq 
Opening Cross and/or the Nasdaq Closing Cross. The proposed rules 
clearly state limitations applicable to each of these parameters, such 
as available Times-in-Force and limitations on the permissible prices 
and sizes of Orders.
    The Pegging Order Attribute allows a Participant to have the System 
adjust the price of the Order continually in order to keep the price 
within defined parameters. Thus, the System performs price adjustments 
that would otherwise be performed by the Participant through 
cancellation and reentry of Orders. The fact that a new timestamp is 
created for a Pegged Order whenever it has its price adjusted allows 
the Order to seek additional execution opportunities and ensures that 
the Order does not ``jump the queue'' with respect to any Orders that 
were previously at the Pegged Order's new price level. Thus, while the 
Order Attribute may be seen as introducing additional complexity with 
respect to the operation of the Nasdaq market, it is in effect merely a 
process for removing and entering Orders at new prices based on changed 
market conditions.
    The Minimum Quantity Order Attribute allows a Participant that may 
wish to buy or sell a large amount of a security to avoid signaling its 
trading interest unless it can purchase a certain minimum amount. Thus, 
the Order Attribute supports the interest of institutional investors 
and others in being able to minimize the impact of their trading on the 
price of securities.
    The Routing Order Attribute, which is thoroughly described in 
existing Rule 4758, provides an optional means by which a Participant 
may direct Nasdaq to seek opportunities to execute an Order at other 
market centers. The System is designed to pursue execution 
opportunities on behalf of Participants in an aggressive manner by, in 
most

[[Page 16071]]

instances, first obtaining shares available on the Nasdaq Book, then 
routing to other market centers in accordance with the strategy 
designated by the Participant, then returning [sic] the Nasdaq Book as 
if a new Order before posting to the Nasdaq Book. In addition, to 
maximize execution opportunities, the System will, as appropriate and 
in accordance with Regulation NMS, designate a Routable Order as an 
Intermarket Sweep Order.
    The Discretion Order Attribute allows a Participant to expand 
opportunities for an Order to access liquidity by allowing it to 
execute at any price within a specified range. Thus, while there is 
some complexity associated with the processing of Discretionary Orders, 
the Order Attribute merely allows the System to ascertain whether, 
under the conditions provided for in the rule, the Participant could 
access liquidity at a price within the range that the Participant has 
designated. If so, the Order Attribute generates an IOC Order to access 
the liquidity. Moreover, it should be noted that although in some 
circumstances, the System will examine Orders on the Nasdaq Book that 
are not Displayed to ascertain the existence of execution 
opportunities, the System would convey information to the Participant 
regarding such Orders only by executing against them. Thus, the 
discretionary price range reflects an actionable commitment by the 
Participant to trade at prices in that range. As a result, the Order 
Attribute promotes price discovery through executions that occur in the 
price range. Finally, it should be noted that Discretionary IOCs access 
liquidity, and therefore the Order Attribute does not present an 
opportunity for a Participant to obtain a rebate with respect to 
executions against previously posted Orders.
    The Reserve Size Order Attribute allows a Participant to display 
trading interest at a given price while also posting additional non-
displayed trading interest. The functionality assists the Participant 
in managing this trading interest by eliminating the need for the 
Participant to enter additional size following the execution of the 
displayed trading interest. Thus, the functionality achieves a balance 
between promoting price discovery through displayed size and allowing a 
Participant to guard against price impact by hiding the full extent of 
its trading interest. The random reserve feature of the Order further 
assists a Participant in not revealing the extent of its trading 
interest because it diminishes the likelihood that other Participants 
will conclude that the Order is a Reserve Size Order if they repeatedly 
view it being replenished at the same size. Similarly, the manner in 
which Nasdaq disseminates data regarding the execution and 
replenishment of a Reserve Size Order ensures that the process is 
indistinguishable to other Participants from the execution of an Order 
without Reserve Size followed by the entry of a new Order; this 
processing also ensures that only the displayed portion of the Reserve 
Size Order is treated as a Protected Quotation.
    The Intermarket Sweep Order attribute is a function of Regulation 
NMS, which provides for an Order to execute without respect to 
Protected Quotations if it is designated as an ISO and if one or more 
additional limit orders, as necessary, are routed to execute against 
the full displayed size of any Protected Quotation with a price that is 
superior to the price of the Order identified as an ISO. As recently 
reaffirmed by the Commission, Regulation NMS allows such additional 
orders to be routed by an exchange or by the Participant that enters 
the ISO.\80\ Accordingly, the exchange receiving an ISO may accept the 
receipt of the Order as a representation that the Participant entering 
it has satisfied its obligations; provided, however, that the exchange 
itself maintains a surveillance and enforcement program to verify that 
the Participant is not acting in violation of this requirement. For 
this reason, it is also consistent with the Act for a Participant to 
designate an Order with a Time-in-Force longer than IOC, or an Order 
with functionality such as the Post-Only Order, as an ISO.\81\ 
Specifically, attaching an ISO designation to such Order reflects a 
representation that the Participant has determined that Protected 
Quotations at the price of the Order have been eliminated, such that 
the Order is entitled to post and provide liquidity. In the case of a 
Post-Only Order, however, if the Order's price is adjusted to avoid 
executing against an Order on the Nasdaq Book, Nasdaq will not consider 
the ISO designation in determining whether the Post-Only Order's limit 
price level is now open, since the Post-Only ISO itself is not actually 
posting at that price. Accordingly, in that circumstance the use of a 
Post-Only ISO cannot be used to open a price level to additional Orders 
unless Nasdaq ascertains through market data provided by other 
exchanges that the price level actually is open.
---------------------------------------------------------------------------

    \80\ SR-NYSE-2014-32 Approval Order.
    \81\ Id.
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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. As previously stated, the 
Exchange is not proposing substantively to modify the operation of any 
of its current Order Types or Order Attributes or the operation of the 
System; rather, the proposed rule change is intended to provide more 
detail regarding the System's functionality. The proposed rule change 
is not designed to address any competitive issues, but rather to 
provide additional specificity and transparency to Participants and the 
investing public regarding Nasdaq's Order Types, Order Attributes, and 
System functionality. Since the Exchange does not propose substantively 
to modify the operation of Order Types, Order Attributes, or System 
functionality, the proposed changes will not impose any burden on 
competition.

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

    Written comments were neither solicited nor received.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission shall: (a) By order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be 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 (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5a282f363f77393537373f342e291a293f39743d352c"><span class="__cf_email__" data-cfemail="4a383f262f67292527272f243e390a392f29642d253c">[email protected]</span></a>. Please include 
File Number SR-NASDAQ-2015-024 on the subject line.

[[Page 16072]]

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-NASDAQ-2015-024. 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 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 such filing also will be available 
for inspection and copying at the principal offices of the Exchange. 
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-NASDAQ-2015-
024, and should be submitted on or before April 16, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\82\
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    \82\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-06891 Filed 3-25-15; 8:45 am]
 BILLING CODE 8011-01-P


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