[Federal Register Volume 80, Number 65 (Monday, April 6, 2015)]
[Notices]
[Pages 18452-18470]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-07751]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74618; File No. SR-Phlx-2015-29]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of 
Proposed Rule Change To Amend and Restate Certain Rules That Govern the 
NASDAQ OMX PSX

March 31, 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 20, 2015, NASDAQ OMX PHLX LLC (``Phlx'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I, II, and III below, 
which Items have been prepared by the Exchange. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    PHLX proposes to amend and restate certain rules that govern NASDAQ 
OMX PSX (``PSX'') 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 the 
Exchange'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, Phlx 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. Phlx 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
    The Exchange proposes to amend and restate certain Exchange rules 
that govern PSX in order to provide a clearer and more detailed 
description of certain

[[Page 18453]]

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\ The 
Exchange believes that its current rules and other public disclosures 
provide a comprehensive description of the operation of PSX, so that 
members and the investing public have an accurate understanding of its 
market structure. Nevertheless, the Exchange has concluded that a 
restatement of certain rules will further enhance their clarity. In 
particular, the Exchange believes that providing additional examples of 
order type operation in the rule text will promote greater 
understanding of the Exchange's market structure. In addition, the 
Exchange 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 PSX.
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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 Order Types and Order 
Attributes are found in Rule 3301 (Definitions). The Exchange is 
proposing to thoroughly amend Rule 3301. The Exchange is also proposing 
to remove definitions pertaining to Order Types and Order Attributes 
and adopt them as separate new Rules 3301A (Order Types) and 3302B 
(Order Attributes). While the Exchange is also proposing certain 
conforming changes to other rules, in subsequent proposed rule changes 
the Exchange plans to restate the remainder of the rules numbered 3302 
through 3316 so that they appear sequentially following Rule 3301B.
Definitions
    Amended Rule 3301 will adopt revised definitions applicable to the 
Rule 3200 and 3300 Series of the Exchange rules: \4\
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    \4\ Other definitions in current Rule 3301 are being superseded 
by descriptions of Order Types and Order Attributes in Rules 3301A 
and 3301B, or are being eliminated because they are no longer used. 
In addition, Rule 3305 (Order Entry Parameters) is being deleted 
because the material contained therein is superseded by proposed 
Rules 3301A and 3301B.
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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; 
<SUP>5 6</SUP> [sic] 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 PSX. The term ``NBBO'' shall 
mean the ``National Best Bid and National Best Offer''.
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    \5\ 17 CFR 242.600.
    \6\ 17 CFR 242.600.
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    <bullet> The term ``PSX,'' or ``System'', which defines the 
components of the securities execution and trade reporting system owned 
and operated by the Exchange, is being modified to state that the 
System includes a montage for ``Quotes'' and ``Orders'', referred to as 
the ``PSX Book'', that collects and ranks all Quotes and Orders 
submitted by ``Participants''.\7\ The definition is further being 
modified to make it clear that data feeds made available with respect 
to the System disseminate depth-of-book data regarding Quotes and 
``Displayed'' Orders \8\ and also such additional information about 
Quotes, Orders, and transactions within the System as shall be 
reflected in the Exchange Rules.
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    \7\ 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 and to Market 
Makers, means an entity that fulfills the obligations contained in 
Rule 3211 regarding participation in the System, and includes 
Equities ECNs, Market Makers, and Order Entry Firms.
    \8\ As provided in proposed Rule 3301B, 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 3301B) entered 
by a Market Maker or Equities ECN for display (price and size) next to 
the Participant's MPID in the PSX 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 \9\ submitted to the System 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 PSX Book when submitted to the 
Exchange. 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 PSX Book when submitted to the Exchange. The available Order Types 
and Order Attributes, and the Order Attributes that may be associated 
with particular Order Types, are described in Rules 3301A and 3301B.
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    \9\ The definition of a ``System Security,'' which is not being 
modified, includes ``any NMS stock, as defined in SEC Rule 600 
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 p.m. ET (or 
such earlier time as may be designated by the Exchange on a day when 
PSX closes early). The term ``System Hours'' means the period of time 
beginning at 8 a.m. ET and ending at 5 p.m. ET (or such earlier time as 
may be designated by the Exchange on a day when PSX closes early). The 
term ``Pre-Market Hours'' means the period of time beginning at 8 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 5 p.m. ET.\10\
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    \10\ The proposed definition further notes that in certain 
contexts, times cited in the Exchange Rules may be approximate.
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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 
System. 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

[[Page 18454]]

for System Securities, is being amended to clarify that it is the data 
feed generally known as the PSX TotalView ITCH feed.
Order Types
    Proposed Rule 3301A provides that Participants may express their 
trading interest in PSX by entering Orders. PSX 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.\11\ 
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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    \11\ It should be noted that Rule 3213(e), the Exchange'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. 62877 (September 9, 2010), 75 FR 56633 (September 
16, 2010) (SR-Phlx-2010-79)). 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 p.m. Eastern 
Time.'' 17 CFR 242.600.
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    Proposed Rule 3301A further provides that the Exchange maintains 
several communications protocols for Participants to use in entering 
Orders and sending other messages to the System:
    <bullet> OUCH is an Exchange proprietary protocol.
    <bullet> RASH is an Exchange proprietary protocol.
    <bullet> FLITE is an Exchange 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 PSX 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 PSX Book as provided in Rule 3307. 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 PSX 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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    \12\ These Order Types are described below and in proposed Rule 
3301A.
    \13\ The Routing Order Attribute is described below, in proposed 
Rule 3301B, and in current Rule 3315.
    \14\ Available Times-in-Force are described below and in 
proposed Rule 3301B.
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    Thereafter, as detailed in proposed Rules 3301A and 3301B, and 
current Rule 3315 (Order Routing), there are numerous circumstances in 
which the Order on the PSX Book may be modified and receive a new 
timestamp. The sole instances in which the modification of an Order on 
the PSX 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 PSX Book, price adjustment, routing, reposting to the PSX 
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 PSX 
Book, and subsequent execution against incoming Orders. An exception to 
the general rule is noted in Rule 3301B(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 PSX 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.
    The Exchange is amending Rule 3306 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 or FIX would have to be 
cancelled and reentered to change their designation. Similarly, Rule 
3306 is being amended to clarify that modification of an Order by 
the Participant to decrease its size is not possible with respect to 
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 3301B.
    \17\ The Reserve Size Order Attribute is described below and in 
Rule 3301B.
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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 PSX Book 
in the circumstances described in Rule 3100(a)(5) (providing for 
compliance with Plan to Address Extraordinary Market Volatility) and 
Rule 3303 (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 PSX Book, price adjustment, routing, 
reposting to the PSX 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 PSX 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 3301A 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

[[Page 18455]]

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. PSX 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 System. 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 PSX 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 PSX Book (and/or routed if it has been designated as Routable).\20\
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    \20\ See Rules 3301B(f) and 3315.
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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 PSX 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 PSX 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 PSX 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 PSX'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 
PSX Book. Specifically, if a Price to Comply Order is entered through 
RASH 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 PSX 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 PSX 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 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 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 limt 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 PSX 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 PSX 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 PSX 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 PSX 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

[[Page 18456]]

entered limit price would no longer lock a Protected Quotation, the 
Price to Comply Order may either remain on the PSX 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 its 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, PSX 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 
place on the PSX 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 3301B.
    <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 and FIX only).
    <bullet> A Time-in-Force other than ``Immediate or Cancel'' 
(``IOC'').\27\
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    \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.
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    <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 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 and FIX only).
    <bullet> ``Primary Pegging'' and ``Market Pegging'' (available 
through RASH and FIX only).
    <bullet> ``Discretion'' (available through RASH and FIX only).\28\
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    \28\ Primary Pegging, Market Pegging, and Discretion are 
discussed below and in proposed Rule 3301B.
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    <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 for System Securities 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.
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    \29\ As described below and in proposed Rule 3301B, 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 
PSX 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 PSX Book (and/or routed if it has been 
designated as Routable).\30\
---------------------------------------------------------------------------

    \30\ See Rules 3301B(f) and 3315.
---------------------------------------------------------------------------

    During Market Hours, the price at which a Price to Display Order is 
displayed and ranked on the PSX 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 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 or FIX, during Market Hours 
the Price to Display Order may be adjusted in the following manner 
after initial entry and posting to the PSX 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 PSX 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\

[[Page 18457]]

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 PSX 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 PSX 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 PSX 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 PSX 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 and FIX 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 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 and FIX 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 
and FIX only).
    <bullet> Discretion (available through RASH and FIX only).
    <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 
PSX Book. Thus, ``Non-Display'' is both a specific Order Type and an 
Order Attribute of certain other Order Types.
---------------------------------------------------------------------------

    \36\ Rule 611 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 
System 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 PSX 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 PSX 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 3301B(f) and 3315.
---------------------------------------------------------------------------

    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 PSX 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 PSX 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 Price to Comply Order, a Non-Displayed Order 
may be adjusted after initial entry.\39\ Specifically, if a Non-
Displayed Order is entered through RASH or FIX, during Market Hours the 
Non-Displayed Order may be adjusted in the following manner after 
initial entry and posting to the PSX 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 PSX 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-

[[Page 18458]]

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 PSX 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 PSX 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 PSX 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 PSX 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 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 PSX 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).
---------------------------------------------------------------------------

    \42\ Midpoint Pegging is described below and in proposed Rule 
3301B. 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.
---------------------------------------------------------------------------

    The following Order Attributes may be assigned to a Non-Displayed 
Order:
    <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 3301B.
---------------------------------------------------------------------------

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

    \45\ Pegging to the Midpoint is described below and in proposed 
Rule 3301B. The full functionality of Midpoint Pegging is available 
through RASH and FIX, and more limited functionality is available 
through OUCH and FLITE.
---------------------------------------------------------------------------

    <bullet> Discretion (available through RASH and FIX only).
Post-Only Orders
    A ``Post-Only Order'' is an Order Type designed to have its price 
adjusted as needed to post to the PSX 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 PSX Book, 
Protected

[[Page 18459]]

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 PSX 
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 PSX Book.
    [cir] If the adjusted price of the Post-Only Order would not lock 
or cross an Order on the PSX 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 PSX 
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 PSX 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 PSX 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.
    [cir] If the adjusted price of the Post-Only Order would lock or 
cross an Order on the PSX 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 PSX Book (for bids) or above the 
current best-priced Order to buy on the PSX 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 PSX 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 PSX 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 PSX 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 PSX 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 PSX 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 PSX 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 PSX Book 
(for bids) or above the current best-priced Order to buy on the PSX 
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 PSX 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 PSX 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 PSX 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 PSX 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 PSX Book at 
$11.02, receiving $0.01 per share price improvement.\48\
---------------------------------------------------------------------------

    \48\ Thus, in circumstances where a Post-Only Order would lock 
or cross an Order on the PSX Book, the Post-Only Order will either 
execute or post and offer displayed liquidity. A Post-Only Order is 
not cancelled back to the Participant that entered it if it cannot 
post at its original price. Thus, the Order Type does not provide a 
means to ascertain the existence of locking or crossing Orders on 
the PSX Book with the Participant also committing to execute against 
such Orders or display and potentially provide liquidity at the 
Exchange's best price.
---------------------------------------------------------------------------

    <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 PSX 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.\49\
---------------------------------------------------------------------------

    \49\ This functionality reflects the overall purpose of the 
Post-Only Order, which is not to post to the PSX 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 PSX Book or any Protected Quotation, it will be posted on the PSX 
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 PSX 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 or FIX, during System 
Hours the Post-Only Order may be adjusted in the following manner after 
initial entry and posting to the PSX Book: \50\
---------------------------------------------------------------------------

    \50\ 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 PSX 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.\51\ 
For example, if a Non-

[[Page 18460]]

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 
PSX 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.\52\
---------------------------------------------------------------------------

    \51\ 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 PSX 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 PSX Book.
    \52\ 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 PSX Book: \53\
---------------------------------------------------------------------------

    \53\ 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 PSX 
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 PSX 
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.\54\ 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 PSX 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.
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    \54\ Thus, the price of the Order will not move beyond its limit 
price.
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    <bullet> During System Hours, if the original entered limit price 
of the Post-Only Order locked or crossed an Order on the PSX Book and 
the PSX Book changes so that the original entered limit price would no 
longer lock or cross an Order on the PSX Book, the Post-Only Order may 
either remain on the PSX 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 PSX 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.\55\ 
However, as described above, a Post-Only Order designated as an ISO 
that locked or crossed an Order on the PSX 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.\56\ 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 PSX 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 PSX 
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 the Exchange 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.
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    \55\ 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, the Exchange 
maintains an active regulatory surveillance and enforcement program 
to verify that Participants are not improperly designating Orders as 
ISOs.
    \56\ 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.
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    <bullet> Attribution.

[[Page 18461]]

    <bullet> Display. A Post-Only Order is always displayed, although 
as provided above, may also have a non-displayed price.
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 3213(a)(2).\57\ 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 or FIX 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 PSX), 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.
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    \57\ 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.
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    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 3213) away from the Reference Price in order to comply 
with the quotation requirements for Market Makers set forth in Rule 
3213(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 PSX 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 3213), 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 3213.
    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 PSX 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 
Reference Price.
    <bullet> Size.
    <bullet> A Time-in-Force other than IOC or ``Good-till-Cancelled''.
    <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.
Order Attributes
    Proposed Rule 3301A lists the Order Attributes that may be assigned 
to specific Order Types. Proposed Rule 3301B details the parameters of 
each Order Attribute.
Time-in-Force
    The ``Time-in-Force'' assigned to an Order means the period of time 
that PSX 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 System;
    <bullet> the beginning of Market Hours;
    <bullet> the end of Market Hours;
    <bullet> the resumption of trading, in the case of a security that 
is the subject of a trading halt.
    The available times for deactivating Orders are:
    <bullet> ``Immediate'' (i.e., immediately after determining whether 
the Order is marketable);
    <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 PSX's 
Rules by the designations noted below:

[[Page 18462]]

    <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''. Any Order 
with a Time-in-Force of IOC entered between 9:30 a.m. ET and 4 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 8 a.m. ET and 5 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 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 4 p.m. ET 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 4 p.m. ET will be accepted but given 
a Time-in-Force of IOC,.
    <bullet> An Order that is designated to activate when entered and 
deactivate at 4 p.m. ET may be referred to as having a Time in Force of 
``Good-till-Market Close'' or ``GTMC''. GTMC Orders entered after 4 
p.m. ET will be treated as having a Time-in-Force of SIOC.
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. Certain Orders have a price that is determined 
by the System 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 is 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 PSX 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 PSX.\58\ 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:
---------------------------------------------------------------------------

    \58\ This is the case because otherwise the Pegged Order would 
become pegged to itself if 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 they 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.\59\ In addition, an 
Order with Primary Pegging or Market Pegging may specify an Offset 
Amount, 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 PSX 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.
---------------------------------------------------------------------------

    \59\ 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 or 
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

[[Page 18463]]

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 PSX 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 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. In that case, upon entry, 
the System would determine whether there were posted Orders executable 
against the incoming Order with a size of at least 500 shares.\60\ If 
there were not, the Order would post on the PSX Book in accordance with 
the characteristics of its underlying Order Type. Once posted to the 
PSX Book, the 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 PSX Book 
will not be displayed.
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    \60\ As reflected in the proposed rule, the System currently 
allows an incoming Order with a Minimum Quantity to execute if one 
or more Orders on the PSX Book satisfy the Minimum Quantity 
condition.
---------------------------------------------------------------------------

    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 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 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 PSX, as described in Rule 3315; 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 PSX 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 PSX, where they will (i) again attempt 
to access liquidity available on PSX and (ii) post to the PSX 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 PSX again for potential execution and/or posting to the PSX 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.'' \61\ 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 3301A(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

[[Page 18464]]

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.
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    \61\ The proposed rule text reflects a substantive clarification 
to the existing description of Discretionary Orders.
---------------------------------------------------------------------------

    Under the circumstances described below, the System 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 PSX Book and will then be routed 
and/or placed on the PSX 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.\62\ Because the circumstances under which a 
Discretionary IOC will be generated are dependent upon a range of 
factors, several specific scenarios are described below.
---------------------------------------------------------------------------

    \62\ It should be noted that a Discretionary IOC is deemed to be 
accessing liquidity for purposes of the Exchange's schedule of fees 
and rebates, unless one Discretionary IOC executes against another 
Discretionary IOC, in which case the Order that had reached the PSX 
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.
---------------------------------------------------------------------------

    <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 System 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 PSX 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 PSX 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 System will generate a Discretionary 
IOC to buy priced at $11.03. If there is an Order on the PSX 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 PSX Book, up to the full size of each Order. 
Any remaining size of the Price to Display Order would post to the PSX 
Book in accordance with its parameters.
    <bullet> After the Order posts to the PSX Book, the System will 
examine whether at any time there is an Order on the PSX Book with a 
price in the discretionary price range against which the Order with 
Discretion could execute. In doing so, the System will examine all 
Orders (including Orders that are not Displayed). If the 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 PSCN \63\ that does not seek routing opportunities 
after posting to the PSX Book) has been assigned a Discretion Order 
Attribute but does not have a pegged discretionary price range, upon 
entry of the Order, the System will examine all Orders (including 
Orders that are not Displayed) on the PSX Book to determine if there is 
an Order on the PSX Book with a price in the discretionary price range 
against which the Order with Discretion could execute. If the System 
observes such an Order, it will generate a Discretionary IOC with a 
price equal to the price of the Order on the PSX Book and a size equal 
to the applicable size of the Order on the PSX Book. The 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 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 PSX Book in accordance with the parameters 
that apply to the underlying Order Type. The System will then examine 
whether at any time there is an Order on the PSX Book with a price in 
the discretionary price range against which the Order with Discretion 
could execute. In doing so, the System will examine all Orders 
(including Orders that are not Displayed). If the System observes such 
an Order, it will generate a Discretionary IOC with a price equal to 
the price of the Order on the PSX Book and a size equal to the 
applicable size of the Order on the PSX Book.
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    \63\ The PSCN routing strategy is described in Rule 3315.
---------------------------------------------------------------------------

    <bullet> If an Order that uses a reactive routing strategy (i.e., a 
strategy such as PSTG \64\ that seeks routing opportunities after 
posting to the PSX Book) has been assigned a Discretion Order Attribute 
but does not have a pegged discretionary price range, upon entry of the 
Order, the System will examine all Orders (including Orders that are 
not Displayed) on the PSX Book to determine if there is an Order on the 
PSX Book with a price in the discretionary price range against which 
the Order with Discretion could execute. If the System observes such an 
Order, it will generate a Discretionary IOC with a price equal to the 
price of the Order on the PSX Book and a size equal to the applicable 
size of the Order on the PSX Book. The 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 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 PSX Book 
in accordance with the parameters that apply to the underlying Order 
Type. The System will then examine whether at any time there

[[Page 18465]]

is an Order on the PSX 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 PSX 
Book, the System will examine all Orders (including Orders that are not 
Displayed). If the 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 PSX Book or the displayed size of the quotation.
---------------------------------------------------------------------------

    \64\ The PSTG routing strategy is described in Rule 3315.
---------------------------------------------------------------------------

    <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 System will 
examine all Orders (including Orders that are not Displayed) on the PSX 
Book to determine if there is an Order on the PSX Book with a price in 
the discretionary price range against which the Order with Discretion 
could execute. If the System observes such an Order, it will generate a 
Discretionary IOC with a price equal to the price of the Order on the 
PSX Book and a size equal to the applicable size of the Order on the 
PSX Book. The 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 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 PSX 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 System will 
examine all Orders (including Orders that are not Displayed) on the PSX 
Book to determine if there is an Order on the PSX Book with a price in 
the discretionary price range against which the Order with Discretion 
could execute. If the System observes such an Order, it will generate a 
Discretionary IOC with a price equal to the price of the Order on the 
PSX Book and a size equal to the applicable size of the Order on the 
PSX Book. The 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 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 PSX Book in accordance with the 
parameters that apply to the underlying Order Type. The System will 
then examine whether at any time there is an Order on the PSX 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 PSX Book, the System will examine Displayed 
Orders but will not examine Non-Displayed Orders. If the 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 PSX 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 
System 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 PSX Book, up to 3,200 shares. Thereafter, 
unexecuted portions of the Order would post to the PSX 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 PSX 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.\65\ 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.\66\
---------------------------------------------------------------------------

    \65\ Of course, if the Order uses a reactive routing strategy, 
such as PSTG, that routes out whenever the System observes a 
quotation against which the Order is marketable at another market 
center, the Order could be routed out at any time.
    \66\ 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.

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[[Page 18466]]

    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.\67\ 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)).
---------------------------------------------------------------------------

    \67\ 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 the Exchange 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 PSX. 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 
System 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 
System against Orders against which they are marketable. An Order 
designated as an ISO may not be assigned a Routing Order Attribute.\68\ 
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.
---------------------------------------------------------------------------

    \68\ However, Orders that are assigned a Routing Order Attribute 
may be designated as ISOs by the Exchange 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 PSX Book) or the ISO is not 
Displayed.\69\
---------------------------------------------------------------------------

    \69\ Thus, for example, a Non-Displayed Order with a Time-in-
Force of IOC marked ISO could execute against Orders on the PSX 
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 PSX 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 PSX 
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 3301A, 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.''
Statistics on Order Types Usage
    Although the Exchange, like many exchanges, offers a wide range of 
possible combinations of Order Types and Order Attributes in order to 
provide options that support of a range of legitimate trading 
strategies, the Exchange 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, the Exchange offers the following observations about the 
usage of different Order Types on its market:
    <bullet> 19.53% of entered Order volume was Price to Comply Orders 
with no Order Attributes other than price and size. Such Orders were 
involved in 17.53% of execution volume.\70\
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    \70\ Data about executions reflect both sides of a trade in 
instances where trades executed on the Exchange 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.
---------------------------------------------------------------------------

    <bullet> 45.54% of entered Order volume was Post-Only Orders with 
no Order Attributes other than price and size. Such Orders were 
involved in 14.70% of execution volume.
    <bullet> Non-Displayed Orders with a Time-in-Force of IOC and no 
special Order Attributes accounted for 2.11% of entered Order volume 
and 11.20% 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 0.65% of entered Order volume and 34.66% of execution 
volume.

[[Page 18467]]

    <bullet> Non-Displayed Orders with a Time-in-Force longer than IOC 
but no special Order Attributes accounted for 3.78% of entered Order 
volume and 0.50% of execution volume.
    <bullet> Post-Only Orders marked ISO but with no other special 
Order Attributes accounted for 13.66% of entered Order volume and 
13.59% execution volume. Price to Comply Orders marked ISO but with no 
other special Order Attributes accounted for 4.01% of entered Order 
volume and 1.15% of execution volume.
    <bullet> All other Order Type and Order Attribute combinations 
accounted for 14.72% of entered Order volume and 7.82% of execution 
volume.
    Thus, while a range of combinations of Order Types and Order 
Attributes can exist on PSX, the Exchange 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 and 
various forms of priced limit Orders designed to access available 
liquidity and thereafter post to the PSX Book to provide liquidity, 
which promote price discovery by offering displayed liquidity at a 
price that may narrow the bid/offer spread on PSX 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 the Exchange that liquidity has been 
accessed liquidity on other markets at a given price level in order to 
allow it to post liquidity on PSX at that price. While the Exchange 
does not believe that its Order Type offerings are excessively complex, 
given the relatively limited usage of certain Order Types and Order 
Attributes, the Exchange 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
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\71\ in general, and with 
Section 6(b)(5) of the Act \72\ 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) \73\ of the Act in that it seeks to assure fair competition 
among brokers and dealers and among exchange markets. In particular, 
the Exchange 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. The Exchange further believes that the proposed rule change 
will contribute to the protection of investors and the public interest 
by making the Exchange's rules easier to understand. The Exchange 
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 the Exchange's operations, and thereby 
strengthen investor confidence in the Exchange and in the national 
market system. In addition, the Exchange believes that additional 
specificity in its rules will promote a better understanding of the 
Exchange's operation, thereby facilitating fair competition among 
brokers and dealers and among exchange markets.
---------------------------------------------------------------------------

    \71\ 15 U.S.C. 78f.
    \72\ 15 U.S.C. 78f(b)(5).
    \73\ 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 
the Exchange and approved or permitted to take effect on an immediate 
basis by the Commission. However, the Exchange 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, PSX 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, the Exchange 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

[[Page 18468]]

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.'' \74\ 
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 PSX 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 entered 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 PSX Book since the Order has its price adjusted 
automatically, without reference to the price of any other Orders other 
than Orders at the NBBO.
---------------------------------------------------------------------------

    \74\ SR-NYSE-2014-32 Approval Order.
---------------------------------------------------------------------------

    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, the Exchange 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.\75\ Because 
the Exchange 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.
---------------------------------------------------------------------------

    \75\ See SR-NYSE-2014-32 Approval Order (affirming that 
exchanges may adopt rules allowing market participants to ``ship and 
post'').
---------------------------------------------------------------------------

    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.
    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, and Display. 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 Exchange, 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 3315, provides an optional means by which a Participant 
may direct the Exchange 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 instances, first obtaining shares available on the PSX Book, then 
routing to other market centers in accordance with the strategy 
designated by the Participant, then returning the PSX Book as if a new 
Order before posting to the PSX 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

[[Page 18469]]

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 
PSX 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 the Exchange 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.\76\ 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.\77\ 
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 PSX Book, PSX 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 the Exchange ascertains through market data provided by other 
exchanges that the price level actually is open.
---------------------------------------------------------------------------

    \76\ SR-NYSE-2014-32 Approval Order.
    \77\ Id.
---------------------------------------------------------------------------

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 PSX's Order Types, Order Attributes, and 
System functionality. Since the Exchange does not proposed 
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#7e0c0b121b531d1113131b100a0d3e0d1b1d50191108"><span class="__cf_email__" data-cfemail="6c1e190009410f0301010902181f2c1f090f420b031a">[email protected]</span></a>. Please include 
File Number SR-Phlx-2015-29 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-Phlx-2015-29. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent

[[Page 18470]]

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 a.m. and 3 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-Phlx-2015-29, and should be submitted on or before April 
27, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\78\
---------------------------------------------------------------------------

    \78\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-07751 Filed 4-3-15; 8:45 am]
BILLING CODE 8011-01-P


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