Federal Register / Vol. 87, No. 89 / Monday, May 9, 2022 / Notices 27677 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Because the Exchange proposes that Directed 

Orders may only be designated for the Core Trading 

Session, the Exchange also proposes conforming 

changes to Rule 7.34E (Trading Sessions). 

Specifically, the Exchange proposes to modify Rule 

7.34E(c)(1)(E) to provide that Directed Orders 

designated for the Early Trading Session would be 

rejected and Rule 7.34E(c)(3)(C) to provide that 

Directed Orders designated for the Late Trading 

Session would be rejected. The Exchange also 

proposes an additional change to correct a 

typographical error in Rule 7.34E(c)(1), to update 

the reference to ‘‘paragraphs (c)(1)(A)–(E)’’ to 

‘‘paragraphs (c)(1)(A)–(F)’’ to accurately reflect the 

number of subparagraphs under Rule 7.34E(c)(1). 

5See Rule 7.31E(b)(2), which provides that a 

Limit Order may be designated with an Immediateor-Cancel (‘‘IOC’’) modifier. 

6See Rule 7.31E(b)(1), which provides that orders 

may be designated with a Day modifier, and that an 

order to buy or sell designated Day, if not traded, 

will expire at the end of the designated session on 

the day on which it was entered. 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by June 8, 2022 to (i) 

www.reginfo.gov/public/do/PRAMain 

and (ii) David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or by sending an email to: 

PRA_Mailbox@sec.gov. 

Dated: May 3, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–09844 Filed 5–6–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94840; File No. SR– 

NYSEAMER–2022–19] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing of 

Proposed Rule Change To Modify Rule 

7.31E To Add Subparagraph (f)(4) 

Regarding Directed Orders 

May 3, 2022. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on April 20, 

2022, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

Rule 7.31E to add subparagraph (f)(4) 

regarding Directed Orders and make 

other conforming changes. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to modify 

Rule 7.31E (Orders and Modifiers) to 

add new subparagraph (f)(4) to provide 

for Directed Orders and to make other 

conforming changes to its Rules in 

connection with the addition of this 

new order type on the Exchange. The 

Directed Order, as further defined 

below, would be an order sent to the 

Exchange to be routed directly to an 

alternative trading system (‘‘ATS’’) 

specified by an ATP Holder. 

The Exchange proposes to add Rule 

7.31E(f)(4), which would define a 

Directed Order as a Limit Order with 

instructions to route on arrival at its 

limit price to a specified ATS with 

which the Exchange maintains an 

electronic linkage. Proposed Rule 

7.31E(f)(4) would further provide that 

Directed Orders would be available for 

all securities eligible to trade on the 

Exchange. Proposed Rule 7.31E(f)(4) 

would also provide that a Directed 

Order would not be assigned a working 

time or interact with interest on the 

Exchange Book. The Exchange also 

proposes to provide in Rule 7.31E(f)(4) 

that the ATS to which a Directed Order 

is routed would be responsible for 

validating whether the order is eligible 

to be accepted, and if such ATS 

determines to reject the order, the order 

would be cancelled. 

Proposed Rule 7.31E(f)(4)(A) would 

provide that a Directed Order must be 

designated for the Exchange’s Core 

Trading Session, as defined in Rule 

7.34E(a)(2).4

Proposed Rule 7.31E(f)(4)(A) would 

further provide that a Directed Order 

must be designated with a Time in 

Force modifier of IOC5 or Day 6 and 

would be routed to the specified ATS 

with such modifier. The Exchange 

proposes that a Directed Order 

designated IOC would be traded in 

whole or in part on the ATS to which 

it is routed after receipt of the order, and 

any untraded quantity would be 

cancelled. The Exchange proposes that 

a Directed Order designated Day would 

expire at the end of the Core Trading 

Session on the day it is entered. 

Proposed Rule 7.31E(f)(1)(A) would also 

provide that a Directed Order may not 

be designated with any other modifiers 

defined in Rule 7.31E. 

Proposed Rule 7.31E(f)(4)(B) would 

provide that a Directed Order in a 

security that is having its initial listing 

on the Exchange would be rejected if 

received before the IPO Auction 

concludes. 

Proposed Rule 7.31E(f)(4)(C) would 

provide that, during a trading halt or 

pause, an incoming Directed Order 

would be rejected. 

Proposed Rule 7.31E(f)(4)(D) would 

provide that a request to cancel a 

Directed Order designated Day would be 

routed to the ATS to which the order 

was routed. 

The Exchange also proposes a 

conforming change to Rule 7.19E (PreTrade Risk Controls). The Exchange 

proposes to modify Rule 7.19E(a)(5), 

which sets forth the definition of Gross 

Credit Risk Limit and currently provides 

that unexecuted orders in the Exchange 

Book, orders routed on arrival pursuant 

to Rule 7.37E(a)(1), and executed orders 

are included for purposes of calculating 

the Gross Credit Risk Limit. The 

Exchange proposes to modify Rule 

7.19E(a)(5) to specify that orders routed 

on arrival pursuant to Rule 7.31E(f)(4) 

would also be included for purposes of 

the Gross Credit Risk Limit calculation. 

The Exchange believes that the 

proposed rule change would facilitate 

additional trading opportunities by 

offering ATP Holders the ability to 

designate orders submitted to the 


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27678 Federal Register / Vol. 87, No. 89 / Monday, May 9, 2022 / Notices 

7See Rule 7.31E(f)(1). NYSE American also offers 

variations of the Primary Only Order, including the 

Primary Only Until 9:45 Order, which is a Limit or 

Inside Limit Order that, on arrival and until 9:45 

a.m. Eastern Time, routes to the primary listing 

market, and the Primary Only Until 3:55 Order, 

which is a Limit or Inside Limit Order entered on 

the Exchange until 3:55 p.m. Eastern Time, after 

which time the order is cancelled on the Exchange 

and routed to the primary listing market. See Rules 

7.31E(f)(2) and (f)(3). The Exchange’s affiliated 

exchanges NYSE Arca, Inc. (‘‘NYSE Arca’’), NYSE 

Chicago, Inc. (‘‘NYSE Chicago’’), and NYSE 

National, Inc. (‘‘NYSE National’’) (collectively, the 

‘‘Affiliated Exchanges’’) also offer the Primary Only 

Order and variations thereof. See NYSE Arca Rules 

7.31–E(f)(1)–(f)(3); NYSE Chicago Rules 7.31(f)(1)– 

(f)(3); NYSE National Rules 7.31(f)(1)–(f)(3). 

8See, e.g., Nasdaq Stock Market LLC (‘‘Nasdaq’’), 

Equity 4, Equity Trading Rules, Rule 4758(a)(ix) 

(defining the Nasdaq Directed Order as an order 

designed to use a routing strategy under which the 

order is directed to an automated trading center 

other than Nasdaq, as directed by the entering 

party, without checking the Nasdaq Book); Cboe 

EDGX Exchange, Inc. (‘‘EDGX’’) Rules 11.8(c)(7) 

(defining the Routing/Directed ISO order type as an 

ISO that bypasses the EDGX system and is 

immediately routed by EDGX to a specified away 

trading center for execution) and 11.11(g)(2) 

(providing for the DRT routing option, in which an 

order is routed to an alternative trading system as 

instructed); Cboe EDGA Exchange, Inc. (‘‘EDGA’’) 

Rules 11.8(c)(7) (defining the Routing/Directed ISO 

order type as an ISO that bypasses the EDGA system 

and is immediately routed by EDGA to a specified 

away trading center for execution) and 11.11(g)(2) 

(providing for the DRT routing option, in which an 

order is routed to an alternative trading system as 

instructed); Cboe BZX Exchange, Inc. (‘‘BZX’’) 

Rules 11.13(b)(3)(D) (providing for the DRT routing 

option, in which an order is routed to an alternative 

trading system as instructed) and 11.13(b)(3)(F) 

(defining the Directed ISO routing option, under 

which an ISO order would bypass the BZX system 

and be sent to a specified away trading center); 

Cboe BYX Exchange, Inc. (‘‘BYX’’) Rules 

11.13(b)(3)(D) (providing for the DRT routing 

option, in which an order is routed to an alternative 

trading system as instructed) and 11.13(b)(3)(F) 

(defining the Directed ISO routing option, under 

which an ISO order would bypass the BYX system 

and be sent to a specified away trading center). The 

Exchange also believes that the Directed Order 

would provide functionality similar to the C–LNK 

routing strategy formerly offered by EDGA, in 

which C–LNK orders bypassed EDGA’s local book 

and routed directly to a specified Single Dealer 

Platform destination. See Securities Exchange Act 

Release No. 82904 (March 20, 2018), 83 FR 12995 

(March 26, 2018) (SR–CboeEDGA–2018–004) 

(Notice of Filing and Immediate Effectiveness of a 

Proposed Rule Change To Expand an Offering 

Known a Cboe Connect To Provide Connectivity to 

Single-Dealer Platforms Connected to the 

Exchange’s Network and To Propose a Per Share 

Executed Fee for Such Service). 

9The Exchange will also provide information 

regarding the ATS(s) to which a Directed Order may 

be designated to route by Trader Update. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(5). 

12See notes 7 & 8, supra. 

13See note 8, supra. 

Exchange to be routed to an ATS of their 

choosing for execution. The Exchange 

believes the proposed change would 

encourage ATP Holders to utilize the 

Exchange as a venue for order entry and 

further believes that the proposed 

change could create efficiencies for ATP 

Holders by enabling them to send orders 

that they wish to route to an alternate 

destination through the Exchange, 

thereby enabling them to leverage order 

entry protocols and specifications 

already configured for their interactions 

with the Exchange. The Exchange notes 

that the Directed Order, as proposed, 

would operate similarly to the Primary 

Only Order already offered by the 

Exchange, which is an order that is 

routed directly to the primary listing 

market on arrival, without being 

assigned a working time or interacting 

with interest on the Exchange Book.7

The Exchange also believes that the 

Directed Order would offer ATP Holders 

functionality akin to order types and 

routing options that currently exist on 

other equities exchanges.8

Because of the technology changes 

associated with this proposed rule 

change, the Exchange will announce the 

implementation date by Trader Update.9

Subject to effectiveness of this proposed 

rule change, the Exchange anticipates 

that the proposed change will be 

implemented in the second quarter of 

2022. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Securities Exchange Act of 1934,10 in 

general, and furthers the objectives of 

Section 6(b)(5),11 in particular, because 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, to 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that the 

proposed rule change is designed to 

remove impediments to and perfect the 

mechanism of a free and open market 

and promote just and equitable 

principles of trade because the Directed 

Order would offer ATP Holders access 

to additional trading opportunities by 

permitting them to designate orders 

submitted to the Exchange to be routed 

directly to a specified ATS for 

execution. The Exchange further 

believes that the proposed change 

would remove impediments to and 

perfect the mechanism of a free and 

open market by offering ATP Holders 

the option to send orders that they wish 

to route to an alternate destination for 

execution through the Exchange, which 

would create efficiencies to the extent 

ATP Holders are able to leverage 

existing protocols and specifications. 

Finally, the Exchange notes that the 

proposed functionality is not novel, as 

both the Exchange and other exchanges 

offer their members functionality 

whereby an exchange routes orders on 

behalf of a member to a specified 

trading center without such order 

interacting with the exchange’s book.12

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that the proposed 

rules governing Directed Orders would 

promote competition because they 

would provide for an order type on the 

Exchange that would facilitate 

additional trading opportunities for 

market participants. The Exchange 

further believes that the proposed rules 

would allow it to offer ATP Holders 

functionality similar to order types and 

routing options that exist on other 

equities exchanges, thereby enabling the 

Exchange to compete with such 

exchanges.13

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the 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: 


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Federal Register / Vol. 87, No. 89 / Monday, May 9, 2022 / Notices 27679 

14 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Because the Exchange proposes that Directed 

Orders may only be designated for the Core Trading 

Session, the Exchange also proposes conforming 

changes to Rule 7.34 (Trading Sessions). 

Specifically, the Exchange proposes to add Rule 

7.34(c)(1)(E) to provide that Directed Orders 

designated for the Early Trading Session would be 

rejected. The Exchange also proposes to update 

Rule 7.34(c)(1) to refer to ‘‘paragraphs (c)(1)(A)–(E)’’ 

to reflect the addition of subparagraph (E). 

5See Rule 7.31(b)(2), which provides that a Limit 

Order may be designated with an Immediate-orCancel (‘‘IOC’’) modifier. 

6See Rule 7.31(b)(1), which provides that orders 

may be designated with a Day modifier, and that an 

order to buy or sell designated Day, if not traded, 

will expire at the end of the designated session on 

the day on which it was entered. 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEAMER–2022–19 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEAMER–2022–19. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEAMER–2022–19 and 

should be submitted on or before May 

31, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–09857 Filed 5–6–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94839; File No. SR–NYSE– 

2022–20] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Modify Rule 7.31 To Add Subparagraph 

(f)(1) Regarding Directed Orders 

May 3, 2022. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on April 20, 

2022, New York Stock Exchange LLC 

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

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

Rule 7.31 to add subparagraph (f)(1) 

regarding Directed Orders and make 

other conforming changes. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to modify 

Rule 7.31 (Orders and Modifiers) to 

designate subparagraph (f) as describing 

orders with specific routing instructions 

and to add new subparagraph (f)(1) to 

provide for Directed Orders. The 

Exchange also proposes to make other 

conforming changes to its Rules in 

connection with the addition of this 

new order type on the Exchange. The 

Directed Order, as further defined 

below, would be an order sent to the 

Exchange to be routed directly to an 

alternative trading system (‘‘ATS’’) 

specified by a member organization. 

The Exchange proposes to rename 

Rule 7.31(f), which is currently 

designated as Reserved, to ‘‘Orders with 

Specific Routing Instructions.’’ The 

Exchange also proposes to add Rule 

7.31(f)(1), which would define a 

Directed Order as a Limit Order with 

instructions to route on arrival at its 

limit price to a specified ATS with 

which the Exchange maintains an 

electronic linkage. Proposed Rule 

7.31(f)(1) would further provide that 

Directed Orders would be available for 

all securities eligible to trade on the 

Exchange. Proposed Rule 7.31(f)(1) 

would also provide that a Directed 

Order would not be assigned a working 

time or interact with interest on the 

Exchange Book. The Exchange also 

proposes to provide in Rule 7.31(f)(1) 

that the ATS to which a Directed Order 

is routed would be responsible for 

validating whether the order is eligible 

to be accepted, and if such ATS 

determines to reject the order, the order 

would be cancelled. 

Proposed Rule 7.31(f)(1)(A) would 

provide that a Directed Order must be 

designated for the Exchange’s Core 

Trading Session, as defined in Rule 

7.34(a)(2).4

Proposed Rule 7.31(f)(1)(A) would 

further provide that a Directed Order 

must be designated with a Time in 

Force modifier of IOC 5 or Day 6 and 

would be routed to the specified ATS 

with such modifier. The Exchange 

proposes that a Directed Order 

designated IOC would be traded in 

whole or in part on the ATS to which 


khammond on DSKJM1Z7X2PROD with NOTICES