[Federal Register Volume 84, Number 227 (Monday, November 25, 2019)]
[Notices]
[Pages 64942-64946]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-25456]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87573; File No. SR-NYSECHX-2019-19]
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Adopting
Rules Relating to Order Audit Trail System Requirements
November 19, 2019.
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 November 6, 2019, the NYSE Chicago, Inc. (``NYSE
Chicago'' or the ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to adopt rules relating to Order Audit Trail
System requirements, and amend Article 11, Rule 4 in anticipation of
the Exchange's transition to trading to the Pillar trading platform.
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to adopt rules relating to Order Audit Trail
System (``OATS'') requirements, and amend Article 11, Rule 4 in
anticipation of the Exchange's transition to trading to the Pillar
trading platform.\4\ Pillar is an integrated trading technology
platform designed to use a single specification for connecting to the
equites and options markets operated by the Exchange and its
affiliates, NYSE Arca, Inc. (``NYSE Arca''), NYSE American, LLC (``NYSE
American''), NYSE National, Inc. (``NYSE National''), and New York
Stock Exchange LLC (``NYSE'') (the ``Affiliated Exchanges'').
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\4\ The Exchange has announced that, subject to rule approvals,
it will transition to trading on Pillar on November 4, 2019. See
Trader Update, available at https://www.nyse.com/publicdocs/nyse/markets/nyse-chicago/NYSE_Chicago_Migration.pdf. The Exchange
originally filed the proposed rule change on October 31, 2019 (SR-
NYSECHX-2019-17) and withdrew such filing on November 6, 2019, and
is now submitting this proposed rule change to include additional
specificity.
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Background
In July 2018, the Exchange and its direct parent company were
acquired by NYSE Group, Inc. (``Transaction'').\5\ As a result of the
Transaction, the Exchange became part of a corporate family including
the Affiliated Exchanges. Following the Transaction, the Exchange
continued to operate as a separate self-regulatory organization with
rules, membership rosters and listings distinct from the rules,
membership rosters and listings of the other Affiliated Exchanges.
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\5\ See Securities Exchange Act Release No. 83635 (July 13,
2018), 83 FR 34182 (July 19, 2018) (SR-CHX-2018-004); see also
Securities Exchange Act Release No. 83303 (May 22, 2018), 83 FR
24517 (May 29, 2018) (SR-CHX-2018-004).
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The Exchange recently adopted the rule numbering framework of NYSE
National rules, which are organized in 13 Rules.\6\ In addition, the
Exchange has amended its rules to support the transition of trading in
Tape A, Tape B, and Tape C-listed securities from its current trading
platform to a fully automated price-time priority allocation model that
operates on the Pillar trading
[[Page 64943]]
platform.\7\ As part of this transition, the Exchange will continue to
support Institutional Brokers, as provided for under Article 17, and is
updating the Brokerplex system, which is described in Article 17, Rule
5, to interface with the Pillar trading platform.\8\
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\6\ See Securities Exchange Act Release No. 85297 (March 12,
2019), 84 FR 9854 (March 18, 2019) (SR-NYSECHX-2019-03) (Notice of
Filing and Immediate Effectiveness) (``Framework Filing'').
\7\ See Securities Exchange Act Release No. 87264 (October 9,
2019), 84 FR 55345 (October 16, 2019) (SR-NYSECHX-2019-08) (Approval
Order).
\8\ The term ``Institutional Broker'' is defined in Article 1,
Rule 1(n) to mean a member of the Exchange who is registered as an
Institutional Broker pursuant to the provisions of Article 17 and
has satisfied all Exchange requirements to operate as an
Institutional Broker on the Exchange.
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As described in the Framework Filing, Rule 0 currently provides
that the Exchange and FINRA are parties to a Regulatory Services
Agreement (``RSA'') pursuant to which FINRA has agreed to perform
certain regulatory functions of the Exchange on behalf of the
Exchange.\9\ The Exchange notes that pursuant to the RSA, FINRA will
perform certain regulatory surveillance of trading activity on the
Exchange and conduct various regulatory services on behalf of the
Exchange, similar to what FINRA has contracted to do for the Affiliated
Exchanges. Notwithstanding the RSA, the Exchange will retain legal
responsibility for the regulation of its members and its market and the
performance of FINRA as its regulatory services provider.
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\9\ See Rule 0 (Regulation of the Exchange and Participants).
The rule also provides that notwithstanding the fact that the
Exchange has entered into an RSA with FINRA to perform certain of
the Exchange's functions, the Exchange shall retain ultimate legal
responsibility for, and control of, such functions.
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Because of both the transition to the Pillar trading platform and
the regulatory relationship with FINRA, the Exchange proposes to amend
specified rules relating to regulatory reporting requirements. First,
the Exchange proposes to add new Rules 6.7400 through 6.7470 that are
based on NYSE National OATS rules relating to order audit trail system
requirements. These OATS requirements are in turn based on the FINRA
OATS requirements, and will facilitate the regulatory relationship with
FINRA. Second, the Exchange proposes to decommission one of the systems
for Institutional Brokers to report certain trading activity on away
markets, as specified in Article 11, Rule 4. With this proposed change,
Institutional Brokers will continue to be required to report this
trading activity, but will no longer be able to submit this data via
regulatory drop copies into Brokerplex.
Proposed Rule 6.7400 (Order Audit Trail System)
The Exchange proposes OATS rules based on NYSE National Rules
6.7400 Series, which in turn are based on the FINRA Rules 7400 Series.
The proposed NYSE Chicago Rule 6.7400 Series would consist of proposed
Rules 6.7410 through 6.7470, which are based on NYSE National Rules
6.7410 through 6.7470 without any substantive differences. The Exchange
proposes non-substantive differences throughout the Rule 6.7400 Series
to refer to the Exchange instead of NYSE National.
Proposed Rule 6.7410 (Definitions) would set forth
definitions used for purposes of the Rule 6.7400 Series and is based on
NYSE National Rule 6.7410 without any substantive differences other
than to refer to Exchange members as Participants rather than ETP
Holders.
Proposed Rule 6.7420 (Applicability) would specify that
the requirements of the Rule 6.7400 Series are applicable to all
Participants and their associated persons and to all NMS Stocks that
trade on the Exchange, and is based on NYSE National Rule 6.720 without
any differences other than to refer to Exchange members as Participants
rather than ETP Holders.
Proposed Rule 6.7430 (Synchronization of ETP Holder
Business Clocks) would require Participants to synchronize business
clocks used for purposes of recording the date and time of specified
events, and is based on NYSE National Rule 6.7430 without any
differences other than to refer to Exchange members as Participants
rather than ETP Holders.
Proposed Rule 6.7440 (Recording of Order Information)
would require Participants to comply with FINRA Rule 7440 as if such
rule were part of the Exchange's rules and is based on NYSE National
Rule 6.7440 without any substantive differences other than to refer to
Exchange members as Participants rather than ETP Holders.
Proposed Rule 6.7450 (Order Data Transmission
Requirements) would require Participants to comply with FINRA Rule 7450
as if such rule were part of the Exchange's rules and is based on NYSE
National Rule 6.7450 without any substantive differences other than to
refer to Exchange members as Participants rather than ETP Holders.
Proposed Rule 6.7460 (Violation of Order Audit Trail
System Rules) would provide that failure of a Participant or associated
person to comply with the requirements of proposed Rules 6.7410 through
6.7460 may be considered conduct that is inconsistent with high
standards of commercial honor and just and equitable principles of
trade. This proposed rule is based on NYSE National Rule 6.7460 with a
non-substantive difference to cross reference Article 9, Rule 2,
instead of NYSE National Rule 11.3.1 and to refer to an Exchange member
as a Participant rather than an ETP Holder.
Proposed Rule 6.7470 (Exemption to the Order Recording and
Data Transmission Requirements) would provide for how a Participant may
apply for an exemption from the Rule 6.7400 Series and is based on NYSE
National Rule 6.7470-E without any differences other than to refer to
an Exchange member as a Participant rather than an ETP Holder. Proposed
Rule 6.7470(c) provides that the rule would be in effect until November
15, 2019, the date prescribed by the National Market System Plan
Governing the Consolidated Audit Trail (``CAT NMS Plan'').
The Exchange does not currently require its Participants to
maintain order information pursuant to an order tracking system and
therefore, does not have the OATS rules or similar rules in its
rulebook. The Exchange does not believe that requiring Participants to
comply with the OATS requirements would impose an undue burden on such
Participants or its associated persons. In fact, Participants that are
also FINRA members (``Dual Members'') are already be subject to FINRA's
OATS requirements. Similarly, because the Affiliated Exchanges have
rules based on the FINRA OATS requirements, Participants that are not
members of FINRA, but are members of the Affiliated Exchanges will
already be subject to such OATS requirements.\10\ To the extent an
Exchange Participant is not also a member of FINRA, one of the
Affiliated Exchanges, or Nasdaq (which also requires compliance with
FINRA OATS requirements), the Exchange believes that the OATS
requirements for non-FINRA members are not onerous, as order
information pursuant to those rules need only be submitted upon
request.\11\
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\10\ The Affiliated Exchanges all have substantially similar
requirements and the proposed rules are similar to the rules adopted
by the Affiliated Exchanges. See NYSE Rules 7410 through 7470; NYSE
Arca Rules 6.7410-E through 6.7470-E; NYSE American Rules 7410-
Equities through 7470-Equities; and NYSE National Rules 6.7410
through 6.7470. See also Nasdaq Rule 7400A Series.
\11\ See proposed Rule 6.7450(b).
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Finally, Institutional Brokers will not have to undertake any
additional obligations under the proposed OATS requirements because the
Exchange will be providing an OATS-compliant system for Institutional
Brokers by
[[Page 64944]]
updating Brokerplex to automatically capture and report to FINRA the
OATS requirements.\12\ Accordingly, if an Institutional Broker has not
previously been a member of either FINRA or an Affiliated Exchange that
has OATS requirements, such Institutional Broker will be able to comply
with the OATS requirements. The Exchange-provided OATS system for
Institutional Brokers will be available contemporaneous with the
transition to trading on the Pillar trading platform.
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\12\ In preparation for the transition to trading to Pillar,
Institutional Brokers have successfully tested the OATS-compliant
Brokerplex.
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The Exchange believes that requiring Participants to comply with
the OATS rules will further promote cross-market surveillance and
enhance FINRA's ability to conduct surveillance and investigations for
the Exchange under the RSA. The proposed sub-numbering of the OATS
Rules (i.e., 7410-7470) mirrors the rule numbers for the OATS rules on
FINRA, NYSE, and NYSE National.
Proposed Decommissioning of Exchange-Provided Regulatory Reporting
Systems
The Exchange currently provides a system that facilitates the
ability for Participants to provide reports of specified off-exchange
trading activity to the Exchange, as described in Interpretation and
Policies .01 to Article 11, Rule 4. The only Participants that use this
regulatory reporting system are the Institutional Brokers. With the
transition to Pillar, the Exchange proposes to decommission this
regulatory reporting system and amend the rules that require use of
this specific system. This proposed rule change does not change in any
way Institutional Brokers' obligations to maintain records of off-
exchange trading activity and report such activity to the Exchange.\13\
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\13\ See Article 11, Rule 3.
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Specifically, Interpretation and Policies .01 to Article 11, Rule 4
provides that Participants shall not use any electronic means of
communication for sending orders from the Exchange to trade in another
market or trading venue (which is defined as a ``layoff service''),
until the Participant or the layoff service provider has established a
process for providing the Exchange with specific information relating
to the off-Exchange trading activity on a real time basis in an
electronic format acceptable to the Exchange.\14\ Only Institutional
Brokers use such layoff services to engage in single-sided order
executions on away markets; such services are unrelated to either
qualified contingent trading or contingent trading. The Exchange uses
the current Brokerplex system to support reporting of these regulatory
``drop copies'' from a layoff service.
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\14\ See Securities Exchange Act Release No. 52534 (September
29, 2005), 70 FR 58500 (October 6, 2005) (Order Approving Proposed
Rule Change and Amendment Nos. 1, 2, and 3 Thereto and Notice of
Filing and Order Granting Accelerated Approval to Amendment No. 4
Thereto Relating to a Prohibition on Using a Layoff Service Unless
the Service Provides Required Information to the Exchange) (SR-CHX-
2004-25).
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With the transition to Pillar, the Exchange proposes to
decommission the system in Brokerplex that receives regulatory drop
copies of off-exchange trading from a layoff service, as described in
Interpretation and Policies .01 to Article 11, Rule 4. The Exchange
therefore proposes to amend Interpretation and Policies .01 to Article
11, Rule 4 to delete the requirement that Institutional Brokers provide
the specified information on a real-time basis in an electronic format
acceptable to the Exchange. In lieu of the current system, the Exchange
proposes that it will require any Institutional Broker that engages in
this trading activity to provide reports of such activity in a format
acceptable to the Exchange within a time frame designated by the
Exchange, which generally would be not later than trade date plus one
day.\15\
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\15\ See NYSE Chicago IM-19-06, dated October 29, 2019,
available at https://www.nyse.com/publicdocs/nyse/markets/nyse-chicago/rule-interpretations/2019/Chicago%20Number%2019-06%2010.29.19.pdf.
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Accordingly, with this proposed rule change, Institutional Brokers
will continue to be subject to the requirements of Article 11, Rule 4,
which specifies the records that Institutional Brokers must report
relating to specified off-exchange trading activity. The proposed rule
change eliminates only the interface with Brokerplex to submit these
regulatory drop copies on a real-time basis. Such reports would still
be required to be submitted to the Exchange, albeit in a different
format. Because the Exchange does not currently utilize this data to
perform this surveillance in real-time, the Exchange believes that it
will be able to maintain its existing surveillance coverage with
respect to this trading activity and use the new reports that will be
provided by Institutional Brokers to monitor this activity. In other
words, the Exchange does not need real-time submission of this
information to conduct this surveillance.
In addition, with respect to Institutional Brokers that are also
members of FINRA, because such firms would be subject to OATS
requirements, any trading on a layoff service would be reported via
OATS and available to FINRA as well.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act''),\16\ in general, and
furthers the objectives of Section 6(b)(5),\17\ 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.
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\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed Rule 6.7400 Series,
relating to Order Audit Trail System, would remove impediments to and
perfect the mechanism of a free and open market and a national market
system because the proposed rule series is based on the approved rules
of NYSE National, which are based on FINRA's OATS rules. The Exchange
further believes that the proposed OATS rules would promote just and
equitable principles of trade as such rules would further promote
cross-market surveillance and enhance FINRA's ability to conduct
surveillance and investigations for the Exchange under the RSA. The
Exchange does not believe that adding the OATS rules to the Exchange
would impose a burden on Exchange Participants because Participants
that are members of FINRA, one of the Affiliated Exchanges, or Nasdaq,
are already subject to OATS requirements under the rules of those SROs.
To the extent an Exchange Participant is not also a member of FINRA,
one of the Affiliated Exchanges, or Nasdaq, such member would not be
subject to ongoing reporting requirements under the proposed OATS
rules, and therefore it would not be onerous for such Participants to
comply if OATS information were requested in the course of a regulatory
inquiry. Finally, because the Exchange will be providing an OATS-
compliant system for Institutional Brokers, if an Institutional Broker
has not previously been a member of either FINRA or an Affiliated
Exchange that has OATS requirements, such Institutional Broker will be
able to comply with the OATS requirements.
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The Exchange believes that the proposed amendment to Article 11,
Rule 4 would remove impediments to and perfect the mechanism of a free
and open market and a national market system because the proposed rule
change simply decommissions the use of an exchange system that accepts
regulatory drop copies that would no longer be available once the
Exchange transitions to trading to the Pillar trading platform. The
Exchange further believes that the proposed rule change would promote
just and equitable principles of trade because Institutional Brokers
would still be required to maintain records of off-exchange trading
activity as specified in that Rule and report such activity to the
Exchange. Because Institutional Brokers would still be providing the
Exchange with this data, the Exchange would not be changing its
surveillances relating to this trading activity. In addition, because
the Exchange does not conduct such surveillances in real time, it does
not need real-time submission of data to perform these surveillances.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not designed to address any competitive issue but rather to provide for
rules to support the transition to trading on the Exchange to the
Pillar trading platform. The Exchange operates in a highly competitive
environment in which its unaffiliated exchange competitors operate
multiple affiliated exchanges that operate under common rules. By
basing its rules on those of its affiliated exchanges, the Exchange
will provide Participants with consistency across affiliated exchanges,
thereby enabling the Exchange to compete with unaffiliated exchange
competitors that similarly operate multiple exchanges on the same
trading platform.
In addition, the Exchange does not believe that the proposed rule
change will impose any burden on competition on Participants that is
not necessary or appropriate in furtherance of the purposes of the Act
because the Exchange has proposed non-trading rules based on those of
its affiliates, e.g., OATS rules. For those Participants that are
already members of FINRA, an affiliated exchange, or Nasdaq, such
Participants are already familiar with such rules in connection with
their membership on those SROs. In addition, the Exchange will be
providing an OATS-compliant system for Institutional Brokers;
therefore, if an Institutional Broker has not previously been a member
of either FINRA or an Affiliated Exchange that has OATS requirements,
such Institutional Broker will be able to comply with the OATS
requirements. Moreover, these proposed rules would provide for greater
harmonization among SROs of the rules for investigations and
disciplinary matters, resulting in less burdensome and more efficient
regulatory compliance for common members and facilitating the
Exchange's performance of its regulatory functions. The proposed OATS
rules would also facilitate FINRA's performance of cross-market
surveillances on behalf of the Exchange.
The Exchange does not believe that amending the regulatory ``drop
copy'' rule would impose a burden competition on Institutional Brokers
that is not necessary or appropriate in furtherance of the purposes of
the Act. The proposed rule, which will apply equally to all
Institutional Brokers, merely deletes the requirement that
Institutional Brokers provide information related to their off-exchange
trading activity on a real-time basis in an electronic format
acceptable to the Exchange. Institutional Brokers would continue to be
required to maintain records of their off-exchange trading activity and
in lieu of the current system, Institutional Brokers would be required
to provide reports of such activity in a format acceptable to the
Exchange within a time frame designated by the Exchange.
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
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \18\ and Rule 19b-
4(f)(6) thereunder.\19\
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\18\ 15 U.S.C. 78s(b)(3)(A).
\19\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \20\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \21\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay so
that the proposed rule change can become effective contemporaneously
with the transition to the Pillar trading platform. For this reason,
the Commission hereby waives the 30-day operative delay and designates
the proposed rule change as operative upon filing.\22\
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\20\ 17 CFR 240.19b-4(f)(6).
\21\ 17 CFR 240.19b-4(f)(6)(iii).
\22\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSECHX-2019-19 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.
[[Page 64946]]
All submissions should refer to File Number SR-NYSECHX-2019-19. 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-NYSECHX-2019-19, and should be submitted
on or before December 16, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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\23\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-25456 Filed 11-22-19; 8:45 am]
BILLING CODE 8011-01-P