[Federal Register Volume 84, Number 53 (Tuesday, March 19, 2019)]
[Notices]
[Pages 10105-10108]
[FR Doc No: 2019-05105]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2019-0002; Internal Agency Docket No. FEMA-B-1913]

Changes in Flood Hazard Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice lists communities where the addition or
modification of Base Flood Elevations (BFEs), base flood depths,
Special Flood Hazard Area (SFHA) boundaries or zone designations, or
the regulatory floodway (hereinafter referred to as flood hazard
determinations), as shown on the Flood Insurance Rate Maps (FIRMs), and
where applicable, in the supporting Flood Insurance Study (FIS)
reports, prepared by the Federal Emergency Management Agency (FEMA) for
each community, is appropriate because of new scientific or technical
data. The FIRM, and where applicable, portions of the FIS report, have
been revised to reflect these flood hazard determinations through
issuance of a Letter of Map Revision (LOMR), in accordance with Federal
Regulations. The LOMR will be used by insurance agents and others to
calculate appropriate flood insurance premium rates for new buildings
and the contents of those buildings. For rating purposes, the currently
effective community number is shown in the table below and must be used
for all new policies and renewals.

DATES: These flood hazard determinations will be finalized on the dates
listed in the table below and revise the FIRM panels and FIS report in
effect prior to this determination for the listed communities.
    From the date of the second publication of notification of these
changes in a newspaper of local circulation, any person has 90 days in
which to request through the community that the Deputy Associate
Administrator for Insurance and Mitigation reconsider the changes. The
flood hazard determination information may be changed during the 90-day
period.

ADDRESSES: The affected communities are listed in the table below.
Revised flood hazard information for each community is available for
inspection at both the online location and the respective community map
repository address listed in the table below. Additionally, the current
effective FIRM and FIS report for each community are accessible online
through the FEMA Map Service Center at https://msc.fema.gov for
comparison.
    Submit comments and/or appeals to the Chief Executive Officer of
the community as listed in the table below.

FOR FURTHER INFORMATION CONTACT: Rick Sacbibit, Chief, Engineering
Services Branch, Federal Insurance and Mitigation Administration, FEMA,
400 C Street SW, Washington, DC 20472,<PHONE_NUMBER>, or (email)
<EMAIL_ADDRESS>or visit the FEMA Map Information
eXchange (FMIX) online at https://www.floodmaps.fema.gov/fhm/fmx_main.html.

SUPPLEMENTARY INFORMATION: The specific flood hazard determinations are
not described for each community in this notice. However, the online
location and local community map repository address where the flood
hazard determination information is available for inspection is
provided.
    Any request for reconsideration of flood hazard determinations must
be submitted to the Chief Executive Officer of the community as listed
in the table below.
    The modifications are made pursuant to section 201 of the Flood
Disaster Protection Act of 1973, 42 U.S.C. 4105, and are in accordance
with the National Flood Insurance Act of 1968, 42 U.S.C. 4001 et seq.,
and with 44 CFR part 65.

    The FIRM and FIS report are the basis of the floodplain management
measures that the community is required either to adopt or to show
evidence of having in effect in order to qualify or remain qualified
for participation in the National Flood Insurance Program (NFIP).
    These flood hazard determinations, together with the floodplain
management criteria required by 44 CFR 60.3, are the minimum that are
required. They should not be construed to mean that the community must
change any existing ordinances that are more stringent in their
floodplain management requirements. The community may at any time enact
stricter requirements of its own or pursuant to policies established by
other Federal, State, or regional entities. The flood hazard
determinations are in accordance with 44 CFR 65.4.
    The affected communities are listed in the following table. Flood
hazard determination information for each community is available for
inspection at both the online location and the respective community map
repository address listed in the table below. Additionally, the current
effective FIRM and FIS report for each community are accessible online
through the FEMA Map Service Center at https://msc.fema.gov for
comparison.

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

Michael M. Grimm,
Assistant Administrator for Risk Management, Department of Homeland
Security, Federal Emergency Management Agency.

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                                                            Chief executive officer of                                    Online location of letter of map                            Community
         State and county          Location and case No.             community               Community map repository                 revision                Date of modification       No.
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Arizona:
    Maricopa.....................  City of Phoenix (18-   The Honorable Thelda Williams,  Street Transportation          https://msc.fema.gov/portal/        Jun. 14, 2019.........       040051
                                    09-0732P).             Mayor, City of Phoenix, City    Department, 200 West           advanceSearch.
                                                           Hall, 200 West Washington       Washington Street, 5th
                                                           Street, Phoenix, AZ 85003.      Floor, Phoenix, AZ 85003.
    Maricopa.....................  City of Scottsdale     The Honorable W.J. ``Jim''      Planning Records, 7447 East    https://msc.fema.gov/portal/        Jun. 14, 2019.........       045012
                                    (18-09-0732P).         Lane, Mayor, City of            Indian School Road, Suite      advanceSearch.
                                                           Scottsdale, 3939 North          100, Scottsdale, AZ 85251.
                                                           Drinkwater Boulevard,
                                                           Scottsdale, AZ 85251.
    Pinal........................  Unincorporated Areas   The Honorable Todd House,       Pinal County Engineering       https://msc.fema.gov/portal/        Jun. 14, 2019.........       040077
                                    of Pinal County (18-   Chairman, Board of              Division, 31 North Pinal       advanceSearch.
                                    09-1787P).             Supervisors, Pinal County,      Street Building F, Florence,
                                                           P.O. Box 827, Florence, AZ      AZ 85132.
                                                           85132.
    Yavapai......................  Town of Chino Valley   The Honorable Darryl L. Croft,  Development Services           https://msc.fema.gov/portal/        Jun. 14, 2019.........       040094
                                    (18-09-2295P).         Mayor, Town of Chino Valley,    Department, 1982 Voss Drive,   advanceSearch.
                                                           Town Hall, 202 North State      Chino Valley, AZ 86323.
                                                           Route 89, Chino Valley, AZ
                                                           86323.
California:
    Kings........................  UnincorporatedAreas    The Honorable Richard Valle,    Kings County Community         https://msc.fema.gov/portal/        Jun. 17 2019..........       060086
                                    of Kings County (18-   Chairman, Board of              Development Agency, 1400       advanceSearch.
                                    09-1578P).             Supervisors, Kings County,      West Lacey Boulevard,
                                                           1400 West Lacey Boulevard,      Building 6, Hanford, CA
                                                           Hanford, CA 93230.              93230.
    Los Angeles..................  Unincorporated Areas   The Honorable Mark Ridley-      Los Angeles County, Public     https://msc.fema.gov/portal/        Jun. 13, 2019.........       065043
                                    of Los Angeles         Thomas, Chairman, Board of      Works Headquarters,            advanceSearch.
                                    County (18-09-         Supervisors, Los Angeles        Watershed Management
                                    1767P).                County, 500 West Temple         Division, 900 South Fremont
                                                           Street, Room 358, Los           Avenue, Alhambra, CA 91803.
                                                           Angeles, CA 90012.
    Riverside....................  City of Beaumont (18-  The Honorable Nancy Carroll,    Civic and Community Center,    https://msc.fema.gov/portal/        Jun. 12, 2019.........       060247
                                    09-1668P).             Mayor, City of Beaumont, 550    550 East 6th Street,           advanceSearch.
                                                           East 6th Street, Beaumont, CA   Beamont, CA 92223.
                                                           92223.
    San Diego....................  Unincorporated Areas   The Honorable Kristin Gaspar,   San Diego County, Flood        https://msc.fema.gov/portal/        Jun. 11, 2019.........       060284
                                    of San Diego County    Chair, Board of Supervisors,    Control District, Department   advanceSearch.
                                    (18-09-1141P).         San Diego County, 1600          of Public Works, 5510
                                                           Pacific Highway, Room 335,      Overland Avenue, Suite 410,
                                                           San Diego, CA 92101.            San Diego, CA 92123.
    Trinity......................  Unincorporated Areas   The Honorable Keith Groves,     Trinity County Planning        https://msc.fema.gov/portal/        Jun. 13, 2019.........       060401
                                    of Trinity County      Chairman, Board of              Department, 61 Airport Road,   advanceSearch.
                                    (18-09-1648P).         Supervisors, Trinity County,    Weaverville, CA 96093.
                                                           11 Court Street, Room 230,
                                                           Weaverville, CA 96093.
Florida: Bay.....................  Unincorporated Areas   Mr. Robert Majka, Jr., County   Bay County Planning and        https://msc.fema.gov/portal/        Jun. 14, 2019.........       120004
                                    of Bay County (18-04-  Manager, Bay County, 840 West   Zoning, 707 Jenks Avenue,      advanceSearch.
                                    5961P).                11th Street, Panama City, FL    Suite B, Panama City, FL
                                                           32401.                          32401.
Illinois:

    Jackson......................  Unincorporated Areas   The Honorable John S.           Jackson County Assessment      https://msc.fema.gov/portal/        Jun. 12, 2019.........       170927
                                    of Jackson County      Rendleman, Chairman, Jackson    Office, 20 South 10th          advanceSearch.
                                    (18-05-4175P).         County Board, Jackson County    Street, Murphysboro, IL
                                                           Courthouse, 1001 Walnut         62966.
                                                           Street, Murphysboro, IL
                                                           62966.
    Jackson......................  Village of Dowell (18- The Honorable Charles D. Horn,  Village Hall, 213 Union        https://msc.fema.gov/portal/        Jun. 12, 2019.........       170875
                                    05-4175P).             Village President, Village of   Avenue, Dowell, IL 62927.      advanceSearch.
                                                           Dowell, P.O. Box 92, Dowell,
                                                           IL 62927.
Indiana: Marion..................  City of Indianapolis   The Honorable Joe Hogsett,      City-County Building, 200      https://msc.fema.gov/portal/        Jun. 21, 2019.........       180159
                                    (19-05-0008P)          Mayor, City of Indianapolis,    East Washington Street,        advanceSearch.
                                                           City-County Building, 200       Suite 1842, Indianapolis, IN
                                                           East Washington Street, Suite   46204.
                                                           2501, Indianapolis, IN 46204.
Kansas: Johnson..................  City of Lenexa (18-07- The Honorable Michael Boehm,    City Hall, 12350 West 87th     https://msc.fema.gov/portal/        May 15, 2019..........       200168
                                    1738P).                Mayor, City of Lenexa, 8522     Street Parkway, Lenexa, KS     advanceSearch.
                                                           Caenen Lake Court Lenexa, KS    66215.
                                                           66215.
Michigan: Oakland................  City of Rochester (18- The Honorable Rob Ray Mayor,    City Hall, 400 6th Street,     https://msc.fema.gov/portal/        Jun. 14, 2019.........       260326
                                    05-2400P).             City of Rochester, Rochester    Rochester, MI 48307.           advanceSearch.
                                                           City Hall, 400 6th Street,
                                                           Rochester, MI 48307.
Missouri: Jackson................  City of Lee's Summit   The Honorable Bill Baird,       Mayor's Office, 207 Southwest  https://msc.fema.gov/portal/        Jun. 13, 2019.........       290174
                                    (18-07-0912P).         Mayor, City of Lee's Summit,    Market Street, Lee's Summit,   advanceSearch.
                                                           220 Southeast Green Street,     MO 64063.
                                                           Lee's Summit, MO 64063.
Nebraska:
    Douglas......................  City of Omaha (18-07-  The Honorable Jean Stothert,    Civic Center, 1819 Farnam      https://msc.fema.gov/portal/        Jun. 20, 2019.........       315274
                                    0801P).                Mayor, City of Omaha, Office    Street, Omaha, NE 68183.       advanceSearch.
                                                           of The Mayor, 1819 Farnam
                                                           Street, Suite 300, Omaha, NE
                                                           68183.
    Lancaster....................  City of Waverly (18-   The Honorable Mike Werner,      City Hall, 14130 Lancashire,   https://msc.fema.gov/portal/        Apr. 26, 2019.........       310140
                                    07-0490P).             Mayor, City of Waverly, City    Waverly, NE 68462.             advanceSearch.
                                                           Hall, P.O. Box 427, Waverly,
                                                           NE 68462.
Nevada: Clark....................  City of Henderson (18- The Honorable Debra March,      Public Works Department, 240   https://msc.fema.gov/portal/        Jun. 11, 2019.........       320005
                                    09-2045P).             Mayor, City of Henderson, 240   South Water Street,            advanceSearch.
                                                           South Water Street,             Henderson, NV 89015.
                                                           Henderson, NV 89015.
Ohio:
    Fairfield....................  City of Lancaster (18- The Honorable David S. Smith,   Municipal Building, 121 East   https://msc.fema.gov/portal/        Jun. 17, 2019.........       390161
                                    05-6407P).             Mayor, City of Lancaster, 104   Chestnut Street, Suite 100,    advanceSearch.
                                                           East Main Street, Room 101,     Lancaster, OH 43130.
                                                           Lancaster, OH 43130.
    Lake.........................  Unincorporated Areas   Mr. John R. Hamercheck,         Lake County Engineer's         https://msc.fema.gov/portal/        Jun. 19, 2019.........       390771
                                    of Lake County (18-    Commissioner, Lake County,      Office, 550 Blackbrook Road,   advanceSearch.
                                    05-2719P).             105 Main Street, 4th Floor,     Painesville, OH 44077.
                                                           Painesville, OH 44077.
South Carolina: Richland.........  Unincorporated Areas   The Honorable Joyce Dickerson,  Richland County, Department    https://msc.fema.gov/portal/        Jun. 17, 2019.........       450170
                                    of Richland County     Chair, Richland County          of Public Works, 400 Powell    advanceSearch.
                                    (18-04-5530P).         Council, 2020 Hampton Street,   Street, Columbia, SC 29203.
                                                           Columbia, SC 29201
Wisconsin: Sheboygan.............  Unincorporated Areas   Mr. Roger L. Te Stroete,        Sheboygan County,              https://msc.fema.gov/portal/        May 14, 2019..........       550424
                                    of Sheboygan County    County Board Supervisor,        Administration Building, 508   advanceSearch.
                                    (19-05-0048P).         Sheboygan County, 508 New       New York Avenue, Sheboygan,
                                                           York Avenue, 3rd Floor, Room    WI 53081.
                                                           311, Sheboygan, WI 53081.
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[FR Doc. 2019-05105 Filed 3-18-19; 8:45 am]
BILLING CODE 9110-12-P


[Federal Register Volume 78, Number 111 (Monday, June 10, 2013)]
[Notices]
[Pages 34683-34687]
[FR Doc No: 2013-13630]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69684; File No. SR-BX-2013-016]

Self-Regulatory Organizations; NASDAQ OMX BX Inc.; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove
the Proposed Rule Change To Adopt a Directed Order Process

June 3, 2013.

I. Introduction

    On February 21, 2013, NASDAQ OMX BX Inc. (``Exchange'' or ``BX'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
establish a directed order process. The proposed rule change was
published for comment in the Federal Register on March 11, 2013.\3\ The
Commission received a comment letter from one commenter on the
proposal,\4\ a letter responding to the comment,\5\ and a follow up
comment letter from the same commenter.\6\ In addition, on April 17,
2013, the Exchange filed Amendment No. 1 to the proposed rule
change.\7\ On April 22, 2013, the

Exchange extended to June 6, 2013, the time period within which the
Commission must approve the proposed rule change, disapprove the
proposed rule change, or institute proceedings to determine whether to
disapprove the proposed rule change. This order institutes proceedings
under Section 19(b)(2)(B) of the Act to determine whether to approve or
disapprove the proposed rule change.
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    \1\ 15 U.S.C. 78a.
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 69040 (March 5,
2013), 78 FR 15385 (March 11, 2013) (``Notice'').
    \4\ See Letter, dated April 2, 2013, to the Commission from
Janet McGuiness, Executive Vice President, Secretary and General
Counsel, NYSE Euronext (``NYSE Letter'').
    \5\ See Letter, April 17, 2013, to the Commission from Edith
Hallahan, Principal Associate General Counsel, BX (``BX Response
Letter'').
    \6\ See Letter, dated May 10, 2013, to the Commission from Janet
McGuiness, Executive Vice President, Secretary and General Counsel,
NYSE Euronext (``NYSE Response Letter'').
    \7\ Amendment No. 1, which the Commission believes is technical
in nature and not subject to notice and comment, clarifies that,
when a Directed Order (as defined below) is submitted in an options
class that is subject to the price/time priority on the Exchange,
the Directed Market Maker's Directed Allocation (as defined below)
would be capped at 40%, unless the Directed Market Maker's size at
the first position in time priority at that price exceeds 40%, in
which case the Directed Market Maker would have priority for that
size.
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II. Description of the Proposal

    The Exchange proposes to establish a directed order process that
would permit members of the Exchange (``BX Participants'') to direct
orders (``Directed Orders'') to a particular market maker on the
Exchange (``Directed Market Maker'').\8\ Under the proposed rule
change, a Directed Order that could not be executed upon receipt would
be placed on the BX book and would retain its status as a Directed
Order.\9\ Further, a Directed Market Maker would remain eligible to be
allocated a percentage of the Directed Order at all price levels at
which the Directed Market Maker has a quote or order (a ``Directed
Allocation'').\10\ To receive a Directed Allocation, the Directed
Market Maker would be required to have quotes or orders at the National
Best Bid or National Best Offer (``NBBO'') at the time of the execution
of the Directed Order; the Directed Market Maker would not be required
to be quoting at the NBBO at the time the Directed Order is
received.\11\
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    \8\ Specifically, BX proposes to add Chapter VI, Section 1(e)(1)
to Chapter VI to define a Directed Order as ``an order to buy or
sell which has been directed (pursuant to the Exchange's
instructions on how to direct an order) to a particular Market Maker
(``Directed Market Maker'') after the opening.'' BX's also proposes
to amend Chapter VI, Section 6(a)(2) to include Directed Order to
the list of orders handled within the BX System.
    \9\ Chapter VI, Section 10(3)(iv)(C). For example, as shown in
Example 6 in the Notice, if a non-routable Directed Order to buy is
received on BX and BX is not quoting at the NBO, the order would be
posted on the BX Book. If the market moves such that BX and Directed
Market Maker are quoting at the NBO, the Directed Order would be
executed against the BX Book and the Directed Market Maker would
receive a 40% allocation of the Directed Order.
    \10\ Chapter VI, Section 10(3)(iv)(C).
    \11\ For example, as shown in Example 4 in the Notice, a
Directed Market Maker that was not at the NBO when the Directed
Order was received on the Exchange, would receive a Directed
Allocation at the next price level below the NBO if the quotes or
orders at the NBO were exhausted.
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    The calculation of a Directed Market Maker's Directed Allocation
would depend on whether the Directed Order is submitted in an options
class that is subject to price/time priority or in an options class
that is subject to the size pro-rata execution algorithm on the
Exchange. Specifically, if a Directed Order is submitted in an options
class that is subject to price/time priority, a Directed Market Maker
who has time priority at a particular price would receive the amount of
the Directed Order equal to the Directed Market Maker's quotes or
orders with time priority at that price.\12\ However, if the Directed
Market Maker does not have time priority for a size equal to or greater
than 40% of the Directed Allocation, the Directed Market Maker would be
eligible to receive 40% of the Directed Order at each price level at
which there is an execution and at which the Directed Market Maker has
quotes or orders.\13\ The Exchange further proposes to allocate the
remainder of the Directed Order to the other participants in price/time
priority sequence, including any remaining contracts of the Directed
Market Maker and multiple quotes or orders from the same firm.\14\
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    \12\ Chapter VI, Section 10(3)(i)(A). See Amendment No. 1, supra
note 7.
    \13\ If there are multiple resting quotes or orders from the
same Directed Market Maker, the Directed Market Maker would receive
the Directed Allocation (up to 40% of the Directed Order)
distributed among those quotes or orders on a time priority basis.
Chapter VI, Section 10(3)(i)(A).
    \14\ Chapter VI, Section 10(3)(i)(A).
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    If a Directed Order is submitted in an options class that is
subject to the size pro-rata execution algorithm, any Public Customer
limit orders resting on the limit order book at the execution price
would first be executed against the Directed Order.\15\ Once all Public
Customer limit orders are executed, the Directed Market Maker would
receive the greater of: (1) The pro-rata allocation to which such
Directed Market Maker would be entitled or (2) the 40% of the Directed
Order at that particular price.\16\ Once the Directed Allocation is
determined, the Exchange proposes to allocate all remaining contracts
of the Directed Order on a size pro-rata basis among all remaining
participants (except for the Directed Market Maker).
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    \15\ Chapter VI, Section 10(3)(i)(B).
    \16\ If there are multiple quotes or orders for the same
Directed Market Maker, the Exchange would distribute the Directed
Allocation among those quotes or orders on a size pro-rata basis.
Chapter VI, Section 10(3)(i)(B).
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    The Directed Market Maker would not be entitled to receive a number
of contracts that is greater than the size associated with its quote or
order at a particular price.\17\ In addition, if the calculation of the
40% Directed Allocation results in a fractional remainder, the Exchange
proposes to round up the Directed Market Maker's Directed Allocation to
the next whole number whether the Directed Order is submitted in an
options class subject to price/time priority or in an options class
that is subject to the size pro-rata execution algorithm.\18\
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    \17\ Chapter VI, Section 10(3)(iv)(A).
    \18\ Chapter VI, Section 10(3)(iv)(B).
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    The Exchange also proposes to reduce the quoting obligations
applicable to its Market Makers but subject Directed Market Makers to
heightened quoting requirements. Currently, BX Market Makers are
required to quote during regular market hours on a continuous basis
(i.e., 90% of the trading day) in at least 60% of the series in options
in which the Market Maker is registered. The proposed rule would reduce
this requirement such that Market Makers would be required to quote 60%
of the trading day (as a percentage of the total number of minutes in
such trading day) or such higher percentage as BX may announce in
advance, in all options in which the Market Maker is registered.
Compliance with the obligation that a Market Maker quote 60% of each
trading day in all options in which it is registered would be
determined on a monthly basis.\19\
---------------------------------------------------------------------------

    \19\ Chapter VII, Section 6(d)(i)(4).
---------------------------------------------------------------------------

    Directed Market Makers, however, would be required to quote such
options 90% of the trading day (as a percentage of the total number of
minutes in such trading day) or such higher percentage as BX announces
in advance, applied collectively to all series in all of the options in
which the Directed Market Maker receives Directed Orders (rather than
on an option-by-option basis). The Directed Market Maker would be
required to comply with the heightened quoting requirements only upon
receiving a Directed Order and the heightened quoting requirements
would be applicable until the end of the calendar month. Compliance
with the obligation that a Directed Market Maker quote options in which
they have received a Directed Order 90% of each trading day would be
determined on a monthly basis.\20\
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    \20\ Chapter VII, Section 6(d)(i)(4).
---------------------------------------------------------------------------

III. Summary of Comments

    In its comment letter on the proposed rule change, NYSE Euronext
(``NYSE'') raises two primary concerns regarding the Exchange's
proposal.\21\ First, NYSE argues that a provision in the proposed rule
that applies to options classes with price/time priority is vague and
that, accordingly, could be interpreted to imply that as long as a
Directed Market Maker establishes time priority for at least one
contract, all of the Directed Market Maker's interest at that price

will be accorded time priority over all other interest in the book at
that price. NYSE believes that providing Directed Market Makers with
this time priority could result in the Directed Market Maker receiving
a 100% Directed Allocation. NYSE suggests a modification of BX's
proposal to clarify that ``the Directed Market Maker will receive only
the size he/she has at the first position in time priority, plus up to
40% of the remainder of the Directed Order'' (emphasis in
original).\22\
---------------------------------------------------------------------------

    \21\ See NYSE Letter, supra note 4.
    \22\ See NYSE Letter, supra note 4, at 3.
---------------------------------------------------------------------------

    In response to NYSE's concerns, the Exchange submitted a letter and
an amendment to its proposal.\23\ In its response, the Exchange
explains that the language related to Directed Market Makers receiving
100% of a Directed Allocation when the Directed Market Maker is first
in time was intended to address the scenario when a Directed Market
Maker already has time priority and a Directed Allocation is not
needed. Therefore, BX explains that ``a Directed Market Maker cannot
use a small quote/order to `jump the queue' by later submitting a
larger quote/order at the same price, because priority afforded via
Directed Allocation is limited to the 40% calculation.'' \24\ BX
submitted Amendment 1 to clarify this point in its proposed rule text
and discussion of its proposed rule change.\25\
---------------------------------------------------------------------------

    \23\ See BX Response Letter, supra note 5 and Amendment 1, supra
note 7.
    \24\ See BX Response Letter, supra note 5, at 1.
    \25\ In its comment letter, NYSE raises additional concerns
about BX's proposal based on the interpretation that the Exchange's
proposed rule could permit 100% internalization. These concerns
relate to opportunities for selective quoting and use of price
improving orders, as well as concerns relating to information
barriers that govern permissible communication between the market
making function of a broker-dealer and other divisions within a
broker-dealer, such as an order sending affiliate. Id. at 3-5. The
Exchange notes that these additional concerns are based on NYSE's
interpretation of the proposed rule and that, given that the
Directed Allocation will not function the way NYSE understood,
NYSE's additional concerns are not applicable. See BX Response
Letter, supra note 5, at 2.
---------------------------------------------------------------------------

    NYSE also expressed concern with the Exchange's proposed rule to
allow a Market Maker to receive a Directed Allocation when the Market
Maker does not have a quote at the NBBO at the time the Directed Order
is received by the Exchange. NYSE believes that the proposal enables a
Market Maker to ``lay in wait outside the NBBO, allowing other
participants to participate in the order at less attractive prices.''
\26\ The Market Maker would then receive a 40% guarantee for that
portion of the Directed Order that trades beyond the initial NBBO. NYSE
argues that this rule would be unprecedented and recommends that the
Exchange stipulate that a preferential Directed Order allocation of any
kind is only available to Market Makers who have a quote or order at
the NBBO at the time the Directed Order is received by the Exchange.
---------------------------------------------------------------------------

    \26\ See NYSE Letter, supra note 4, at 5.
---------------------------------------------------------------------------

    In response to this concern, the Exchange recognizes that its
proposal does break new ground, but stresses that in order to receive
an execution of a Directed Order, a Directed Market Maker must be
quoting at the NBBO at the time of execution, and that there would
never be an allocation to a quote outside the NBBO.\27\ The Exchange
argues that its proposal addresses the reality of multiple prices and
creates an ability to efficiently execute a larger volume of an order.
The Exchange further maintains that it ``recognizes the new NBBO and
preserves the requirement that the Directed Market Maker be at the
NBBO'' (emphasis in original).\28\ The Exchange believes that
availability of a certain depth of a quote beyond the current NBBO is
an important aspect of price discovery, particularly with respect to
execution of larger orders when the NBBO is for a small size.
Therefore, the Exchange argues that its proposal provides preferential
allocation to Market Makers who are fostering price discovery and
transparency by taking the commensurate risk of quoting at the NBBO at
the time of execution of the Directed Order. Accordingly, the Exchange
maintains that Directed Market Makers will continue to have the
incentive to quote aggressively to maximize their participation.
---------------------------------------------------------------------------

    \27\ See BX Response Letter, supra note 5, at 2.
    \28\ Id. at 3.
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    In its second letter, NYSE states that the Exchange's response was
inadequate and the concerns regarding allowing Directed Market Makers
to receive a Directed Allocation when the Directed Market Maker's quote
is not at the NBBO persist. NYSE argues that the proposed rule change,
by rewarding market makers whose quotes are not the most aggressive,
will encourage market makers to quote away from the inside market.\29\
In addition, NYSE asserts that the proposed rule change raises concerns
``that are even more troubling than those held by the Commission and
staff for more than a decade about the tendency of passive price
matching behavior to degrade price competition in options markets.''
\30\ As a result, NYSE believes that allowing the Exchange's proposal
would deteriorate market makers' incentives to compete for incoming
orders based on price.
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    \29\ See NYSE Response Letter, supra note 6, at 1.
    \30\ Id. (citing Special Study: Payment for Order Flow and
Internalization in the Options Markets, Office of Compliance
Inspections and Examinations and Office of Economic Analysis (Dec.
2000). Indeed, the NYSE notes that BX would not even require a
Directed Market Maker to passively price match--i.e., promising to
match the price of the NBBO--to receive a Directed Allocation.
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    NYSE also raises a concern with the Exchange permitting Directed
Allocations to a Directed Market Maker before a Public Customer when
the Directed Market Maker is not first-in-time. NYSE notes that, under
the Exchange's proposal, a Directed Market Maker that arrives after a
Public Customer who has aggressively improved the NBBO would receive a
Directed Allocation of an order that the earlier-arriving Public
Customer could potentially have completely filled. According to the
NYSE, public customers would not be fully rewarded for providing an
aggressive quote and thus the incentives to improve the NBBO would
decrease, resulting in fewer displayed public customer orders and fewer
public customers willing to improve the NBBO. NYSE describes the
longstanding history of distinguishing public customers from
professionals and allowing advantages to public customer orders.\31\
NYSE provides NYSE Arca Inc. and NYSE Amex Options LLC as examples of
exchanges that use the ``appropriate approach'' of maintaining
incentives for public customers willing to aggressively quote,
especially when public customer orders are ranked ahead of a Directed
Market Maker's order. Specifically, NYSE Arca Inc. does not award the
Lead Market Maker the 40% participation entitlement they would
otherwise receive, but instead grants strict time priority to the
customer, thus ensuring that customers aggressively improving the NBBO
are fully rewarded.\32\ Under the rules of NYSE Amex Options LLC,
customer orders have priority for incoming Directed Orders, even if the
market maker has time priority.\33\
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    \31\ See NYSE Response Letter, supra note 6, at 2.
    \32\ See NYSE Response Letter, supra note 6, at 4 (citing NYSE
Arca Options Rule 6.76A).
    \33\ See NYSE Response Letter, supra note 6, at 4 (citing NYSE
MKT Rule 964NY).
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IV. Proceedings To Determine Whether To Approve or Disapprove SR-BX-
2013-016 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act to determine whether the proposed rule change
should be approved or disapproved. Institution of such proceedings is
appropriate at this time in view of the legal and policy issues raised
by the

proposed rule change. Institution of these proceedings does not
indicate that the Commission has reached any conclusions with respect
to any of the issues involved. Rather, as described in greater detail
in Section V below, the Commission seeks and encourages interested
persons to provide additional comments on the proposed rule change to
inform the Commission's analysis of whether to approve or disapprove
the proposed rule change.
    As described above, the Exchange's proposed Directed Order process
would enable a Directed Market Maker to be eligible to receive a
Directed Allocation regardless of whether the Market Maker is quoting
at the NBBO at the time the Directed Order is received. The Directed
Allocation would be available for the life of the Directed Order. If
the Directed Market Maker does not have time priority for a size equal
to or greater than the Directed Allocation at a particular price that
is the NBBO, the Directed Market Maker would be entitled to a Directed
Allocation, regardless of time priority. Further, the Directed Market
Maker would be entitled to a Directed Allocation at all price levels at
which the Directed Market Maker has a quote or order. In addition, when
a Directed Order is submitted in an options class that is subject to
the price/time priority on the Exchange, the Exchange would provide
Directed Market Makers with priority for the Directed Allocation ahead
of any Public Customer limit orders, including those that arrived prior
to the Directed Market Maker's quotes or orders at that price. In
addition, if the calculation of the 40% Directed Allocation results in
a fractional remainder, the Exchange further proposes to round up to
the next whole number. Further, the Directed Market Maker would be
subject to heightened quoting requirements only upon receiving a
Directed Order, it would not be required to meet those requirements
beforehand. The Exchange also proposes to reduce the quoting
obligations applicable to its Market Makers.
    Pursuant to Section 19(b)(2)(B), the Commission is providing notice
of the grounds for disapproval under consideration. The section of the
Act applicable to the proposed rule change that provide the grounds for
approval or disapproval under consideration are Section 6(b)(5) \34\
and Section 6(b)(8).\35\ Section 6(b)(5) of the Act requires, among
other things, that the rules of a national securities exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, 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; and are not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. Section 6(b)(8) of the Act
requires that the rules of the exchange do not impose any burden on
competition not necessary or appropriate in furtherance of the Act.
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    \34\ 15 U.S.C. 78f(b)(5).
    \35\ 15 U.S.C. 78f(b)(8).
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    The Commission believes that the Exchange's proposal raises
questions as to whether the proposed rule change is consistent with
these standards. Specifically, the Commission questions whether, and if
so how, the proposed rules could impact quote competition on the
Exchange. The Commission also questions whether, and if so, how, any
impact on quote competition on the Exchange could impact execution
quality on the Exchange. In addition, the Commission questions whether
BX's proposal is designed to protect investors in that the proposal
would provide Directed Market Makers with priority for Directed
Allocations ahead of Public Customer limit orders that arrived first in
time.

V. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
concerns identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) \36\ or any other provision of the Act,
or the rules and regulations thereunder. Although there do not appear
to be any issues relevant to approval or disapproval which would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\37\
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    \36\ 15 U.S.C. 78f(b)(5).
    \37\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Act Amendments of 1975, Senate Comm. on
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by July 1, 2013. Any person who wishes to file a rebuttal
to any other person's submission must file that rebuttal by July 15,
2013.
    The Commission asks that commenters address the sufficiency and
merit of the Exchange's statements in support of the proposal, in
addition to any other comments they may wish to submit about the
proposed rule change. In particular, the Commission seeks comment on
the following:
    1. Unlike the Directed Order rules of other options exchanges, the
Exchange's proposed rule would not require that a Directed Market Maker
be quoting at the NBBO at the time a Directed Order is received. The
Commission seeks comment on whether this aspect of the proposed rule
change would impact market makers' incentives to quote competitively on
the Exchange. If so, how? If not, why not? If the Commission were to
approve this aspect of the proposed rule change and if other options
exchanges also eliminated the requirement that Directed Market Makers
quote at the NBBO to receive Directed Orders as part of their Directed
Order process, what, if any, impact could there be more generally on
the quality of quotations in the options markets?
    2. In support of not including an NBBO quoting requirement, the
Exchange argues that availability of quotes beyond the current NBBO is
an important aspect of price discovery, particularly with respect to
execution of larger orders when the NBBO is for a small size. The
Exchange further argues that its proposal ``acknowledges and addresses
the reality of executions at multiple prices'' and creates an ability
to efficiently execute a larger volume of an order. Therefore, the
Exchange argues that its proposal provides preferential allocation to
Market Makers who are fostering price discovery and transparency by
``taking the commensurate risk of quoting at the NBBO at the time of
execution of the Directed Order.'' Do commenters have any views
regarding the Exchange's arguments? If so, please explain.
    3. NYSE argues that, because of the lack of an NBBO quoting
requirement, ``BX Market Makers will be able to lay in wait outside the
NBBO, allowing other participants to participate in the order at less
attractive prices and then receiving a 40% guarantee for that portion
of the Directed Order that trades at more attractive prices (from the
Market Maker's standpoint) beyond the

initial NBBO,'' and this will destroy incentives for Market Makers to
quote aggressively at the NBBO. However, the Exchange argues that
Market Makers will continue to have the incentive to quote aggressively
to maximize their participation and that quoting outside of the NBBO
contributes to the market by providing depth and the ability to execute
more of an order, especially where the NBBO size is small. Do
commenters have any views regarding the NYSE's or the Exchange's
arguments? If so, please explain.
    4. Under the proposed rule, a Directed Market Maker to whom an
order is directed in an option subject to price/time priority would
receive a 40% allocation ahead of orders of other market participants,
including customer orders that had time priority over the Directed
Market Maker's quotation. What are commenters' views on this aspect of
the proposal? Does this aspect of the proposed rule change impact the
protection of investors? If so, how? If not, why not? Does this aspect
of the proposed rule change have any impact on the options markets as a
whole? If so, please explain.
    5. NYSE notes that, under the Exchange's proposal, a Directed
Market Maker that arrives after a Public Customer who has aggressively
improved the NBBO would receive a Directed Allocation of an order that
the earlier-arriving Public Customer could potentially have completely
filled. NYSE argues that this provision would reduce the incentives of
public customers to improve the NBBO, resulting in fewer displayed
public customer orders and fewer public customers willing to improve
the NBBO. Do commenters have any views regarding the NYSE's arguments?
If so, please explain.
    6. Under the proposed rule change, a Directed Order would remain as
such as long as it exists on the Exchange and the Directed Market Maker
would be eligible for a Directed Allocation at all price levels at
which the Directed Market Maker has a quote or order. Do commenters
have any views on whether this aspect of the proposed rule change would
have an impact on quote competition on the Exchange? Is so, how so? If
not, why not?
    7. Unlike the Directed Order rules of other options exchanges that
subject Directed Market Makers to heightened quoting obligations prior
to receiving Directed Orders, the Exchange's proposed rules would only
subject a Directed Market Maker to heightened quoting obligations after
receipt of the first Directed Order in a given month. Do commenters
have any views on whether this provision would balance the benefits of
receiving enhanced allocations with heightened quoting obligations,
consistent with the Exchange Act? Is so, please explain.
    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_ADDRESS>Please include
File Number No. SR-BX-2013-016 on the subject line.

Paper Comments:

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number No. SR-BX-2013-016. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of BX. 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 No. SR-BX-2013-016, and should
be submitted on or before July 1, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\38\
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    \38\ 17 CFR 200.30-3(a)(57).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-13630 Filed 6-7-13; 8:45 am]
BILLING CODE 8011-01-P