As proposed, the Exchange would attempt to facilitate an LULD
Auction following a trading pause under Rule 7.11 (``Trading Pause'')
at the scheduled end of the Trading Pause, which would be defined as
the initial ``Reopening Time.'' This proposed rule text is based in
part on NYSE Arca Rule 7.35-E(e)(2) and NYSE American Rule 7.35E(e)(2),
which describe when the initial Reopening Time would be for a Trading
Pause under those rules, with a non-substantive difference to use the
term ``Reopening'' instead of the term ``Re-Opening.''
    Proposed Rule 7.35C(e)(1) would provide that an LULD Auction would
not be conducted if, at the Reopening Time, the Indicative Match Price,
before being adjusted based on Auction Collars, is below (above) the
Lower (Upper) Auction Collar or if there is an Imbalance of sell (buy)
Market Orders (either, an ``Impermissible Price''). This proposed rule
text is based in part on NYSE Arca Rule 7.35-E(e)(5) and NYSE American
Rule 7.35E(e)(5). Unlike NYSE Arca and NYSE American, the Exchange does
not disseminate a ``Market Imbalance.'' Accordingly, the Exchange
proposes a difference to its proposed rule text to refer to an
``Imbalance of sell (buy) Market Orders.'' Otherwise, the basis for why
the Exchange would not conduct an LULD Auction at the initial Reopening
Time is no different than as on NYSE Arca or NYSE American.
    Proposed Rule 7.35C(e)(2) would provide that the Reopening Time for
an LULD Auction would be extended as follows:
     If there is an Impermissible Price at the initial
Reopening Time, the Trading Pause would be extended an additional five
minutes and a new Reopening Time would be disseminated (``First
Extension'') and the Exchange would not conduct an LULD Auction before
the Reopening Time for the First Extension (see proposed Rule
7.35C(e)(2)(A)). This proposed rule text is based on NYSE Arca Rule
7.35-E(e)(6)(A) and NYSE American Rule 7.35E(e)(6)(A) without any
substantive differences.
     If there is an Impermissible Price at the end of the First
Extension, the Trading Pause would be extended an additional five
minutes and a new Reopening Time would be disseminated (``Subsequent
Extension'') and the Exchange would conduct an LULD Auction before the
Reopening Time for a Subsequent Extension if the Indicative Match
Price, before being adjusted based on Auction Collars, is at or within
the applicable Auction Collars and there is no Imbalance of Market
Orders (see proposed Rule 7.35C(e)(2)(B)). This proposed rule text is
based on NYSE Arca Rule 7.35-E(e)(6)(B) and NYSE American Rule
7.35E(e)(6)(B) without any substantive differences.
     The Trading Pause would continue to be extended if there
is an Impermissible Price at the Reopening Time for a Subsequent
Extension (see proposed Rule 7.35C(e)(2)(C)). This proposed rule text
is based on NYSE Arca Rule 7.35-E(e)(6)(C) and NYSE American Rule
7.35E(e)(6)(C) without any substantive differences.
    Proposed Rule 7.35C(e)(3) would set forth the Auction Collars for
such LULD Auctions. As proposed, for securities with an Auction
Reference Price above $3.00, the Price Collar Threshold for Auction
Collars would be the Auction Reference Price multiplied by 5 percent
and for securities with an Auction Reference Price $3.00 and below, the
Price Collar Threshold for Auction Collars would be $0.15. This
proposed rule text is based on NYSE Arca Rule 7.35-E(e)(7) and NYSE
American Rule 7.35E(e)(7) without any substantive differences.

     Proposed Rule 7.35C(e)(3)(A) would specify the Auction
Reference Price for LULD Auctions as follows: If the Limit State that
preceded the Trading Pause was at the Lower (Upper) Price Band, the
Auction Reference Price would be the Lower (Upper) Price Band. This
proposed rule text is based on NYSE Arca Rule 7.35-E(e)(7)(A) and NYSE
American Rule 7.35E(e)(7)(A) without any substantive differences.
     Proposed Rule 7.35C(e)(3)(B) would specify the Initial
Auction Collars for an LULD Auction as follows: At the initial
Reopening Time, if the Auction Reference Price is the Lower (Upper)
Price Band, the Lower (Upper) Auction Collar would be the Auction
Reference Price decreased (increased) by the Price Collar Threshold,
rounded to the nearest MPV, provided that the lowest Auction Collar
would be one MPV above $0.00, and the Upper (Lower) Auction Collar
would be the Upper (Lower) Price Band. This proposed rule text is based
on NYSE Arca Rule 7.35-E(e)(7)(B)(i) and NYSE American Rule
7.35E(e)(7)(B)(i) without any substantive differences.
     Proposed Rule 7.35C(e)(3)(C) would specify the Auction
Collars for Extensions for an LULD Auction as follows: The Auction
Collar on the side of the Impermissible Price would be widened for each
Extension and the Auction Collar on the opposite side of the
Impermissible Price would remain the same as the last-calculated
Auction Collar on that side. The proposed rule would further provide
that (i) if the Impermissible Price is on the side of the Lower (Upper)
Auction Collar, the last-calculated Lower (Upper) Auction Collar would
be decreased (increased) by a Price Collar Threshold and the Upper
(Lower) Auction Collar would stay the same; and (ii) if the side of the
Impermissible Price changes from the Lower (Upper) Auction Collar to
the Upper (Lower) Auction Collar, the last-calculated Upper (Lower)
Auction Collar would be widened for that Extension and the last-
calculated Lower (Upper) Auction Collar would remain the same. This
proposed rule text is based on NYSE Arca Rule 7.35-E(e)(7)(C) and
subparagraph (i) and (ii) thereto and NYSE American Rule 7.35E(e)(7)(C)
and subparagraph (i) and (ii) thereto without any substantive
differences.
    Proposed Rule 7.35C(e)(4) would provide that as provided for in
proposed Rule 7.35(d), described above, if the Reopening Time for an
LULD Auction under this Rule would be in the last ten minutes of
trading before the end of Core Trading Hours, the Exchange would not
conduct an LULD Auction and will not transition to continuous trading
and in such case, the Auction Collars for the Exchange-facilitated
Closing Auction would be the most recently widened Auction Collars for
the LULD Auction that did not occur. This proposed rule text is based
in part on NYSE Arca Rule 7.35-E(e)(10)(B) and NYSE American Rule
7.35E(e)(10)(B) with non-substantive differences because, as described
above, the Exchange proposes to specify in proposed Rule 7.35(d) that
the Exchange would not reopen trading in the last ten minutes of
trading before the end of Core Trading Hours. Accordingly, proposed
Rule 7.35C(e)(4) is more narrowly tailored to specify what the Auction
Collars for the Closing Auction would be if the Reopening Time for an
LULD Auction were to be in the last ten minutes of trading. In such
case, the Exchange proposes the same methodology as NYSE Arca and NYSE
American.
    Proposed Rule 7.35C(f) would set forth the auction allocation
methodology for Exchange-facilitated Auctions. As proposed, all orders
eligible to trade in the applicable Auction would be matched and traded
at the Indicative Match Price. As described above, this Indicative
Match Price would already be subject to the applicable Auction Collars.
Accordingly, with this proposed rule text, the Exchange would never
facilitate an Auction at a price outside the Auction Collars.
    Proposed Rule 7.35C(f) would further provide that orders eligible
to trade in an Auction would be ranked as provided for in Rule 7.36(c)-
(g) consistent with the priority ranking associated with each order.
This proposed rule text is based on the second sentence of NYSE Arca
Rule 7.35-E(a)(6) and the second sentence of NYSE American Rule
7.35E(a)(6).
    The Exchange proposes to specify this ranking because, unlike
proposed Rules 7.35A(g) and 7.35B(g), in an Exchange-facilitated
Auction, not all better-priced orders would be guaranteed to
participate. In such case, the Exchange proposes that orders would be
allocated in the following order:
     Better-priced orders would be traded in price-time
priority (see proposed Rule 7.35C(f)(1)).
     At-priced orders would be traded as described in Rule
7.35A(h) (for Core Open and Trading Halt Auctions) or Rule 7.35B(h)
(for Closing Auctions).
    This proposed allocation methodology is based in part on current
Rule 123D(a)(3)(C), but with differences to use both the existing NYSE
Arca and NYSE American allocation methodology for better-priced orders,
which would be based on how the orders are ranked pursuant to Rule
7.36(c)-(g), and the Exchange's proposed auction allocation model under
Pillar for at-priced orders, which would include parity allocations, as
applicable, as described in proposed Rule 7.35A(h)(2) and 7.35B(h)(2).
The Exchange proposes to use price-time priority for better-priced
orders because when the Exchange facilitates an Auction, such orders
would no longer be guaranteed to participate.
    Finally, proposed Rule 7.35C(g) would specify the treatment of
unexecuted orders. Proposed Rule 7.35C(g)(1) would provide that if a
security opens or reopens on a trade, orders that are better-priced
than the Auction Price and were not executed in the applicable Auction
would be cancelled. This proposed rule is based in part on Rule
123D(a)(6), which similarly provides that better-priced orders would be
cancelled after an Exchange-facilitated Auction.
    Proposed Rule 7.35C(g)(2) would provide that if a security opens or
reopens on a quote that is above (below) the upper (lower) Auction
Collar, buy (sell) orders better-priced than the upper (lower) Auction
Collar would be cancelled before such quote is published. This proposed
rule text is based in part on Rule 123D(a)(6)(C) with non-substantive
differences to use Pillar terminology and a substantive difference that
the Exchange would cancel such orders before publishing a quote.
Proposed Amendments to Rule 7.11 (LULD Plan)
    Rule 80C addresses the LULD Plan and related Trading Pauses for
Exchange-listed securities.\90\ Rule 7.11 addresses the LULD Plan for
UTP Securities. To set forth the Exchange's role in re-opening
Exchange-listed securities following a Trading Pause on Pillar, the
Exchange proposes to amend Rule 7.11(b) to add rule text based on both
Rule 80C(b) and NYSE Arca Rule 7.11-E(b) and NYSE American Rule
7.11E(b).
---------------------------------------------------------------------------

    \90\ The term ``Trading Pause'' as used in Rule 80C and proposed
Rule 7.11 has the same meaning as the defined term in the LULD Plan.
---------------------------------------------------------------------------

    First, the Exchange proposes to delete the existing text under Rule
7.11(b)(1), which no longer represents how exchanges trading securities
on an unlisted trading privileges basis may reopen securities subject
to a Trading Pause.\91\
---------------------------------------------------------------------------

    \91\ This proposed rule change aligns Rule 7.11(b) with the same
rules of NYSE Arca and NYSE American, which were previously amended.
See Securities Exchange Act Release Nos. 79846 (January 19, 2017),
82 FR 8548 (January 26, 2017) (SR-NYSEArca-2016-130) (Approval
Order) and 81968 (October 27, 2017), 82 FR 50898 (November 2, 2017)
(SR-NYSEAmerican-2017-30) (Notice of filing and immediate
effectiveness of proposed rule change).

---------------------------------------------------------------------------

    Second, the Exchange proposes to add to paragraph (b) of Rule 7.11
to provide that at the end of the Trading Pause, the Exchange would re-
open the security in accordance with the procedures set forth in the
Rule 7.35 Series for a Trading Halt Auction and that any interest
repriced pursuant to paragraph (a)(5) of this Rule would return to its
original order instructions for purposes of the re-opening transaction
following a Trading Pause. This proposed rule text is based on Rule
80C(b) with a non-substantive difference to update the rule cross
reference.\92\
---------------------------------------------------------------------------

    \92\ See also NYSE Arca Rule 7.11-E(b) and NYSE American Rule
7.11E(b).
---------------------------------------------------------------------------

    Third, the Exchange proposes to add subparagraph (b)(1) of Rule
7.11 to provide: Notification of Trading Pauses. If a Trading Pause is
triggered under this Rule or if the Exchange is unable to reopen
trading at the end of the Trading Pause due to a systems or technology
issue, the Exchange will immediately notify the single plan processor
responsible for consolidation of information for the security pursuant
to Rule 603 of Regulation NMS under the Securities Exchange Act of
1934.
    This proposed rule text is based on Rule 80C(b)(1) without any
differences.
    Finally, the Exchange proposes to add subparagraph (b)(2) of Rule
7.11 to provide that if a primary listing market issues a Trading
Pause, the Exchange would resume trading as provided for in Rule
7.18(b). Because Rule 80C is not applicable to UTP Securities that
trade on the Pillar trading platform, Rule 80C does not currently
include this rule text. Instead, this proposed rule text is based on
NYSE Arca Rule 7.11-E(b)(2) and NYSE American Rule 7.11E(b)(2) with a
non-substantive difference to update the rule cross reference to an
Exchange rule.
    In connection with this change, the Exchange proposes to amend the
preamble to Rule 80C so that it provides that ``[t]his Rule is not
applicable to trading on the Pillar trading platform.''
Proposed Amendments to Rule 7.12 (Market-Wide Circuit Breakers)
    Rule 80B addresses trading halts due to extraordinary market
volatility and is a common rule across all equities exchanges. For
trading on Pillar, the Exchange proposes that the text governing
trading halts due to extraordinary market volatility will be included
under Rule 7.12, which is aligned with the same rule number for NYSE
Arca and NYSE American. The Exchange does not propose any substantive
differences to Rule 7.12 as compared to Rule 80B. The Exchange proposes
that the preamble paragraph, which addresses the pilot period for the
rule, would continue to reference Rule 80B, because if the pilot is not
approved as permanent, then the prior version of Rule 80B would be in
effect for the Exchange (there is no prior version of Rule 7.12 for the
Exchange). The Exchange proposes a second non-substantive difference to
replace the cross reference in Rule 7.12(c)(1) from Rule 123D to
instead reference the Rule 7.35 Series, which as discussed above, would
address Trading Halt Auctions.
    The Exchange also proposes to amend Rule 7.18(a) to update a rule
cross reference from Rule 80B to Rule 7.12. In connection with this
change, the Exchange proposes to add a preamble to Rule 80B that would
provide that ``[t]his Rule is not applicable to trading on the Pillar
trading platform.''
Proposed Amendments to Rule 7.16 (Short Sales)
    When the Exchange added Rule 7.16, it designated specified
subparagraphs of that rule as ``Reserved'' because at that time, the
Exchange did not include rule text relating to Exchange-listed
securities in Rule 7.16. For the transition of Exchange-listed
securities to Pillar, the Exchange proposes to include text from Rule
440B relating to Exchange-listed securities in those reserved sections
of Rule 7.16.
    First, the Exchange proposes rule text from Rule 440B(c), relating
to the Determination of Trigger Price, for Rule 7.16(f)(3) without any
substantive differences. The Exchange proposes a non-substantive
difference to refer to ``the Exchange'' rather than ``Exchange
systems.'' Text from Rule 440B(c)(1) would be included in proposed Rule
7.16(f)(3)(A) with a non-substantive difference to use Pillar
terminology. Specifically, rather than the current rule, which uses the
phrase ``until it opens trading for that security,'' the proposed rule
would use the phrase ``until the Core Trading Session begins for that
security.''
    Second, the Exchange proposes rule text from Rule 440B(d)(1) and
(2), relating to circumstances when a Short Sale Price Test may be
lifted, for proposed Rule 7.16(f)(4)(A) and (B) with only a non-
substantive difference to update the rule cross reference relating to
clearly erroneous executions to Rule 7.10. The Exchange also proposes
to amend Rule 7.16(f)(4) to add the term ``listing'' to conform it to
Rule 440B(d) text.
    Finally, the Exchange proposes to that proposed Rule 7.16(f)(8),
relating to single-priced opening, re-opening, and closing
transactions, would be based on current Rule 440B(h) without any
substantive differences. Specifically, in 2011, the Exchange received
exemptive relief from Rule 201 of Regulation SHO for single-priced
opening, reopening, and closing transactions, which relief is codified
in Rule 440B(h).\93\ When Exchange-listed securities transition to
Pillar, the manner by which auctions would be conducted under the
Pillar Auction Rules will function in a substantially similar manner as
under the Current Auction Rules, and therefore the reasons that serve
as the basis for the exemptive relief would continue. Accordingly, the
Exchange proposes to continue to operate consistent with Rule
440B(h)(1)--(3) and the exemptive relief previously granted. To ensure
continuity, proposed Rule 7.16(f)(8)(A)(i)--(iii), (B)(i)--(iii), and
(C) is based on Rule 440B(h)(1)--(3), with only non-substantive
differences to use Pillar terminology and to break the rule text down
into multiple subparagraphs. The Exchange also proposes a non-
substantive difference to refer to ``the Exchange'' rather than
``Exchange systems.'' The Exchange believes that the proposed non-
substantive differences will promote clarity in Exchange rules and make
the text easier to navigate.
---------------------------------------------------------------------------

    \93\ See Letter from James Brigagliano, Deputy Director,
Commission, to Janet McGuinness, Senior Vice President and
Secretary, NYSE Euronext dated (February 7, 2011), which is
available here: https://www.sec.gov/divisions/marketreg/mr-noaction/2011/nyseuronext020711-201.pdf.
---------------------------------------------------------------------------

Proposed Amendments to Rule 7.18 (Halts)
    Because the Exchange will be conducting Trading Halt Auctions in
Exchange-listed securities, the Exchange proposes to amend Rule 7.18(c)
to delete the ``Reserved'' designation and provide that the Exchange
would process new and existing orders in securities listed on the
Exchange during a halt or pause as follows:
     Cancel any unexecuted portion of Non-Displayed Limit
Orders, Non-Displayed Primary Pegged Orders, MPL Orders, and proposed
Floor broker cross transaction pending in the Cross Function pursuant
to Rule 76.10 (see proposed Rule 7.18(c)(1)).\94\
---------------------------------------------------------------------------

    \94\ Currently, Floor brokers can effect proposed cross
transactions in both Exchange-listed and UTP Securities pursuant to
Rule 76. In addition, the Cross Function described in current Rule
76.10 and the priority for specified block-sized cross transactions
described in current Rule 72(d) are available for proposed cross
transactions in Exchange-listed securities only. When Exchange-
listed securities transition to Pillar, the Exchange does not
propose any differences to how these rules would function and
therefore they will continue to be applicable to Floor broker cross
transactions. The Exchange proposes to amend the preamble to Rule 72
to specify that paragraph (d) and Supplementary Material .10 of that
Rule would continue to be applicable to trading of Exchange-listed
securities. The Exchange does not propose any changes to the
preamble to Rule 76.

---------------------------------------------------------------------------

     Maintain any unexecuted quantity of Market Orders (see
proposed Rule 7.18(c)(2)).
     Reprice all other resting orders in the Exchange Book to
their limit price (see proposed Rule 7.18(c)(3)).
     Accept and process all cancellations (see proposed Rule
7.18(c)(4)).
     Reject incoming Limit Orders designated IOC, Non-Displayed
Limit Orders, Non-Displayed Primary Peg Orders, MPL Orders, and
proposed Floor broker cross transactions pursuant to Rule 76.10 (see
proposed Rule 7.18(c)(5)).
     Accept all other incoming order instructions until the
Auction Processing Period for the Trading Halt Auction, at which point,
Rule 7.35(e) (described above) would govern the entry of incoming
orders and order instructions.
    This proposed rule text is based in part on NYSE Arca Rule 7.18-
E(c) and NYSE American Rule 7.18E(c), with certain differences. This
proposed rule text is intended to mirror what order types and modifiers
in Exchange-listed securities would be eligible to participate in a
Trading Halt Auction: (1) Orders that are not eligible to trade in a
Trading Halt Auction would be cancelled; (2) new orders that are not
eligible to participate in an Auction would be rejected; (3) unexecuted
Market Orders would be eligible to participate in the Trading Halt
Auction; and (4) consistent with the proposal, above, orders
participate in an Auction at their limit price and all other resting
orders in the Exchange Book would be priced to their limit price. The
Exchange would also continue to accept and process cancellations, and
would continue with this order processing until the Auction Processing
Period, at which time the order handling described in proposed Rule
7.35(e) would begin.
Proposed Amendments to Rule 7.32 (Order Entry)
    On Pillar, orders entered that are greater than five million in
shares in size are rejected.\95\ By contrast, pursuant to Rule 1000,
for Exchange-listed securities only, orders up to 1,000,000 shares are
eligible for automatic execution and incoming orders of more than
1,000,000 shares that are marketable on arrival will be rejected. Upon
advance notice to market participants, the Exchange may increase the
order size eligible for automatic executions up to 5,000,000 shares on
a security-by-security basis.\96\ When Exchange-listed securities
transition to Pillar, they will be subject to the order entry size set
forth in Rule 7.32 rather than the order entry size specified in the
first paragraph of Rule 1000.
---------------------------------------------------------------------------

    \95\ See Rule 7.32.
    \96\ See Rule 1000.
---------------------------------------------------------------------------

    Rule 1000 requirements relating to maximum system order size
accepted by Exchange systems are applicable to trading in both
Exchange-listed securities and UTP Securities on Pillar and provide
that the Exchange currently accepts a maximum order size of up to
25,000,000 shares in size, i.e., for orders that are not eligible for
automatic execution. This rule allows member organizations to enter MOC
and LOC Orders, which are not eligible for automatic execution, up to
25,000,000 shares in size. It also permits DMMs and Floor brokers to
enter interest for auctions up to 25,000,000 shares in size and Floor
brokers to enter cross transactions pursuant to Rule 76 up to
25,000,000 shares in size. The current rule also provides that Floor
broker systems shall accept a maximum order size of up to 99,000,000
shares, which enables Floor brokers to accept larger-sized not held,
parent orders from their customers.
    The Exchange proposes to amend Rule 7.32 to reflect the maximum
order size that Exchange systems will accept in specified
circumstances, consistent with Rule 1000. As proposed, in Auction-
Eligible Securities, the Exchange would accept orders defined in Rule
7.31(c),\97\ DMM Auction Liquidity as defined in Rule 7.35, and Floor
Broker Interest intended for the Closing Auction as defined in Rule
7.35B(a)(1) up to 25 million shares in size. The Exchange further
proposes to provide that in all securities traded on the Exchange, the
Exchange would accept proposed cross transactions under Rule 76 up to
25 million shares in size. This proposed rule text would address the
same order-entry scenarios contemplated in Rule 1000 (i.e., orders that
are not eligible for automatic execution) without any substantive
differences. The Exchange proposes non-substantive differences to use
Pillar terminology to specify the specific order types that would be
eligible for this larger entry size.
---------------------------------------------------------------------------

    \97\ As described above, Rule 7.31(c) specifies the Auction-Only
Orders available on the Exchange. Consistent with current
functionality, in Auction-Eligible Securities, the Exchange would
accept Auction-Only Orders up to 25,000,000 million shares in size.
---------------------------------------------------------------------------

    The Exchange also proposes to amend Rule 7.32 to provide that Floor
broker systems would accept a maximum order size up to 99 million
shares. This proposed rule text is based on the last sentence of the
second paragraph of Rule 1000 without any substantive differences.
Proposed Amendments to Rule 7.34 (Trading Sessions)
    Pursuant to Rule 7.34, UTP Securities trading on Pillar are
eligible to trade in the Early Trading Session, which begins at 7:00
a.m. By contrast, pursuant to Rule 51, the hours of trading for
Exchange-listed securities begins at 9:30 a.m. When the Exchange
transitions Exchange-listed securities to Pillar, it proposes to
maintain that such securities would be eligible to trade in the Core
Trading Session only. The Exchange proposes to amend Rule 7.34(a) to
specify the distinction between which securities would be eligible to
trade in each session.
    First, the Exchange proposes to amend Rule 7.34(a)(1) to provide
that only UTP Securities are eligible to trade in the Early Trading
Session. Consistent with current practice, the Exchange would begin
accepting orders in all securities at the same time. Accordingly, the
Exchange proposes to further amend Rule 7.34(a)(1) to provide that the
Exchange would begin accepting orders in all securities 30 minutes
before the Early Trading Session begins.
    Second, the Exchange proposes to amend Rule 7.34(a)(2) to provide
that all securities traded on the Exchange would be eligible to trade
in the Core Trading Session. The Exchange further proposes to move the
current text to new subparagraph (A), which would continue to provide
that the Core Trading Session will begin for each security at 9:30 a.m.
and end at the conclusion of Core Trading Hours. Proposed Rule
7.34(a)(2)(A) would further provide that this text would be applicable
to UTP Securities only.
    Proposed Rule 7.34(a)(2)(B) would be new and would address
Exchange-listed securities. As proposed, for Exchange-listed
securities, the Core Trading Session would begin with the Core Open
Auction, which can take place during Core Trading Hours only, and would
end for each security at the later of the conclusion of Core Trading
Hours or, if a Closing Auction is conducted, the Closing Auction. This
proposed rule text reflects how trading in Exchange-listed securities
currently functions

under Rules 51, 52, and Rule 123C: Such securities are not eligible to
begin trading until 9:30 a.m. and all bids and offers must be made by
4:00 p.m. The proposed rule text uses Pillar terminology to reflect
these current requirements.
    The Exchange further proposes that Rule 7.34(a)(2)(B) would provide
that, except as provided for in Rules 7.35B(a)(1) and (2) and (j)(2),
all order instructions must be entered by the end of Core Trading Hours
and bids and offers represented orally by a Floor broker must be
represented at the point of sale by the end of Core Trading Hours. This
proposed rule text is based on Rule 52, which provides that dealings on
the Exchange shall be limited to the hours during which the Exchange is
open for the transaction of business, which is currently described in
Rule 51. Rule 52 further provides that no member shall make any bid,
offer, or transaction on the Exchange before or after those hours.\98\
As described above, proposed Rules 7.35B(a)(1) and (2) describe how
Floor Broker Interest and DMM Interest can be entered for the Closing
Auction, including the manner by which Floor Broker Interest is
electronically entered into Exchange systems for participation in the
Closing Auction. Proposed Rule 7.35B(j)(2)(A) provides for a temporary
suspension of the requirement for order instructions to be entered by
the end of Core Trading Hours (which, under the Current Auction Rules,
is a temporary suspension of Rule 52), and proposed Rule 7.35B(j)(2)(B)
provides for a temporary suspension of the prohibition of cancelling a
MOC or LOC Order after two minutes before the scheduled end of Core
Trading Hours.
---------------------------------------------------------------------------

    \98\ The reference to the term ``member'' in Rule 52 refers to a
natural person associated with a member organization who has been
approved by the Exchange and designated by such member organization
to effect transactions on the Floor of the Exchange, i.e., a Floor
broker or DMM. See Rule 2(a).
---------------------------------------------------------------------------

    Third, the Exchange proposes to amend Rule 7.34(b)(1) to reflect
how orders would be deemed designated. Consistent with existing
functionality that UTP Securities are eligible to trade in both the
Early and Core Trading Sessions, the Exchange proposes to amend current
Rule 7.34(b)(1), which provides that unless otherwise specified in Rule
7.34(c), an order entered before or during the Early or Core Trading
Session will be deemed designated for the Early Trading Session and the
Core Trading Session, to specify that this rule pertains to orders in
UTP Securities only. The Exchange further proposes to amend Rule
7.34(b)(1) to add that all orders in Exchange-listed securities would
be deemed designated for the Core Trading Session only. This proposed
rule text uses Pillar terminology to reflect current functionality.
    Finally, the Exchange proposes new Rule 7.34(c)(1)(D) to specify
that Non-Displayed Limit Orders, MPL Orders, Limit Orders designated
IOC, and proposed Floor broker cross transactions pursuant to Rule
76.10 in Auction-Eligible Securities would be rejected if entered
before the Core Trading Session begins. As noted above, these order
types in Auction-Eligible Securities would not be eligible to
participate in the Core Open Auction and based on proposed Rule
7.18(c)(5), would be rejected if entered during a halt or pause. For
similar reasons, the Exchange proposes to reject such orders if entered
before the Core Trading Session begins.\99\ In addition, currently, the
Exchange does not accept proposed Floor broker cross transactions
pursuant to Rule 76.10 until a security has opened for trading.
Accordingly, the proposed rule text uses Pillar terminology to describe
this functionality.
---------------------------------------------------------------------------

    \99\ Rule 7.34(c)(1)(A) already provides that Non-Displayed
Primary Pegged Orders would be rejected if entered before the Core
Trading Session and this rule text is applicable to such orders in
both UTP Securities and Auction-Eligible Securities.
---------------------------------------------------------------------------

Proposed Amendment to Rule 7.36 (Order Ranking and Display)
    As described above, the Exchange proposes to amend Rule 7.36(a) to
add the DMM Participant. The Exchange also proposes to amend Rule
7.36(h) to specify in new subparagraph (5) that Setter Priority would
not be available for any allocations in an Auction. This proposed rule
text is based on how Rule 72(a)(ii), which describes setter interest,
functions for Exchange-listed securities today. Specifically, as
provided for in Rule 72(b), once priority is established by setting
interest, setting interest retains priority for any execution at that
price when that price is at the Exchange BBO. Because an auction is a
single-priced transaction, which is not considered an execution at the
Exchange BBO, currently, setter interest allocations are not available
for auction allocations. Accordingly, proposed Rule 7.36(h)(5) would
use Pillar terminology to describe current functionality, which would
not be changing.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section
6(b) of the Act,\100\ in general, and furthers the objectives of
Sections 6(b)(5) of the Act,\101\ 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 regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to, and perfect the mechanisms of,
a free and open market and a national market system and, in general, to
protect investors and the public interest and because it is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
---------------------------------------------------------------------------

    \100\ 15 U.S.C. 78f(b).
    \101\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Definitions. The Exchange believes that the proposed amendments to
Rule 1.1 would remove impediments to and perfect the mechanism of a
free and open market and a national market system because they would
add definitions to the Pillar Platform Rules to support the transition
of Exchange-listed securities to Pillar, including those relating to
DMMs, IPOs, and Direct Listings. These proposed definitions are not new
and reflect current functionality and definitions. The Exchange
believes that the proposed definition of Official Closing Price, which
is based on the NYSE Arca and NYSE American version of this definition
rather than the current Exchange version of this definition, would
remove impediments and perfect the mechanism of a free and open market
and a national market system because it would provide for a
standardized methodology for determining the Official Closing Price
across affiliated exchanges, thereby promoting consistency in Exchange
rules for how such price would be determined.
    DMM Participant. The Exchange believes that the proposed amendments
to Rules 7.36 and 7.37 to add the DMM as a Participant for the purpose
of how executions are allocated would remove impediments to and perfect
the mechanism of a free and open market and a national market system
because it would facilitate the transition of Exchange-listed
securities to the Pillar platform. Pursuant to Rule 103B, all
securities listed on the Exchange are assigned to a DMM and pursuant to
Rule 104, DMMs have specified affirmative responsibilities with respect
to their assigned securities. These obligations are not changing when
Exchange-listed securities transition to Pillar. The proposed
amendments would describe how DMMs would

participate in the allocation of executions in their assigned
securities on Pillar consistent with the existing parity allocation
model described in Rule 7.37(b). The Exchange does not propose any
substantive differences to how a DMM would participate in an allocation
on Pillar as compared to how a DMM currently participates in an
allocation under Rule 72(c).
    Auction-Only Orders. The Exchange believes that the proposed
changes to Rule 7.31 relating to Auction-Only Orders would remove
impediments to, and perfect the mechanisms of, a free and open market
and a national market system and, in general, protect investors and the
public interest by introducing on Pillar existing order types currently
available for trading of Exchange-listed securities. As noted above,
currently, the Exchange trades only UTP Securities on Pillar. To
facilitate the transition of Exchange-listed securities to Pillar, the
Exchange proposes to amend Rule 7.31(c) to expand the Auction-Only
Orders available on Pillar to include order types currently available
on the Exchange.
    The Exchange believes that amending the descriptions of existing
order types on Pillar--LOOs, MOOs, LOCs, and MOCs--would remove
impediments to and perfect the mechanism of a free and open market and
a national market system by providing transparency regarding how such
orders would function depending on whether such order would be for a
UTP Security or an Auction-Eligible Security. As is the case today,
LOOs, MOOs, LOCs, and MOCs in UTP Securities would be routed to the
primary listing exchange for that security. And as is the case today
for Exchange-listed securities, these same orders in Exchange-listed
securities would participate in auctions on the Exchange.
    The proposed Opening and Closing D Orders, which the Exchange now
proposes to define separately under Auction-Only Orders in the Pillar
rules, are based on existing d-Quote functionality as described in Rule
70.25(a)(ii). The Exchange believes that these proposed order types
would remove impediments to and perfect the mechanisms of a free and
open market and a national market system because they would ensure
continuity of order types that would be available when Exchange-listed
securities transition to Pillar. The proposed differences between these
orders and d-Quote functionality are largely non-substantive to provide
additional transparency regarding how such orders would function on
Pillar. Like d-Quotes, an Opening or Closing D Order in an Exchange-
listed security would be available to Floor brokers only and would be
triggered to exercise discretion only in an auction. For example, a
Closing D Order entered prior to the Closing Auction would function as
a Limit Order and would be eligible for execution or routing based on
its limit price during continuous trading. The Exchange notes that the
proposed Opening and Closing D Orders would not have any execution
priority compared to other orders trading in an auction. Today, all
better-priced orders are guaranteed to participate in an auction, and
the Exchange proposes to maintain that auction logic when it
transitions to Pillar. If the discretionary price of an Opening or
Closing D Order were better-priced than the price of the auction, it
would participate in that auction just as any other better-priced order
would participate in such auction. Therefore, the proposed Opening and
Closing D Orders do not present any new or novel issues.
    The Exchange further believes that the proposed difference from d-
Quotes to reject both the entry and cancellation of Closing D Orders
that are entered ten seconds or less before the scheduled time for the
Closing Auction would remove impediments to and perfect the mechanism
of a free and open market and a national market system by promoting
transparency and would also promote fair and orderly auctions by
reducing the potential for a Closing D Order to be changed leading into
the close.
    Finally, the Exchange believes that the proposed Closing IO Order
would remove impediments to and perfect the mechanism of a free and
open market and a national market system because it is based on the CO
Order described under Rule 13(c)(1), which is currently available for
Exchange-listed securities. The Exchange similarly proposes to offer
the Closing IO Order for Exchange-listed securities on Pillar and such
order type would ensure continuity in what auction orders would be
available for when the Exchange transitions trading of Exchange-listed
securities to Pillar.
    Order Eligibility for Auctions. The Exchange believes that the
proposed amendments to Rule 7.31 to specify which orders and modifiers
would not be eligible to participate in an auction would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because it would promote transparency in
Exchange rules regarding which orders are not auction eligible. With
two exceptions, the proposed rules are based on how the Exchange
currently functions, as described in current rules. The Exchange
proposes a substantive difference that orders with an IOC time-in-force
designation would not be eligible to participate in an auction. The
Exchange believes that this proposed difference would be consistent
with the terms of such orders, which requires them to be cancelled if
not immediately executable. In addition, this proposed difference is
based on the rules of NYSE Arca and NYSE American.
    The second substantive difference concerns the treatment of Primary
Pegged Orders, which would not be eligible to participate in the
Closing Auction. The Exchange believes that this proposed difference
would remove impediments to and perfect the mechanism of a free and
open market and a national market system by streamlining order
processing. Specifically, because orders would participate in a Closing
Auction at their limit price and because Primary Pegged Orders are
pegged to the same-side PBBO and are not displayed at their limit
price, the Exchange believes that this proposed difference would reduce
the number of orders that would need to be repriced in order to
participate in the Closing Auction.
    Limit Order Price Protection. The Exchange believes that the
proposed amendments to Rule 7.31(a)(2)(B) relating to Limit Order Price
Protection would remove impediments to and perfect the mechanism of a
free and open market and a national market system because Limit Order
Price Protection is designed to reject Limit Orders that are priced too
far away from the prevailing NBBO. On the Exchange, if the first
opportunity for an order on the Exchange to trade is in an Auction,
these considerations are not applicable because such orders would
execute in the Auction at the Auction Price, and not the limit price of
the order. For similar reasons, because the first opportunity for Floor
Broker Interest, DMM Interest entered after 4:00 p.m. for the Closing
Auction, and orders solicited pursuant to proposed Rule 7.35B(j)(2)(A)
to trade would be the Closing Auction, the Exchange believes that it
would promote just and equitable principles of trade and remove
impediments to and perfect the mechanism of a free and open market and
a national market system for these orders not to be subject to Limit
Order Price Protection.
    Proposed Rule 7.35 Series. The Exchange believes that the proposed
Rule 7.35 Series would remove impediments to and perfect the mechanism
of a free and open market and a national market system because it

would consolidate rules governing Auctions on the Exchange in one
location in the rulebook. As discussed in detail above, the proposed
Pillar Auction Rules, which are set forth in the Rule 7.35 Series, are
largely based on the Current Auction Rules. More specifically, and as
discussed in greater detail above, when Exchange-listed securities
transition to Pillar, the manner by which Auctions will be conducted on
the Exchange will function substantially the same as how they currently
function under the Current Auction Rules. For example, DMMs will
continue to be primarily responsible for facilitating Auctions on the
Exchange, the Exchange will continue to disseminate the same
information in connection with Auctions, and the manner by which shares
will be allocated in an Auction will be the same.
    While functionality would be substantially the same, in contrast to
the Current Auction Rules, the proposed Rule 7.35 Series describe
Auctions in sequential rules. In addition, in contrast to the Current
Auction Rules, the proposed Rule 7.35 Series would use consistent
Pillar terminology to describe functionality that is common to all
Auctions. In addition, the proposed rule numbering is aligned with the
rule numbers used by NYSE Arca and NYSE American regarding auctions on
those exchanges, thereby promoting consistency across affiliated
exchanges regarding how to navigate their respective rulebooks.
    The Exchange further believes that the proposed structure of the
Rule 7.35 Series would remove impediments to and perfect the mechanism
of a free and open market and a national market system because it is
designed to consolidate those rules that are applicable to any Auction
in proposed Rule 7.35 (General). By consolidating functionality that
would be applicable to all Auctions on the Exchange in Rule 7.35,
including definitions, auction ranking, Auction Imbalance Information,
openings and reopenings in the last ten minutes of trading, order
processing during an Auction Processing Period, transition to
continuous trading following an Auction, and Auction functions during a
Short Sale Period, the Exchange believes that its rules would be easier
to navigate. This proposed structure would also reduce the need for
duplication in its rules.
    The Exchange believes that proposed Rule 7.35A would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because that rule would use Pillar terminology
to describe how DMM-facilitated Core Open and Trading Halt Auctions
would function. By contrast, under the Current Auction Rules, this
functionality is described in Rules 15, 115A, and 123D. For similar
reasons, the Exchange believes that proposed Rule 7.35B would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because that rule would use Pillar terminology
to describe how DMM-facilitated Closing Auctions would function. In
addition, proposed Rule 7.35B would use, where feasible, parallel
subparagraph numbering as proposed Rule 7.35A. The Exchange believes
that the proposed structure of Rules 7.35A and 7.35B is designed to
make those rules easier to navigate.
    To the extent that the Pillar Auction Rules use Pillar terminology
to describe current auction functionality, the Exchange believes that
the proposed Pillar Auction Rules would promote just and equitable
principles of trade and would remove impediments to and perfect the
mechanism of a free and open market and a national market system
because these rules would not result in any changes to how auctions
function on the Exchange. Rather, the proposed Pillar Auction Rules
would allow for the continued, uninterrupted operation of auctions when
Exchange-listed securities transition to Pillar while at the same time
updating the rule text to use consistent terminology.
    As described in detail above, in the move to Pillar, the Exchange
has identified a number of enhancements to how auctions would function
on the Exchange that would result in a substantive difference from the
Current Auction Rules. The Exchange believes that these substantive
differences are consistent with the Act for the following reasons:
     The Exchange believes that using the Consolidated Last
Sale price as the basis for various reference prices for openings and
reopenings and the Exchange Last Sale Price as the basis for various
reference prices for closings would remove impediments to and perfect
the mechanism of a free and open market because, as described in detail
above, use of these proposed reference prices is designed, for the most
part, to use the same reference price as under the Current Auction
Rules. However, there would be specified circumstances when the Pillar
Auction Rule reference price would be different from Current Auction
Rules, and the Exchange believes that those differences would allow for
the Exchange to use the most recent valuation for purposes of assessing
price movement leading into an Auction. For example, the use of the
term Consolidated Last Sale Price would incorporate consolidated last-
sale eligible trades after 9:30, and if none, the Official Closing
Price of a security, for purposes of providing guidance to the DMM and
determining the Imbalance Reference Price for opening or reopening
security. And for the Closing Auction, use of the Exchange Last Sale
Price would incorporate the Official Closing Price as a reference price
if there are no trades on the Exchange on a trading day, which would be
new.
     The Exchange believes that updating Auction Imbalance
Information, which is made available over the Exchange's proprietary
data feeds, every second rather than in five-minute, one-minute, or
five-second intervals as under the Current Auction Rules, and beginning
the dissemination of Auction Imbalance Information for the Core Open
Auction at 8:00 a.m. rather than 8:30 a.m., would remove impediments to
and perfect the mechanism of a free and open market and a national
market system because it would promote transparency regarding the
auction process at the Exchange. These proposed changes are also based
on the approved rules of NYSE Arca and NYSE American. The Exchange
further believes that continuing to disseminate Auction Imbalance
Information for the Closing Auction until such Auction is conducted
would similarly remove impediments to and perfect the mechanism of a
free and open market and a national market system because it would
promote transparency leading into the Closing Auction, particularly
when Floor Broker Interest is incorporated into that information.
     The Exchange believes that specifying that the reference
price used for determining whether to publish a pre-opening indication
for securities that have limited publicly-available pricing information
available would be a price as determined under proposed Rule
1.1(s)(1)(F) would remove impediments to and perfect the mechanism of a
free and open market and a national market system because it would
incorporate an existing price into rules relating to pre-opening
indications. The reference price used by the DMM to determine whether
to publish a pre-opening indication is not a publicly-disclosed price.
Rather, DMMs use that reference price as a benchmark to determine
whether to publish a pre-opening indication. The actual pre-opening
indication price range that is disseminated publicly is

based on what the DMM anticipates the opening price would be, based on
orders in the Exchange Book as well as the DMM's own liquidity.
Currently, pursuant to Rule 123C(1)(e)(i)(C), the Exchange already
determines a price for such securities that is a derived last sale
price, and, as described above, that current rule will be set forth in
proposed Rule 1.1(s)(1)(F), unchanged. The Exchange believes that using
this existing price for purposes of determining whether to publish a
pre-opening indication would promote transparency in Exchange rules
regarding what guidance the DMM would have for whether to publish a
pre-opening indication for a new listing that is not otherwise
addressed in proposed Rule 7.35A(d)(2)(A)(i)-(iv).
     The Exchange believes that the proposed changes to how
Floor Broker Interest would be entered into Exchange systems for
participation in the Closing Auction would remove impediments to and
perfect the mechanism of a free and open market and a national market
system because it would reduce the burden on the DMM to electronically
enter orders on behalf of Floor brokers, thereby leading to a more
efficient closing process. As described above, as under Current Auction
Rules, Floor Broker Interest intended for the Closing Auction must be
orally represented by the end of Core Trading Hours. The proposed
difference involves a processing enhancement under Pillar whereby the
Floor broker, rather than the DMM, would electronically enter such
previously-represented oral interest after 4:00 p.m. so that it may be
processed as part of the Closing Auction. The DMM would still be
responsible for validating such Floor Broker Interest by being required
to accept such electronic submission before the interest would be
ranked and eligible for the Closing Auction and included in the Auction
Imbalance Information. The Exchange believes that this requirement
would promote just and equitable principles of trade as it would serve
as a validation that such interest was properly represented orally by
the end of, but not after, Core Trading Hours.
     The Exchange believes that the proposed substantive
difference that Floor Broker Interest for the Closing Auction must
include a limit price and would be processed as part of the Auction
allocation the same as any other order with a limit price would promote
just and equitable principles of trade and remove impediments to and
perfect the mechanism of a free and open market and a national market
system because it would standardize the processing of orders with a
limit price in the Closing Auction and would eliminate any differences
of how interest represented orally at the close by a Floor broker would
be processed as compared to electronically-entered orders.
     The Exchange believes that it would remove impediments and
perfect the mechanism of a free and open market and a national market
system to disseminate a Regulatory Closing Imbalance, if required, at
the Closing Auction Imbalance Freeze Time, regardless of whether a
security is halted at that time. The Exchange believes that this
proposed difference from the Current Auction Rules would streamline
functions leading into the close. It would also permit the entry of
offsetting MOC and LOC Orders during a trading halt that continues past
the Closing Auction Imbalance Freeze Time if a Regulatory Closing
Imbalance is disseminated.
     The Exchange believes that the proposed change that during
a halt or pause in Exchange-listed securities, orders not eligible to
participate in the reopening would be cancelled rather than kept on the
Exchange Book, would remove impediments to and perfect the mechanism of
a free and open market and a national market system because it would
streamline order processing for when trading resumes in that security.
     The Exchange believes that proposed Rule 7.35C would
remove impediments to and perfect the mechanism of a free and open
market and a national market system because it is based in part on how
the Exchange would currently facilitate an Auction if the DMM were not
available, including that such auctions would continue to be subject to
price limitations and not all orders would be guaranteed to
participate, as provided for under the Current Auction Rules. The
Exchange believes that the proposed enhancements as compared to the
Current Auction Rules would promote just and equitable principles of
trade because they are based in part on functionality currently
available for electronic auctions on NYSE Arca and NYSE American,
including pricing an auction based on an Indicative Match Price that is
subject to Auction Collars. Because the Exchange calculates Auction
Imbalance Information differently from NYSE Arca and NYSE American, the
Exchange believes that the proposed difference from NYSE Arca and NYSE
American to use the Imbalance Reference Price as the Auction Reference
Price would promote consistency in how the Exchange determines whether
there is an Imbalance for an Auction, regardless of whether the Auction
would be facilitated by a DMM or by the Exchange. The Exchange further
believes that the proposed Auction Collars would promote just and
equitable principles of trade because they would only be used if the
Exchange were to facilitate an Auction, which is available as a
business continuity measure for the remote possibility of a DMM being
unavailable. The Exchange further believes that applying extension
logic for reopenings after a Trading Pause would promote just and
equitable principles of trade and remove impediments to and perfect the
mechanism of a free and open market and a national market system
because it would align the rules of the Exchange with those of NYSE
Arca and NYSE American with respect to extension logic that would be
applicable for an electronic reopening auction following a Trading
Pause.
    Rule 7.11. The Exchange believes that the proposed amendments to
Rule 7.11 would remove impediments to and perfect the mechanism of a
free and open market and a national market system because they would
update the rule to support the trading of Exchange-listed securities
and the Exchange's role as primary listing exchange for such
securities. The proposed amendments are based on the rules of NYSE Arca
and NYSE American with minor differences to include NYSE rule cross
references.
    Rule 7.12. The Exchange believes that proposed Rule 7.12 would
remove impediments to and perfect the mechanism of a free and open
market and a national market system because it is substantially
identical to Rule 80B. The only proposed differences from Rule 80B are
the cross references to Pillar Auction Rules rather than the Current
Auction Rules. The Exchange believes that using rule numbering that is
aligned with the rule numbers of NYSE Arca and NYSE American would
promote consistency in the rule books of affiliated exchanges, making
the rules easier to navigate for common members.
    Rule 7.16. The Exchange believes that the proposed amendments to
Rule 7.16 would remove impediments to and perfect the mechanism of a
free and open market and national market system because it would move
existing Exchange text from Rule 440B to the Pillar rule governing
short sales without any substantive differences. The Exchange further
believes that the proposed non-substantive differences to use Pillar
terminology would promote transparency in Exchange rules by using
consistent terminology.

    Rule 7.18. The Exchange believes that the proposed amendment to
Rule 7.18 to add subparagraph (c) relating to how the Exchange would
process new and existing orders listing on the Exchange during a halt
or pause would remove impediments to and perfect the mechanism of a
free and open market and a national market system because it would
promote transparency in Exchange rules regarding processing of orders
during a halt or pause. The Exchange further believes that the proposed
amendments would remove impediments to and perfect the mechanism of a
free and open market and a national market system because it would
streamline order processing during a halt or pause to cancel resting
orders and reject new orders in Auction-Eligible Securities that are
not eligible to participate in a Trading Halt Auction.
    Rule 7.32. The Exchange believes that the proposed amendments to
Rule 7.32 would remove impediments to and perfect the mechanism of a
free and open market and a national market system because it would
include in the Exchange's Pillar rules existing functionality relating
to order entry size. The Exchange believes that the proposed non-
substantive differences from Rule 1000 would promote consistency in
Exchange rules by using Pillar terminology.
    Rule 7.34. The Exchange believes that the proposed amendments to
Rule 7.34 would remove impediments to and perfect the mechanism of a
free and open market and a national market system because they are
designed to support the transition of Exchange-listed securities to
Pillar. The Exchange does not propose any substantive differences,
because the hours of trading Exchange-listed securities would not be
changing. The Exchange further believes that the proposed amendments
would promote transparency in Exchange rules by specifying the
difference in hours of trading Exchange-listed securities and UTP
Securities. The Exchange further believes that proposed Rule
7.34(c)(1)(D) would remove impediments to and perfect the mechanism of
a free and open market and a national market system because rejecting
orders in Auction-Eligible Securities that are not eligible to
participate in the Core Open Auction would streamline order processing
for when the Exchange transitions to continuous trading.
    Preambles. The Exchange believes the proposed amendments to the
preambles to current Exchange rules and new preambles would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because they would promote transparency in
Exchange rules regarding whether a rule would be applicable to trading
of securities on Pillar.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\102\ the Exchange
believes that the proposed rule change would not 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 specific competitive issues and instead supports the
transition of Exchange-listed securities to the Exchange's Pillar
trading platform. As described in detail above, the proposed rule
changes are substantially based on how the Exchange currently functions
for its Exchange-listed securities. Accordingly, to the extent that the
Exchange's current market model for trading of its Exchange-listed
securities, which features DMM-facilitated auctions and a parity
allocation model with the DMM as an individual participant, is a
competitive offering as compared to how other equity exchanges
function, the proposed rule changes are designed simply to enable the
Exchange to continue with this existing market model when it
transitions Exchange-listed securities to the Pillar trading platform.
---------------------------------------------------------------------------

    \102\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Exchange further believes that the proposed substantive
differences to how auctions would function on the Exchange on Pillar
are not designed for competitive reasons, but rather to apply certain
existing Pillar features that are already available on NYSE Arca and
NYSE American to auctions on the Exchange. The Exchange believes that
these features would streamline operations on the Exchange. The
Exchange operates in a highly competitive environment in which its
unaffiliated exchange competitors operate under common rules for the
trading of securities listed on their markets.

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:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NYSE-2019-05 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-NYSE-2019-05. This file
number should be included on the subject line if e-mail 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-NYSE-2019-05 and
should be submitted on or before March 21, 2019.
---------------------------------------------------------------------------

    \103\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\103\
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-03467 Filed 2-27-19; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 65 (Tuesday, April 5, 2022)]
[Notices]
[Page 19727]
[FR Doc No: 2022-07113]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Docket No. FAA-2022-0409]

Agency Information Collection Activities: Requests for Comments;
Clearance of a Renewed Approval of Information Collection: Part 60--
Flight Simulation Device Initial and Continuing Qualification and Use

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice and request for comments.

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SUMMARY: In accordance with the Paperwork Reduction Act of 1995, FAA
invites public comments about our intention to request the Office of
Management and Budget (OMB) approval to renew an information
collection. The collection involves requirements necessary to ensure
safety-of-flight by ensuring that complete and adequate training,
testing, checking, and experience is obtained and maintained by those
who operate under certain parts of FAA's regulations and use flight
simulation in lieu of aircraft for these functions.

DATES: Written comments should be submitted by June 6, 2022.

ADDRESSES: Please send written comments:
    By Electronic Docket: www.regulations.gov (Enter docket number into
search field).
    By mail: Sandra L. Ray, 1187 Thorn Run Road, Suite 200, Coraopolis,
PA 15108.
    By fax:<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Sandra L. Ray by email at:
[email protected]; phone:<PHONE_NUMBER>

SUPPLEMENTARY INFORMATION:
    Public Comments Invited: You are asked to comment on any aspect of
this information collection, including (a) Whether the proposed
collection of information is necessary for FAA's performance; (b) the
accuracy of the estimated burden; (c) ways for FAA to enhance the
quality, utility and clarity of the information collection; and (d)
ways that the burden could be minimized without reducing the quality of
the collected information. The agency will summarize and/or include
your comments in the request for OMB's clearance of this information
collection.
    OMB Control Number: 2120-0680.
    Title: Part 60--Flight Simulation Device Initial and Continuing
Qualification and Use.
    Form Numbers: T001A, T002, T004, T011, T011-FD2, T012, T023, T024,
T025, T068, T069.
    Type of Review: Renewal of an information collection.
    Background: Title 49 U.S.C., section 44702 empowers and requires
the Secretary of Transportation to issue operating certificates and to
establish minimum safety standards for the operation of air carriers
and those to whom such certificates are issued. Also, title 49 U.S.C.,
section 44701 empowers and requires the Administrator of the Federal
Aviation Administration (FAA) to prescribe standards applicable to the
accomplishment of the mission of the FAA.
    Sponsors who wish to maintain certified training centers are
mandated to report to this collection. This collection is necessary to
ensure that those who must comply with title 14 CFR part 61, part 63,
part 91, part 121, part 135, part 141, and part 142 are able to provide
adequate crewmember training and qualification. This collection also
helps to ensure safety-of-flight by ensuring those who operate under
these parts of the regulation and use flight simulation in lieu of
aircraft for these functions, receive and maintain complete and
adequate training, testing, checking, and experience. The FAA will use
the information it collects and reviews to ensure compliance and
adherence to regulations and, where necessary, to take enforcement
action on violators of the regulations.
    Respondents: 66 Flight Simulation Device Operators.
    Frequency: Annually.
    Estimated Average Burden per Response: Varies per Requirement.
    Estimated Total Annual Burden: 88,541.5 Hours.

    Issued in Washington, DC, on March 31, 2022.
Sandra L. Ray,
Aviation Safety Inspector, AFS-260.
[FR Doc. 2022-07113 Filed 4-4-22; 8:45 am]
BILLING CODE 4910-13-P