[Federal Register Volume 83, Number 194 (Friday, October 5, 2018)]
[Notices]
[Pages 50416-50422]
[FR Doc No: 2018-21680]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84327; File No. SR-CboeEDGX-2018-041]

Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Adopt a New Order Type Called the MidPoint Discretionary Order
(``MDO'') Under Paragraph (g) of Exchange Rule 11.8 and To Amend the
Definition of the Super Aggressive Instruction Under Paragraph (n)(2)
of Exchange Rule 11.6

October 1, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 19, 2018, Cboe EDGX Exchange, Inc. (the ``Exchange''
or ``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The Exchange
has designated this proposal as a ``non-controversial'' proposed rule
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with
the Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is proposing to adopt a new order type called the
MidPoint Discretionary Order (``MDO'') under paragraph (g) of Exchange
Rule 11.8 and to amend the definition of the Super Aggressive
instruction under paragraph (n)(2) of Exchange Rule 11.6.
    The text of the proposed rule change is available at the Exchange's
website at www.markets.cboe.com, at the principal office of the
Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant parts of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to adopt a new order type known as the MDO
under new paragraph (g) of Exchange Rule 11.8 and to amend the
definition of the Super Aggressive instruction under paragraph (n)(2)
of Exchange Rule 11.6.

Proposed MDOs on EDGX

    MDOs are designed to exercise discretion to execute to the midpoint
of the NBBO and provide price improvement to contra-side orders over
the NBBO. The proposed MDO would function similarly to the MDO offered
by EDGA,\5\ but would also include certain aspects that mirror
functionality currently available through the Discretionary Pegged
Order and MPL-ALO Order offered by NYSE Arca, as well as the
Discretionary Peg Order offered by IEX.\6\ The core functionality of
the proposed MDO, EDGA's MDO, NYSE Arca's Discretionary Pegged Order,
and IEX's Discretionary Peg Order would be the same--being pegged to
the NBBO, as applicable, with discretion to execute to the midpoint of
the NBBO.
---------------------------------------------------------------------------

    \5\ See EDGA Rule 11.8(e).
    \6\ See NYSE Arca Rule 7.31-E(h)(3) (defining the Discretionary
Pegged Order). See also Securities Exchange Act Release No. 78181
(June 28, 2016), 81 FR 43297 (July 1, 2016) (order approving the
Discretionary Pegged Order). See NYSE Arca Rule 7.31-E(d)(3)(F). See
IEX Rule 11.190(a)(3) (defining Pegged Orders and a non-displayed
order which may be pegged to the inside quote on the same side of
the market with discretion to the midpoint of the NBBO, i.e.,
Discretionary Peg orders). See also Securities Exchange Act Release
No. 78101 (June 17, 2016), 81 FR 41141 (June 23, 2016) (order
approving the IEX exchange application, which included IEX's
Discretionary Peg Orders and Discretionary Peg Order).
---------------------------------------------------------------------------

    Proposed Operation. An MDO would be defined as a Limit Order \7\
that is executable at the National Best Bid (``NBB'') for an order to
buy or the National Best Offer (``NBO'') for an order to sell while
resting on the EDGX Book,\8\ with discretion to execute at prices to
and including the midpoint of the NBBO. Upon entry, an MDO will only
execute against resting orders that include a Super Aggressive
instruction \9\ priced at the MDO's pegged price if the MDO also
contains a Displayed instruction \10\ and against orders with a Non-
Displayed Swap (``NDS'') instruction \11\ priced at the MDO's pegged
price or within its discretionary range. As a result, an MDO will not
act as a liquidity remover upon entry against resting orders at its
pegged price or at any price within its discretionary range. Should a
resting contra-side order within the MDO's discretionary range not
include an NDS instruction, the incoming MDO will be placed on the EDGX
Book and its discretionary range shortened to equal the limit price of
the contra-side resting order. Likewise, where an incoming order with a
Post Only instruction \12\ does not remove

liquidity on entry against a resting MDO, the discretionary range of
the resting MDO will be shortened to equal the limit price of the
incoming contra-side order with a Post Only instruction. Shortening the
MDO's discretionary range in such circumstances is intended to avoid
the discretionary range extending past the contra-side order's limit
price, which could create a price priority issue should a later order
be entered and be eligible to execute against the resting MDO within
its discretionary range but at a price that extends beyond the contra-
side order with a Post Only instruction. Once resting on the EDGX Book,
an MDO will only act as a liquidity provider against all incoming
orders that are executable at the resting MDO's pegged price or at any
price within the resting MDO's discretionary range.\13\
---------------------------------------------------------------------------

    \7\ See Exchange Rule 11.8(b). In sum, a Limit Order is an order
to buy or sell a stated amount of a security at a specified price or
better.
    \8\ See Exchange Rule 1.5(d).
    \9\ See Exchange Rule 11.6(n)(2).
    \10\ Pursuant to the terms of the Super Aggressive instruction,
such orders execute against incoming orders with a Post Only
instruction only when such orders also contain a Displayed
instruction. See Exchange Rule 11.6(n)(7). As noted below, the
Exchange also proposes to amend the definition of the Super
Aggressive instruction to reflect the addition of the MDO order
type. Further, although an order with a Super Aggressive instruction
resting at the pegged price of an MDO should be a rare occurrence,
because orders with a Super Aggressive instruction route to locking
or crossing quotes at away Trading Centers and an MDO is pegged to
the NBBO (i.e., the locking price), it is possible to have an order
with a Super Aggressive instruction at such price based on the
Exchange's matching and routing logic as well as the Exchange's
calculation of the NBBO and processing of quote updates. See, e.g.,
Securities Exchange Act Release No. 74072 (January 15, 2015), 80 FR
3282 (January 22, 2015) (SR-EDGX-2015-02) (describing the Exchange's
calculation of the NBBO, including router feedback and other
details).
    \11\ See Exchange Rule 11.6(n)(7).
    \12\ See Exchange Rule 11.6(n)(4).
    \13\ See infra note 15 and accompanying text.
---------------------------------------------------------------------------

    An MDO's pegged price and discretionary range would be bound by its
limit price. For example, an MDO to buy or sell with a limit price that
is less than the prevailing NBB or higher than the prevailing NBO,
respectively, would be posted to the EDGX Book at its limit price. The
pegged prices of an MDO are derived from the NBB or NBO, and cannot
independently establish or maintain the NBB or NBO. An MDO will
exercise the least amount of price discretion necessary from its pegged
price to its discretionary price. An MDO in a stock priced at $1.00 or
more can only be executed in sub-penny increments when it executes at
the midpoint of the NBBO.
    Notwithstanding that an MDO may be a Limit Order and include a
discretionary range, its operation and available modifiers would be
limited to its description under proposed Rule 11.8(g). Exchange rules
describe Discretionary Range as an instruction the User may attach to
an order to buy (sell) a stated amount of a security at a specified,
displayed or non-displayed ranked price with discretion to execute up
(down) to another specified, non-displayed price.\14\ The discretionary
range of an MDO would not operate like the Discretionary Range
instruction in certain respects. For instance, orders that include a
Discretionary Range instruction may become a liquidity remover for fee
purposes despite being posted to the EDGX Book (i.e., a ``liquidity
swap'') in certain scenarios that are outlined in Exchange Rule
11.6(d).\15\ The Exchange does not propose for MDOs executed within
their discretionary range to engage in the liquidity swapping scenarios
set forth under the description of the Discretionary Range instruction
under Exchange Rule 11.6(d), including where an MDO's displayed or non-
displayed ranked price is equal to an incoming order with a Post Only
instruction that does not remove liquidity on entry pursuant to
Exchange Rule 11.6(n)(4).\16\
---------------------------------------------------------------------------

    \14\ See Exchange Rule 11.6(d).
    \15\ The scenarios under Exchange Rule 11.6(d) in which an order
with a Discretionary Range may liquidity swap but the proposed MDO
would not are: (i) To the extent an order with a Discretionary Range
instruction's displayed or non-displayed ranked price is equal to an
incoming order with a Post Only instruction that does not remove
liquidity on entry pursuant to Exchange Rule 11.6(n)(4), the order
with a Discretionary Range instruction will remove liquidity against
such incoming order; and (ii) any contra-side order with a time-in-
force other than Immediate-or-Cancel or Fill-or-Kill and a price in
the discretionary range but not at the displayed or non-displayed
ranked price will be posted to the EDGX Book and then the
Discretionary Order will remove liquidity against such posted order.
    \16\ Id.
---------------------------------------------------------------------------

    While MDOs would function similarly to the MDO offered by EDGA,\17\
it would also include certain aspects that mirror functionality
currently available through the Discretionary Pegged Order and MPL-ALO
Order offered by NYSE Arca, as well as the Discretionary Peg Order
offered by IEX.\18\ The core functionality of the proposed MDO, EDGA's
MDO, NYSE Arca's Discretionary Pegged Order, and IEX's Discretionary
Peg Order would be the same--being pegged to the NBBO, as applicable,
with discretion to execute to the midpoint of the NBBO. The
similarities and differences amongst these order types are explained
below.
---------------------------------------------------------------------------

    \17\ See EDGA Rule 11.8(e).
    \18\ See supra note 6.
---------------------------------------------------------------------------

    Similarities to the EDGA MDO. The following aspects of the proposed
MDO's functionality are identical to functionality of MDOs on EDGA.\19\
The proposed EDGX MDO's pegged price and discretionary range would be
bound by its limit price. An MDO to buy or sell with a limit price that
is less than the prevailing NBB or higher than the prevailing NBO,
respectively, would be posted to the EDGX Book at its limit price. The
pegged prices of an MDO would be derived from the NBB or NBO, and
cannot independently establish or maintain the NBB or NBO. An MDO in a
stock priced at $1.00 or more would only be executed in sub-penny
increments when it executes at the midpoint of the NBBO.\20\
---------------------------------------------------------------------------

    \19\ See EDGA Rule 11.8(e).
    \20\ Unlike the EDGA MDO, the proposed EDGX MDO would not
execute upon entry at sub-penny prices pursuant to Exchange Rule
11.10(a)(4)(D) because EDGX MDOs will only be eligible for execution
upon entry against orders with a Super Aggressive instruction at its
pegged price or against orders with an NDS instruction priced at its
pegged price or within its discretionary range. Such execution will
occur at the price of the contra-side order and not at a sub-penny
increment. See, e.g., Securities Exchange Act Release No. 82087
(November 15, 2017), 82 FR 55472 (November 21, 2017) (Notice of
Filing and Immediate Effectiveness of SR-BatsEDGA-2017-29)
(describing, among other things, when an MDO on EDGA may execute at
a non-midpoint or sub-penny midpoint).
---------------------------------------------------------------------------

    Also like EDGA's MDO,\21\ the proposed EDGX MDO may only contain
the following time-in-force terms: Day, RHO, GTX, GTD, PRE, PTX, or
PTD.\22\ Proposed paragraph (2) of Rule 11.8(g) would state that MDOs
may be entered as a Round Lot or Mixed Lot.\23\ A User may include a
Minimum Execution Quantity instruction on a MDO with a Non-Displayed
instruction.\24\ Proposed paragraph (3) of Rule 11.8(g) would state
that MDOs may be executed during the Early Trading Session, Pre-Opening
Session, Regular Session, and Post-Closing Session.\25\ An MDO would
default to a Displayed instruction unless the User \26\ includes a Non-
Displayed instruction on the order.\27\ Proposed paragraph (4) of Rule
11.8(g) would also specify that a User may elect for an MDO that is
displayed on the EDGX Book to include the User's market participant
identifier (``MPID'') by selecting the Attributable instruction.\28\
Otherwise, an MDO with a Displayed instruction will automatically
default to a Non-Attributable \29\ instruction. This is also consistent
with the current operation of orders that are to be displayed on the
EDGX Book.\30\ Under proposed paragraph (5) of Rule 11.8(g), MDOs would
not be eligible for routing pursuant to Exchange Rule 11.11, Routing to
Away Trading Centers.\31\
---------------------------------------------------------------------------

    \21\ See EDGA Rule 11.8(e)(1).
    \22\ Each of these time-in-force instructions are defined in
Exchange Rule 11.6(q).
    \23\ The terms Round Lot and Mixed Lot are defined in Exchange
Rule 11.6(s). However, unlike on EDGA, MDOs may not be entered on
EDGX as an Odd Lot. See EDGA Rule 11.8(e)(2). The term Odd Lot is
defined in Exchange Rule 11.6(s).
    \24\ See Exchange Rule 11.6(h) for a description of the Minimum
Execution Quantity instruction. The Exchange understands that EDGA
plans to submit a proposed rule filing to allow non-displayed EDGA
MDOs to also include a Minimum Execution Quantity instruction.
    \25\ The terms Early Trading Session, Pre-Opening Session,
Regular Session, and Post-Closing Session are defined in Exchange
Rule 1.5(ii), (s), (hh), and (r), respectively. See also EDGA Rule
11.8(e)(3).
    \26\ See Exchange Rule 1.5(ee).
    \27\ The terms Displayed and Non-Displayed are defined in
Exchange Rule 11.6(e). See also EDGA Rule 11.8(e)(4).
    \28\ See Exchange Rule 11.6(a). See also EDGA Rule 11.8(e)(4).
    \29\ See Exchange Rule 11.6(a)(1).
    \30\ See, e.g, Exchange Rule 11.8(b)(4).
    \31\ See EDGA Rule 11.8(e)(5).
---------------------------------------------------------------------------

    Proposed paragraph (6) of Rule 11.8(g) would describe the operation
of MDOs under the Plan to Address Extraordinary Market Volatility
Pursuant to Rule 608

of Regulation NMS under the Act (the ``Limit Up-Limit Down Plan'').\32\
Pursuant to Exchange Rule 11.10(a)(3), an MDO to buy would be re-priced
to the Upper Price Band \33\ where the price of the Upper Price Band
moves below an existing Protected Bid.\34\ An MDO to sell will be re-
priced to the Lower Price Band \35\ where the price of the Lower Price
Band moves above an existing Protected Offer.\36\ MDOs will only
execute at their pegged prices and not within their Discretionary
Ranges when: (i) The price of the Upper Price Band equals or moves
below an existing Protected Bid; or (ii) the price of the Lower Price
Band equals or moves above an existing Protected Offer. When the
conditions in (i) or (ii) of the preceding sentence no longer exist,
MDOs will resume trading against other orders in their Discretionary
Range and being pegged to the NBBO.
---------------------------------------------------------------------------

    \32\ See Securities Exchange Act Release No. 67091 (May 31,
2012), 77 FR 33498 (June 6, 2012) (the ``Limit Up-Limit Down
Release''). See also EDGA Rule 11.8(e)(6).
    \33\ As defined in the Limit Up-Limit Down Plan.
    \34\ Id.
    \35\ Id.
    \36\ Id.
---------------------------------------------------------------------------

    Pursuant to proposed paragraph (7) of Rule 11.8(g), any unexecuted
portion of an MDO that is resting on the EDGX Book would receive a new
time stamp each time its pegged price is automatically adjusted in
response to changes in the NBBO.\37\
---------------------------------------------------------------------------

    \37\ See EDGA Rule 11.8(e)(7).
---------------------------------------------------------------------------

    Proposed paragraph (8) of Rule 11.8(g) would describe the operation
of MDOs during a locked or crossed market.\38\ With respect to an MDO
with either a Displayed instruction or a Non-Displayed instruction,
when the EDGX Book is crossed by another market, the MDO's pegged price
will be automatically adjusted to the current NBO (for bids) or the
current NBB (for offers) with no discretion to the midpoint of the
NBBO. If an MDO displayed on the Exchange would be a Locking Quotation
or Crossing Quotation,\39\ the displayed price of the order will be
automatically adjusted by the System to one Minimum Price Variation
below the current NBO (for bids) or to one Minimum Price Variation
above the current NBB (for offers) with no discretion to execute to the
midpoint of the NBBO.
---------------------------------------------------------------------------

    \38\ See EDGA Rule 11.8(e)(8).
    \39\ The terms Locking Quotation or Crossing Quotation are
defined in Exchange Rule 11.6(g) and (c), respectively.
---------------------------------------------------------------------------

    Differences with the EDGA MDO. As highlighted above, the proposed
MDO would operate identically to EDGA's MDO \40\ in nearly all
respects, however, as proposed, it will function differently in two
areas. These differences are based on functionality included as part of
NYSE Arca's Discretionary Pegged Order and MPL-ALO Order as well as
IEX's Discretionary Pegged Order \41\ and are designed to provide Users
with increased control over which price points their order may execute
upon entry as well as when the order would act as a liquidity provider
or remover once resting on the EDGX Book. These differences are: (i)
The proposed EDGX MDO would only execute upon entry against resting
orders that include a Super Aggressive instruction priced at the MDO's
pegged price (if the MDO also contained a Displayed instruction) and
against orders with an NDS instruction priced at the MDO's pegged price
or within its discretionary range; and (ii) the proposed EDGX MDO would
not engage in liquidity swapping behavior once resting on the EDGX Book
as other orders with a Discretionary Range instruction may do,
including the EDGA MDO. As a preliminary note, once posted to the EDGX
Book, the proposed MDO would share the same core functionality as
EDGA's MDO, NYSE Arca's Discretionary Pegged Order and IEX's
Discretionary Peg Order--executable at the NBB for an order to buy or
the NBO for an order to sell, with discretion to execute at prices to
and including the midpoint of the NBBO. Additional similarities with
NYSE Arca's Discretionary Pegged Order and MPL-ALO Order as well as
IEX's Discretionary Pegged Order are explained below.
---------------------------------------------------------------------------

    \40\ See EDGA Rule 11.8(e).
    \41\ See supra note 6.
---------------------------------------------------------------------------

    First, an EDGX MDO would only execute upon entry against resting
orders that include a Super Aggressive instruction priced at the MDO's
pegged price if the MDO also contains a Displayed instruction and
against orders with an NDS instruction priced at the MDO's pegged price
or within its discretionary range. This would allow the MDO to ensure
it would act as a liquidity adder even when executing upon entry.
Orders with either a Super Aggressive instruction or NDS instruction
are willing to engage in a liquidity swap with an incoming order priced
at its limit price.\42\ In such case, an incoming MDO to buy (sell)
would execute against an order to sell (buy) with either a Super
Aggressive instruction or NDS instruction priced at the NBB (NBO).
Similarly, an incoming MDO to buy (sell) would execute against an order
to sell (buy) with an NDS instruction priced within its discretionary
range. In both cases, the incoming MDO would act as the liquidity adder
and the resting order with either a Super Aggressive or NDS instruction
would act as the liquidity remover. In contrast, on EDGA an incoming
MDO with a Displayed instruction will also execute on entry within its
discretionary range against an order with a Super Aggressive
instruction, not just at the price of the NBB (for a sell MDO) or NBO
(for a buy MDO).
---------------------------------------------------------------------------

    \42\ See paragraphs (n)(2) and (7) of Exchange Rule 11.6.
---------------------------------------------------------------------------

    The Exchange believes it is reasonable to execute resting orders
with an NDS instruction within the incoming MDO's discretionary range
but not execute orders with a Super Aggressive instruction within the
incoming MDO's discretionary range due to the different purposes of
each order instruction. Orders including the Super Aggressive
instruction will route to an away Trading Center that displays an order
that either locks or crosses the limit price of the Super Aggressive
order. Pursuant to Rule 11.6(n)(2), orders with a Super Aggressive
instruction will likewise execute against incoming orders with a Post
Only instruction and a Displayed instruction that are priced equal to
its limit price. In general, Users of the Super Aggressive instruction
tend to use it for best execution purposes because the order
instruction enables the order to be routed away or executed locally
when an order is displayed at a price equal to or better than the
order's limit price. Furthermore, a User submitting an order with a
Super Aggressive instruction wishes to execute against displayed
liquidity either at its price or better, and if priced within the
discretionary range of an incoming MDO order, that MDO would be
displayed not at the price of the order with a Super Aggressive
instruction, but rather the NBB/NBO to which it is pegged. For best
execution, the intention of a User submitting an order with a Super
Aggressive instruction is to ensure an execution at the best available
price of a displayed order on another Trading Center or against an
incoming order that would have been displayed on the EDGX Book but for
the execution and is willing to engage in a liquidity swap on the
Exchange to ensure an execution. Conversely, an order with an NDS
instruction is not routable and engages in a liquidity swap only to
execute against an incoming order that would lock it. Orders with an
NDS instruction and Super Aggressive instruction differ on how they
interact with contra-side orders--orders with a Super Aggressive
instruction execute against displayed liquidity only while

an order with an NDS instruction will execute against an order that
locks it, regardless of whether the contra-side order would have been
displayed. Therefore, the Exchange believes it is reasonable to execute
an incoming MDO against a resting order with an NDS instruction priced
within its discretionary range as the NDS order is aggressively seeking
to execute against incoming orders at its limit price and is willing to
act as a liquidity remover to do so.
    The above-proposed behavior is similar to the operation of NYSE
Arca's MPL-ALO order, which also does not act as a liquidity remover
upon entry.\43\ Specifically, NYSE Arca's MPL-ALO order will only
execute upon entry against a resting order that includes a Non-Display
Remove modifier which, like the NDS and Super Aggressive instructions,
enables that order to switch from a liquidity adder to a remover. This
is also similar to NYSE Arca's ALO Order which will also only trade
with resting contra-side orders that include a Non-Display Remove
Modifier.\44\
---------------------------------------------------------------------------

    \43\ See NYSE Arca Rule 7.31-E(d)(3)(F) and (e)(2)(B)(iv)
(stating that, unless the resting order includes a Non-Display
Remove modifier which enable that order to switch from a liquidity
adder to a remover, an ALO order will only trade with arriving
contra-side interest).
    \44\ See NYSE Arca Rule 7.31-E(e)(2). The only time an ALO Order
will execute upon entry is when the resting order includes the Non-
Display Remove Modifier.
---------------------------------------------------------------------------

    Second, EDGA's MDO would perform a liquidity swap when executed
within its Discretionary Range as set forth in EDGA Rule 11.6(d). The
proposed EDGX MDO would not. However, not performing a liquidity swap
within the discretionary range is identical to the operation of NYSE
Arca's Discretionary Pegged Order.\45\ The proposed MDO would also not
liquidity swap at its pegged price once resting on the EDGX Book. This
is similar to NYSE Arca's ALO Order.\46\
---------------------------------------------------------------------------

    \45\ See NYSE Arca Rule 7.31-E(h)(3) (the rule does not provide
for a liquidity swap to occur within the order's discretionary
range).
    \46\ See NYSE Arca Rule 7.31-E(e)(2) (stating that an ALO order
will not remove liquidity from the NYSE Arca Book, and will be re-
priced to avoid a locked or crossed market). An ALO order will only
act as a liquidity taker where it crosses an order resting on the
NYSE Arca Book. Because it is pegged to the NBBO, the proposed MDO
would never cross an order resting on the EDGX Book.
---------------------------------------------------------------------------

    Order Priority. The Exchange also proposes to amend Exchange Rule
11.9 to describe the execution priority of the proposed MDO when it is
resting on the EDGX Book. The proposed priority of MDOs on EDGX would
be identical to the priority of MDOs on EDGA.\47\ In general, where
orders to buy (sell) are entered into the System at the same price, the
order clearly established as the first entered into the System at such
particular price shall have precedence at that price, up to the number
of shares of stock specified in the order. Under paragraph (a)(2)(A) of
Rule 11.9, the System currently ranks equally priced trading interest
resting on the EDGX Book in time priority in the following order: The
portion of a Limit Order with a Displayed instruction; Limit Orders
with a Non-Displayed instruction; orders with a Pegged and Non-
Displayed instruction; the Reserve Quantity of Limit Orders; Limit
Orders executed within their Discretionary Range; and Supplemental Peg
Orders. For purposes of MDO priority, the Exchange proposes that the
pegged price of an MDO, whether displayed or non-displayed, be treated
like a Limit Order that is resting on the EDGX Book. Accordingly, the
pegged prices of MDOs displayed on the EDGX Book will have the same
priority as displayed Limit Orders. Likewise, the pegged price of an
MDO that is not displayed will have the same priority as Limit Orders
with a Non-Displayed instruction, and therefore will not be treated for
priority purposes like other orders with a Pegged and Non-Displayed
instruction. As such, the Exchange proposes to amend paragraph
(a)(2)(D)(i) of Rule 11.9 to specify that the pegged prices of an MDO
will be treated as a Limit Order for purposes of order priority under
Exchange Rule 11.9(a)(2)(A). The Exchange proposes to amend paragraph
(a)(2)(A)(v) of Rule 11.9 to specify that MDOs executed within their
Discretionary Range maintain the same priority as Limit Orders executed
within their Discretionary Range. The above proposed priority sequence
is consistent with the priority of MDOs on EDGA.\48\
---------------------------------------------------------------------------

    \47\ See generally EDGA Rule 11.9(a).
    \48\ See EDGA Rule 11.9(a)(2)(A)(vi) and (a)(2)(C)(i).
---------------------------------------------------------------------------

    Paragraph (a)(2)(B) of Rule 11.9 sets forth separate priority for
orders executed at the midpoint of the NBBO. Where orders to buy (sell)
are priced at the midpoint of the NBBO, the order clearly established
as the first shall have precedence at the mid-point of the NBBO, up to
the number of shares of stock specified in the order. Orders at the
midpoint of the NBBO resting on the EDGX Book are executed in following
order: Limit Orders to which the Display-Price Sliding instruction has
been applied; Limit Orders with a Non-Displayed instruction; Orders
with a Pegged instruction; MidPoint Peg Orders; the Reserve Quantity of
Limit Orders; and Limit Orders executed within their Discretionary
Range. Like proposed above for the general priority of orders, the
Exchange proposes to amend paragraph (a)(2)(B)(vi) of Rule 11.9 to
specify that MDOs executed within their Discretionary Range at the
midpoint of the NBBO shall have the same priority as Limit Orders
executed within their Discretionary Range.
    Examples. The following examples illustrate the operation of the
proposed MDO when resting on the EDGX Book. Assume the NBBO is $10.00
by $10.04. There is a displayed MDO to buy at $10.02 on the EDGX Book
that is pegged to the NBB at $10.00 with discretion to execute to
$10.02, the midpoint of the NBBO. A Limit Order to buy at $10.00 with a
Displayed instruction is then entered. Next, a Limit Order to sell at
$10.00 with a Non-Displayed instruction is entered. The Limit Order to
sell would execute against the MDO to buy at $10.00, with the MDO
exercising no discretion. The displayed MDO has time priority ahead of
the displayed Limit order to buy. The pegged price of a displayed or
non-displayed MDO has the same priority as displayed or non-displayed
Limit Orders, respectively, that are resting on the EDGX Book at the
same price.
    Assume the same facts as above but that the MDO instead included a
Non-Displayed instruction. In that case, the Limit Order to sell would
execute as a liquidity remover against the displayed Limit Order to buy
at $10.00 because displayed orders always have priority over non-
displayed orders at the same price.
    The following example illustrates the operation of a resting MDO on
the EDGX Book and an incoming Limit Order that also includes a Post
Only instruction. Assume again the NBBO is $10.00 by $10.04 resulting
in a midpoint of $10.02. There is a resting MDO to buy at $10.02
displayed on the EDGX Book that is pegged to the NBB at $10.00 with
discretion to execute to $10.02, the midpoint of the NBBO. A Limit
Order to sell at $10.01 with a Non-Displayed instruction and Post Only
instruction is then entered. No execution occurs. The MDO to buy
resting on the EDGX Book would only act as a liquidity provider and the
incoming order to sell with Post Only instruction will not remove
liquidity. Therefore, the MDO to buy resting on the EDGX Book would
have its discretionary range shortened from $10.02 to $10.01, which is
the price of the incoming Limit Order to sell. The Limit Order with a
Non-Displayed instruction to sell will be posted to the EDGX Book at
$10.01, its limit price.
    The MDO's discretionary range is shortened to avoid the following
priority issue that may result from an

internally crossed market issue. Assume a Limit Order to sell at $10.02
with a Non-Displayed instruction is subsequently entered. Absent the
shortening of the buy MDO's discretionary range to $10.01, the sell
Limit Order at $10.02 would have executed against the resting buy MDO
with discretion to $10.02, creating a priority issue for the first sell
Limit Order that is ranked at $10.01.
    Assume the same facts as the preceding example, but that the first
sell Limit Order with a Post Only instruction to sell was priced at
$9.99. In that case, the Limit Order to sell would execute against the
resting MDO to buy at $10.00 in accordance with Exchange Rule
11.6(n)(4), receiving one cent of price improvement. The MDO would
remain the liquidity provider and the Limit Order to sell would act as
the liquidity remover.
    The following examples illustrate the operation of the proposed MDO
upon entry. Assume again the NBBO is $10.00 by $10.04 resulting in a
midpoint of $10.02. There is a non-displayed order with an NDS
instruction to sell at $10.00 resting on the EDGX Book. An MDO to buy
with a Displayed instruction is entered that, if posted to the EDGX
Book, would be pegged to the NBB at $10.00 with discretion to execute
to $10.02, the midpoint of the NBBO. In such case, the MDO to buy would
execute against the resting order with an NDS instruction to sell at
$10.00 because the MDO's pegged price equals the limit price of the
order with an NDS instruction. The incoming MDO would act as the
liquidity adder and the order with an NDS instruction would act as the
liquidity remover. The same result would occur if the order to sell
resting on the EDGX Book included a Super Aggressive instruction rather
than an NDS instruction. However, if the order to sell resting on the
EDGX book did not include either a Super Aggressive instruction or NDS
instruction, no execution would occur and the MDO order to buy would be
posted to the EDGX Book at $10.00 with its discretionary range
shortened from $10.02 to $10.00, which is the price of the resting non-
displayed order to sell.
    Assume the same facts as the preceding example but that the non-
displayed order with an NDS instruction to sell resting on the EDGX
Book is priced at $10.01 rather than $10.00. The resting order with an
NDS instruction to sell is priced within the discretionary range of the
incoming MDO to buy. The MDO to buy would execute against the resting
order with an NDS instruction to sell at $10.01 because the MDO's
discretionary range includes a price equal to the limit price of the
order with an NDS instruction. The incoming MDO would act as the
liquidity adder and the order with an NDS instruction would act as the
liquidity remover.
    Assume instead that the non-displayed order to sell resting on the
EDGX Book did not include an NDS instruction. No execution would occur
and the order to sell would remain on the EDGX Book. The incoming MDO
to buy would be posted to the EDGX Book at $10.00 with its
discretionary range shortened from $10.02 to $10.01, which is the price
of the resting non-displayed order to sell. Like in an above example,
the MDO's discretionary range is shortened to avoid the following
priority issue that may result from an internally crossed market issue.
Assume a Limit Order to sell at $10.02 with a Non-Displayed instruction
is subsequently entered. Absent the shortening of the buy MDO's
discretionary range to $10.01, the sell Limit Order at $10.02 would
have executed against the resting buy MDO with discretion to $10.02,
creating a priority issue for the first sell Limit Order that is ranked
at $10.01.
    Assume instead that the order to sell at $10.01 resting on the EDGX
Book included a Super Aggressive instruction rather than an NDS
instruction. No execution would occur because the order with a Super
Aggressive instruction is priced within the discretionary range of the
incoming MDO. The order with a Super Aggressive instruction would
remain on the EDGX Book until it is eligible to be routed away or
executed. The incoming MDO would be posted to the EDGX Book at $10.00
with its discretionary range shortened from $10.02 to $10.01, which is
the price of the resting non-displayed order to sell with a Super
Aggressive instruction.
Proposed Amendment to Super Aggressive Instruction
    In addition to the adoption of MDOs, the Exchange proposes to amend
Rule 11.6(n)(2), which defines the Super Aggressive instruction.
Specifically, the current definition states that when any order with a
Super Aggressive instruction is locked by an incoming order with a Post
Only instruction and a Displayed instruction that does not remove
liquidity pursuant to Rule 11.6(n)(4), the order with a Super
Aggressive instruction is converted to an executable order and will
remove liquidity against such incoming order. Consistent with the
proposed operation of MDOs, the Exchange proposes to add reference to
MDOs with a Displayed instruction as another order against which a
resting order with a Super Aggressive instruction will interact,
converting to an executable order and removing liquidity against such
order.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act \49\ in general, and furthers the objectives of Section
6(b)(5) of the Act \50\ in particular, in that it is designed to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest.
---------------------------------------------------------------------------

    \49\ 15 U.S.C. 78f(b).
    \50\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The proposed MDO would remove impediments to and promote just and
equitable principles of trade because it would provide Users with an
optional order type that is designed to exercise discretion to execute
to the midpoint of the NBBO, enhancing order execution opportunities at
the Exchange that provide price improvement opportunities over the
NBBO. The proposed rule change would also remove impediments to and
perfect the mechanism of a free and open market and a national market
system by potentially increasing liquidity at the NBBO and to midpoint
of the NBBO on the Exchange, thereby improving execution opportunities
for market participants at these price points and enhancing the quality
of the EDGX Book. The Exchange designed the proposed order type to
include functionality that is included as part of similar order types
offered by other exchanges to provide Users with increased control over
which price points their order may execute upon entry as well as when
the order would act as a liquidity provider or remover once resting on
the EDGX Book.
    As proposed, MDOs on the Exchange would operate similarly to NYSE
Arca's Discretionary Pegged Orders and IEX's Discretionary Peg Order,
except that both of the IEX and NYSE Arca order types include
``crumbling quote'' functionality and neither order type is able to be
displayed on the applicable exchange's order book.\51\
---------------------------------------------------------------------------

    \51\ See supra note 6.
---------------------------------------------------------------------------

    The EDGX proposed MDO also operates identically to EDGA's MDO,\52\
except in two scenarios. These differences are: (i) The proposed EDGX

MDO would only execute upon entry against resting orders that include a
Super Aggressive instruction priced at the MDO's pegged price if the
MDO also contains a Displayed instruction and against orders with an
NDS instruction priced at the MDO's pegged price or within its
discretionary range; and (ii) the proposed EDGX MDO would not engage in
liquidity swapping behavior as other orders with a Discretionary Range
instruction may do, including the EDGA MDO. Ensuring that an EDGX MDO
will act as a liquidity adder even upon entry promotes just and
equitable principles of trade because Users of the proposed EDGX MDO
would have greater control over their orders in exchange for providing
enhanced execution opportunities at prices more aggressive than the
midpoint of the NBBO to incoming contra-side orders when the MDO is
posted to the EDGX Book. The proposed MDO would share the same core
functionality as EDGA's MDO, NYSE Arca's Discretionary Pegged Order and
IEX's Discretionary Peg Order--executable at the NBB for an order to
buy or the NBO for an order to sell, with discretion to execute at
prices to and including the midpoint of the NBBO.
---------------------------------------------------------------------------

    \52\ See EDGA Rule 11.8(e).
---------------------------------------------------------------------------

    The proposed differences with the EDGA MDO are based on NYSE Arca's
ALO Order, MPL-ALO order and Discretionary Pegged order as well as
IEX's Discretionary Peg Order and are designed to provide Users with
additional control over their order upon entry as well as certainty
that their order would act as a liquidity provider. Specifically, the
proposed behavior is similar to the operation of NYSE Arca's MPL-ALO
order which will also not act as a liquidity remover upon entry.\53\
NYSE Arca's MPL-ALO order will only execute upon entry against a
resting order that includes a Non-Display Remove modifier which, like
the NDS and Super Aggressive instructions, enables that order to switch
from a liquidity adder to a remover. This is also similar to NYSE
Arca's ALO Order which will only execute upon entry when the resting
order includes the Non-Display Remove Modifier.\54\
---------------------------------------------------------------------------

    \53\ See NYSE Arca Rule 7.31-E(d)(3)(F) and (e)(2)(B)(iv)
(stating that, unless the resting order includes a Non-Display
Remove modifier which enables that order to switch from a liquidity
adder to a remover, an ALO order will only trade with arriving
contra-side interest).
    \54\ See NYSE Arca Rule 7.31-E(e)(2).
---------------------------------------------------------------------------

    The proposed operation of the EDGX MDO enables it to act as a
liquidity provider while increasing its opportunities to rest on the
EDGX Book and seek to execute against incoming orders at prices equal
to or more aggressive than the midpoint of the NBBO. Therefore, the
EDGX MDO promotes just and equitable principles of trade by increasing
the potential price improvement opportunities for incoming orders that
may execute against a resting MDO within its discretionary range. The
proposed rule change would facilitate transactions in securities and
improve trading within the national market system.
    The Exchange believes it is reasonable to execute resting orders
with an NDS instruction within the incoming MDO's discretionary range
but not execute orders with a Super Aggressive instruction within the
incoming MDO's discretionary range due to the different purposes of
each order instruction. As stated above, Users of the Super Aggressive
instruction tend to use it for best execution purposes because the
order instruction enables the order to be routed away or executed
locally when an order is displayed at a price equal to or better than
the order's limit price. Conversely, an order with an NDS instruction
is not routable and only executes against an incoming order that would
lock it. The User of the NDS instruction is generally agnostic to
whether the order is displayed on an away Trading Center or priced at
the NBBO. It simply seeks to execute against an order that is priced at
its limit price and engages in a liquidity swap to do so, even if the
contra-side interest contains a Non-Displayed instruction.
    Under the proposal and in accordance with Exchange Rule
11.9(a)(2)(A), when MDOs execute at their pegged displayed price, they
would have the same priority as that of displayed Limit Orders.
Similarly, when MDOs execute at their non-displayed pegged price, they
would have the same priority as that of non-displayed Limit Orders.
When MDOs execute within their Discretionary Range in general or at the
midpoint of the NBBO, the Exchange proposes that they maintain the same
priority as a Limit Order executed within its Discretionary Range. The
Exchange believes the proposed priority is consistent with the Act
because it continues to provide priority to displayed orders on the
Exchange and to orders that are designed to provide liquidity at a set
price level, such as the mid-point of the NBBO. Lastly, the Exchange
notes that the proposed priority is identical to the priority for MDOs
on EDGA.\55\
---------------------------------------------------------------------------

    \55\ See EDGA Rule 11.9(a)(2).
---------------------------------------------------------------------------

    The Exchange's proposed modification to the Super Aggressive
instruction will ensure that the definition of such instruction is
consistent with the proposed functionality of the MDO order type, as
described above.
    For the reasons set forth above, the Exchange believes the proposal
removes impediments to and perfects the mechanism of a free and open
market and a national market system, and, in general, protects
investors and the public interest.

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

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. On
the contrary, the Exchange believes the proposed MDO promotes inter-
market competition because it will enable the Exchange to offer
functionality similar to that offered by NYSE Arca and IEX.\56\ The
proposed EDGX MDO will improve competition because it provides enhanced
execution opportunities at prices equal to or more aggressive than the
midpoint of the NBBO to incoming contra-side orders, improving the
overall competiveness of the Exchange. The Exchange also believes the
proposed rule change will not impact intra-market competition because
it will be available to all Users. Therefore, the Exchange does not
believe the proposed rule change will result in any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act.
---------------------------------------------------------------------------

    \56\ See supra note 6.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No comments were solicited or received on the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \57\ and Rule 19b-
4(f)(6) thereunder.\58\
---------------------------------------------------------------------------

    \57\ 15 U.S.C. 78s(b)(3)(A).
    \58\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.

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

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \59\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \60\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay so
that the proposed rule change may become operative upon filing, noting
that use of MDOs on the Exchange is optional, similar functionality is
already offered by other market centers, and operative delay waiver
would allow the Exchange to make the proposed functionality available
to Exchange Users more promptly. The Commission believes that waiver of
the 30-day operative delay is consistent with the protection of
investors and the public interest. Accordingly, the Commission hereby
waives the operative delay and designates the proposed rule change
operative upon filing.\61\
---------------------------------------------------------------------------

    \59\ 17 CFR 240.19b-4(f)(6).
    \60\ 17 CFR 240.19b-4(f)(6)(iii).
    \61\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-CboeEDGX-2018-041 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-CboeEDGX-2018-041. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeEDGX-2018-041, and should be
submitted on or before October 26, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\62\
---------------------------------------------------------------------------

    \62\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21680 Filed 10-4-18; 8:45 am]
 BILLING CODE 8011-01-P